UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark  One)

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934

                   For the fiscal year ended December 31, 2003

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
                     For  the  transition  period --------  to-------


                         Commission file number 33-00215
                       UNITED STATES ANTIMONY CORPORATION
                 (Name of small business issuer in its charter)
                Montana                            81-0305822
   (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)             Identification No.)

P.O.  Box  643,  Thompson  Falls,  Montana                   59873
(Address  of  principal  executive  offices)               (Zip code)

       Registrant's telephone number, including area code:  (406) 827-3523

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

Securities  registered  pursuant to Section 12(g) of the Act:  Common Stock, par
value  $.01  per  share

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

Yes     X       No
     -----          -----

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained  in this form and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [   ]

The  registrant's  revenues  for  its  most  recent  fiscal year were $3,221,750

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant,  based  on the average bid price of such stock, was $5,500,829 as of
March  27,  2004.

At March 27, 2004, the registrant had 28,114,288 outstanding shares of par value
$0.01  common  stock.




                                                 TABLE OF CONTENTS

                                                      PART I




                                                                                                          
ITEM 1.  DESCRIPTION OF BUSINESS                                                                                   2
          General. . . . . . . . . . . . . . . . . . . . . . .                                                     2
          History. . . . . . . . . . . . . . . . . . . . . . .                                                     2
          Overview-2003. . . . . . . . . . . . . . . . . . . .                                                     2
          Risk Factors . . . . . . . . . . . . . . . . . . . .                                                     2
          Antimony Division. . . . . . . . . . . . . . . . . .                                                     4
          Zeolite Division . . . . . . . . . . . . . . . . . .                                                     6
          Environmental Matters. . . . . . . . . . . . . . . .                                                     7
          Employees. . . . . . . . . . . . . . . . . . . . . .                                                     8
          Other. . . . . . . . . . . . . . . . . . . . . . . .                                                     8

ITEM 2.  DESCRIPTION OF PROPERTIES                                                                                 8
          Antimony Division. . . . . . . . . . . . . . . . . .                                                     8
          Zeolite Division . . . . . . . . . . . . . . . . . .                                                     9

ITEM 3.  LEGAL PROCEEDINGS                                                                                         9

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                       9

                                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                  9

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS                                                9

ITEM 7.  FINANCIAL STATEMENTS                                                                                     11

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                    11

ITEM 8-A CONTROLS AND PROCEDURES                                                                                  11

                                                    PART III

ITEM 9.. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a)
         OF THE EXCHANGE ACT. . . . . . . . . . . . . . . . . .                                                    12

ITEM 10. EXECUTIVE COMPENSATION                                                                                    13

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                            13

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                            14

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                                                          16

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                    19

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . .                                                           20

CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . .                                                           21

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . .                                                      .  F1-F22







PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

GENERAL

Explanatory  Note:  As  used  in this report, the terms "we," "us" and "our" are
--------------------------------------------------------------------------------
used  to  refer  to  United  States  Antimony  Corporation  and,  as the context
--------------------------------------------------------------------------------
requires,  its  management.
---------------------------

Some  of the information in this Form 10-KSB contains forward-looking statements
that  involve  substantial  risks  and  uncertainties.  You  can  identify these
statements  by  forward-looking  words as "may," "will," "expect," "anticipate,"
"believe,"  "estimate"  and  "continue,"  or  similar  words.  You  should  read
statements  that  contain  these  words  carefully  because  they:
  -discuss  our  future  expectations;
  -contain  projections  of  our  future  results  of  operations  or  of our
   financial  condition;  and
  -state  other  "forward-looking"  information.

HISTORY

United  States  Antimony Corporation was incorporated in Montana in January 1970
to  mine and produce antimony products.  In December 1983, we suspended antimony
mining  operations  but continued to produce antimony products from domestic and
foreign  sources.  Bear  River Zeolite Company ("BRZ") was incorporated in 2000,
and it mines and produces zeolite in southeastern Idaho.  Our principal business
is  the  production  and  sale  of  antimony  and  zeolite  products.

OVERVIEW-2003

Antimony  Sales

During  2003,  sales  of  our antimony products decreased approximately 16% from
that  of  2002.  The  decrease was primarily due to increased imports of Chinese
material  at  low  prices  competing  with  our  products.

Bear  River  Zeolite  Company

During  2003, significant costs were incurred by BRZ to expand the plant, repair
equipment,  and market the product.  Sales of zeolite increased 140% during 2003
from  2002.

Yellow  Jacket  Reclamation

The  Yellow  Jacket mill site was essentially reclaimed in 2002. Little work was
performed  in 2003. Two pieces of equipment still must be trucked out and survey
work must be completed in 2004. The expenses are estimated to be $6,000.  Yellow
Jacket  reclamation has been a cash drain on our resources since our abandonment
of  the  operation  in  1999.

Yankee  Fork  Mill  Site  Reclamation

During  2003 most of the reclamation work was completed. Work scheduled for 2004
includes  neutralization of leach tailings and storage of them in a trench, fill
dirt  work,  and  seeding  and  fertilizing.

RISK  FACTORS

There  may be events in the future that we are not able to accurately predict or
over  which  we  have no control.  The risk factors listed below, as well as any
cautionary language in this report, provide examples of risks, uncertainties and
events  that  may  cause  our  actual  results  to  differ  materially  from the
expectations  we  describe  in  our  forward-looking  statements.

                                          2


Our  liabilities  substantially exceed our assets.  If we were liquidated before
our stockholders' deficit is eliminated, our common shareholders would lose part
or  all  of  their  investment.

In  the  event  of  our  dissolution,  the  proceeds  (if any) realized from the
liquidation  of  our  assets  will be distributed to our shareholders only after
satisfaction of claims of our creditors and preferred shareholders.  The ability
of a purchaser of shares to recover all or any portion of the purchase price for
the  shares  in  that  event will depend on the amount of funds realized and the
claims  to  be  satisfied  by  those  funds.

We  have  a  negative net worth, have incurred significant losses, and may incur
losses  in  the  future.

We  have  not  generated an operating profit for several years.  Instead we have
been able to continue operations from gross profit from our antimony operations,
sales  of common stock and borrowings from banks and others.  As of December 31,
2003,  we had a stockholders' deficit of $1,692,337; and we may incur net losses
for  the foreseeable future unless and until we are able to establish profitable
business  operations  and  reduce  cash outflows from general and administrative
expenses  and property reclamation costs.  As of December 31, 2003, we had total
current  assets  of  $204,134  and  total  current liabilities of $1,880,746, or
negative  working  capital  of  approximately  $1,676,612.

Our  auditors'  report as of February 13, 2004 raised doubt about our ability to
continue  as  a  going  concern.

Our audited financial statements for the year ended December 31, 2003, which are
included  in  this report, indicate that there was doubt as of February 13, 2004
about  our  ability  to  continue as a going concern due to our need to generate
cash  from  operations  and  obtain  additional  financing.

We  are  delinquent  or  in  arrears  on  significant  current  liabilities; and
collection  efforts  by  creditors  could  jeopardize  our  viability as a going
concern  and  close  down  our  operations.

As  of  December  31,  2003, we are delinquent on the payment of several current
liabilities  including  payroll  and  property  taxes of approximately $128,392,
accounts  payable  of approximately $600,000, judgments payable in the amount of
$53,130  and  accrued interest payable in the amount of $16,645.  In the absence
of  payment  arrangements,  creditors  could individually or collectively demand
immediate  payment  and  jeopardize  our  ability  to  fund  operations  and
correspondingly  damage  our  business.  Creditors  who  are owed taxes have the
power  to  seize  our  assets for payment of amounts past due and close down our
operations.

Capital  to  meet  our  future  needs for antimony and zeolite production may be
unavailable  on  acceptable  terms.

To  fund  future  needs, we may seek to obtain additional capital from public or
private  financing  transactions, as well as borrowing and other resources.  The
issuance  of  equity or equity-related securities to raise additional cash would
result  in  dilution  to  our  present  stockholders.  Further,  additional debt
funding  or  common  stock  sales may not be available on favorable terms, if at
all.

Our  existing  debt is secured by pledges to the bank and to our president, John
C.  Lawrence, of substantially all of our assets.  In addition, we owe a secured
convertible  note  payable to a company controlled by a significant shareholder,
that  is  secured  by  100%  of  our stock in BRZ.   Therefore, a default in the
payment of any secured debt could result in a loss of the related assets and our
ability  to  continue  operations.

As of December 31, 2003, our bank debt in the amount of $553,532 is secured by a
collateral  pledge  of  substantially all of our mining equipment as well as our
patented  and unpatented mining claims in Sanders County, Montana.  On March 31,
2004  and  all  successive  quarters  pursuant  to  the terms of convertible and
secured  convertible  notes  payable we will owe an interest payment which if we
don't  or  are  unable  to  pay  will  result  in  a  default on the notes.  Our
president,  John C. Lawrence, has also guaranteed repayment of all our bank debt
and has a secured interest in our assets as well.  In the event we are unable to
pay  the  bank  debt  as  it matures, there is a risk the bank may foreclose its
security interest and we would lose all or a portion of our equipment as well as
our  patented  and  unpatented  mining  claims.


                                       3


Our  research,  development,  manufacturing and production processes involve the
controlled  use  of  hazardous  materials,  and  we  are  subject  to  various
environmental  and  occupational  safety laws and regulations governing the use,
manufacture,  storage,  handling,  and  disposal of hazardous materials and some
waste  products.  The  risk of accidental contamination or injury from hazardous
materials  cannot  be  completely  eliminated.  In  the event of an accident, we
could  be held liable for any damages that result and any liability could exceed
our  financial  resources.  We also have three ongoing environmental reclamation
and  remediation projects, one at our current production facility in Montana and
two  at  discontinued  mining operations in Idaho.  Adequate financial resources
may  not be available to ultimately finish the reclamation activities if changes
in  environmental  laws and regulations occur; and these changes could adversely
affect  our cash flow and profitability.  We do not have environmental liability
insurance  now;  and  we  do  not  expect  to  be  able to obtain insurance at a
reasonable  cost.  If  we incur liability for environmental damages while we are
uninsured, it could have a harmful effect on our financial condition and us. The
range  of  reasonably  possible  losses  from  our  exposure  to  environmental
liabilities  in excess of amounts accrued to date cannot be reasonably estimated
at  this  time.

Some  of  our  accruals  for  environmental obligations are current liabilities.

We  have  accruals  totaling $208,500 on our balance sheet at December 31, 2003,
for  our  environmental  reclamation  responsibilities,  $151,000  of  which are
classified  as current. If we are not able to adequately perform our reclamation
activities  on  a  timely basis, we could be subject to fines and penalties from
regulatory  agencies.

ANTIMONY  DIVISION

Our  antimony mining properties, mill and metallurgical plant are located in the
Burns Mining District of Sanders County, Montana, approximately 15 miles west of
Thompson  Falls.  We hold 12 patented lode claims, some of which are contiguous,
and  2 patented mill sites.  We have no "proven reserves" or "probable reserves"
of  antimony,  as  these  terms  are  defined  by  the  Securities  and Exchange
Commission.

Prior  to  1984,  we  mined antimony ore underground by driving drifts and using
slushers in room and pillar type stopes.  Mining was suspended in December 1983,
because antimony could be purchased more economically from foreign sources.  Our
underground  antimony mining operations may be reopened in the future should raw
material  prices  warrant  doing  so.  We  now  purchase the majority of our raw
antimony  from  China  and Canada.  Antimony metal from Chinese sources has been
obtained  primarily  through  brokers.

Because  we  depend  on  foreign  sources  for raw materials, there are risks of
interruption  in procurement from these sources and/or volatile changes in world
market  prices  for these materials that are not controllable by us.  Changes in
antimony metal export policy by the Chinese government could impair availability
of  antimony  metal  and/or  could  increase  antimony metal prices, which could
result in curtailed production, decreased profits, operating result fluctuations
or  breach  of  contractual  obligations  to  provide  antimony  products to our
customers.

We  currently own 50% of the common stock of United States Antimony, Mexico S.A.
de  C.V.  ("USAMSA"),  which was formed in April 1998.  During 1998 and 1999, we
invested  capital  and  surplus  equipment  from  our  Thompson  Falls  antimony
operation  in  USAMSA,  which  was  used  for  the  construction  of an antimony
processing  plant in Mexico.  During the later part of 2000 we finalized our 50%
investment in USAMSA.  To date, two antimony processing furnaces and a warehouse
building  have  been  built  and  limited  antimony  processing has taken place.
During 2003, 2002 and 2001, USAMSA was idle and had no production activities due
to  volatile  antimony prices and the lack of operating and development capital.
During  2002, we adjusted our investment in USAMSA to recognize an impairment of
its  value.  The adjustment reduced our carrying value in USAMSA to equal 50% of
its net equity, or $18,625 at December 31, 2002.  During 2003, our investment in
USAMSA  decreased  to  $11,913, reflecting our share of its 2003 operating loss.
USAMSA is pursuing the assignment of mining concessions in the Mexican states of
Zacatecas, Coahuila, Sonora, Queretaro and Oaxaca.  We hope USAMSA will begin in
future  years  to  produce  antimony  metal  and  other  products  as processing
opportunities  become  available  and as antimony prices dictate, although there
can  be  no  assurance  USAMSA  will  be  profitable.


                                       4


From  antimony  raw  materials,  we produce antimony oxide products of different
particle  size  using  proprietary  furnace technology, several grades of sodium
antimonate  using  hydro metallurgical techniques, and antimony metal.  Antimony
oxide  is  a  fine,  white  powder  that is used primarily in conjunction with a
halogen  to  form  a  synergistic  flame  retardant system for plastics, rubber,
fiberglass,  textile  goods, paints, coatings and paper.  Antimony oxide is also
used  as  a  color  fastener in paint, as a catalyst for production of polyester
resins for fibers and film, as a phosphorescent agent in fluorescent light bulbs
and  as  an  opacifier for porcelains.  Sodium antimonate is primarily used as a
fining  agent (degasser) for glass in cathode ray tubes used in television bulbs
and  as  a  flame  retardant.  We  also sell antimony metal for use in bearings,
storage  batteries  and  ordnance.

We estimate (but have not independently confirmed) that our present share of the
domestic  market  for antimony oxide products is approximately 4%.  We have only
one  principal  domestic  competitor.  The balance of domestic sales are foreign
imports  (primarily  from  Chinese  and  Belgian  suppliers).

In  recent years we made substantial improvements to our analytical and chemical
research  capabilities.  Since  March 1998, we have employed a Chief Chemist who
has  devoted  a  substantial  portion  of  his  working  time  to  research  and
development  activities.  We  have  continued to pursue research and development
activities  that  have  resulted  in  advances in our preparation, packaging and
quality  of our antimony products.  We believe that our ability to meet customer
product  specifications  gives  us  a competitive advantage.  We believe that we
will  be  able  to  stay  competitive  in the antimony business because of these
advances.  However,  many  of  our  competitors  in  the  antimony industry have
substantially  more  capital resources and market share than us.  Therefore, our
ability  to  maintain  market  share  can  be  significantly affected by factors
outside  of  our  control.

For  the  year  ended  December  31,  2002, we sold 3,479,394 pounds of antimony
products  generating  approximately  $3.27 million in revenues.  During 2003, we
sold  2,166,691  pounds  of  antimony  products  generating  approximately $2.74
million  in  revenues.  During  2002  and  2003,  approximately  40%  and  56%,
respectively, of our antimony sales were  made  to  one  customer, KOHLER Co.

Marketing   We  employ full-time marketing personnel and have negotiated various
---------
commission  based  sales  agreements with other chemical distribution companies.

Antimony Price Fluctuations:  Our operating results have been, and will continue
----------------------------
to  be,  directly  related  to  the  market prices of antimony metal, which have
fluctuated  widely  in recent years.  The volatility of prices is illustrated by
the  following  table, which sets forth the average prices of antimony metal per
pound  as  reported  by  sources  deemed  reliable  by  us.





   
YEAR  AVERAGE PRICE
----  --------------
2003           $1.21
2002            0.88
2001            0.58
2000            0.67
1999            0.58
1998            0.63


The  range  of  sales prices for antimony oxide per pound was as follows for the
periods  indicated:





           
YEAR  HIGH   LOW    AVERAGE PRICE
----  -----  -----  --------------
2003  $5.45  $1.01  $         0.92
2002   5.25   0.71            0.99
2001   5.99   0.66            0.93
2000   5.88   0.65            0.99
1999   5.52   0.65            0.85
1998   5.57   0.83            1.13




Antimony metal prices are determined by a number of variables over which we have
no  control.  These  include  the availability and price of imported metals, the
quantity  of  new  metal supply, and industrial and commercial demand.  If metal
prices  decline  and  remain  depressed,  our  revenues and profitability may be
adversely  affected.

                                           5



We  use  various  antimony  raw  materials  to  produce our products.  We obtain
antimony raw material from sources in China, Canada and the U.S.  Purchases from
Canadian  and U.S. sources have been made at world market prices, as established
by the London Metals Bulletin from time to time.  Our USAMSA venture is intended
eventually  to  reduce  our  dependence  on foreign sources; but during 2002 and
2003,  USAMSA was idle and it is not expected to provide sufficient raw material
for  several  years.

ZEOLITE  DIVISION

We  own 100% of Bear River Zeolite Company, an Idaho corporation incorporated on
June 1, 2000.  BRZ has a lease with Webster Farm, L.L.C.  The lease entitles BRZ
to  surface  mine and process zeolite on property located near Preston, Idaho in
exchange for a royalty payment.  The royalty is a percentage of the zeolite sale
price, which varies between 8%-13%.  The minimum annual royalty during the first
five  years is $1,000.  During 2002, we sold additional royalty interests in BRZ
to  a  company  controlled  by Al Dugan, a majority shareholder and, as such, an
affiliate.  The  royalties  granted Mr. Dugan's company a payment equal to 3% of
all  gross sales on zeolite products.  BRZ has constructed a processing plant on
the  property  and  is  currently  improving  its  productive capacity.  We have
incurred  development  and  start-up costs of $467,695.  We are currently taking
orders for our zeolite products and are optimistic that orders will continue and
increase  during  2003.

We  have  no "proven reserves" or "probable reserves" of zeolite, as these terms
are  defined  by  the  Securities  and  Exchange  Commission.

"Zeolite"  refers  to  a  group  of  minerals  that  consist  of  hydrated
aluminosilicates  that  hold  cations  such  as  calcium,  sodium,  ammonium and
potassium  in  their  crystal lattice.  Water is loosely held in cavities in the
lattice.  BRZ's  zeolite  deposits  have characteristics, which make the mineral
useful  for  a  variety  of  purposes  including:

  -Soil  Amendment  and  Fertilizer.  Zeolite  has  been successfully used to
   fertilize  golf  courses,  sports fields, parks and common areas, and high
   value crops, including corn, potatoes, soybeans, red beets, acorn squash,
   green beans, sorghum sudangrass, brussel sprouts, cabbage, carrots, tomatoes,
   cauliflower, radishes,  strawberries,  wheat,  lettuce  and  broccoli.

  -Water  Filtration.  Zeolite  is  used  for  particulate,  heavy  metal and
   ammonium removal in swimming pools, municipal water systems, fisheries, fish
   farms,  and  aquariums.

  -Sewage  Treatment.  Zeolite  is  used in sewage treatment plants to remove
   nitrogen  and  as  a  carrier  for  microorganisms.

  -Nuclear Waste and Other Environmental Cleanup.  Zeolite has shown a strong
   ability to selectively remove strontium, cesium and various other radioactive
   isotopes from solution. Zeolite can  also be used for the cleanup of soluble
   metals such as mercury, chromium,  copper,  lead, zinc, arsenic, molybdenum,
   nickel, cobalt, antimony, calcium,  silver  and  uranium.

  -Odor  Control.  A major cause of odor around cattle, hog, and poultry feed
   lots is the generation of  the  ammonium in urea and manure.  The ability of
   zeolite to absorb ammonium  prevents  the  formation  of  ammonia  gas, which
   generates  the  odor.

  -Gas Separation.  Zeolite has been used for some time to separate gases, to
   re-oxygenate downstream water from  sewage  plants,  smelters, pulp and paper
   plants, and fish ponds and tanks, and to remove carbon dioxide, sulfur
   dioxide and hydrogen sulfide from  methane generators  as  organic  waste,
   sanitary landfills, municipal sewage systems and animal waste treatment
   facilities.

  -Animal  Nutrition.  Feeding  up  to  2%  zeolite  increases  growth rates,
   decreases conversion rates, prevents worms,  and  increases  longevity.

  -Miscellaneous  Uses.  Other  uses  include  catalysts, petroleum refining,
   building applications, solar energy and  heat  exchange,  desiccants, pellet
   binding, horse and kitty litter, floor cleaner and carriers for insecticides,
   pesticides  and  herbicides.



                                              6



ENVIRONMENTAL  MATTERS

Our  exploration,  development  and  production programs conducted in the United
States  are  subject  to  local,  state  and  federal  regulations  regarding
environmental  protection.  Some  of  our  production  and mining activities are
conducted  on  public  lands.  We  believe  that  our current discharge of waste
materials  from  our  processing  facilities  is  in  material  compliance  with
environmental  regulations  and  health  and  safety standards.  The U.S. Forest
Service  extensively  regulates mining operations conducted in National Forests.
Department  of  Interior regulations cover mining operations carried out on most
other  public  lands.  All operations by us involving the exploration for or the
production  of minerals are subject to existing laws and regulations relating to
exploration  procedures,  safety  precautions,  employee  health and safety, air
quality  standards,  pollution  of  water sources, waste materials, odor, noise,
dust  and  other environmental protection requirements adopted by federal, state
and  local  governmental authorities.  We may be required to prepare and present
to  the  authorities  data  pertaining to the effect or impact that any proposed
exploration  for  or  production of minerals may have upon the environment.  Any
changes  to  our reclamation and remediation plans, which may be required due to
changes  in  state  or  federal regulations, could have an adverse effect on our
operations.  The  range  of  reasonably  possible  loss in excess of the amounts
accrued,  by  site,  cannot  be  reasonably  estimated  at  this  time.

We  accrue  environmental liabilities when the occurrence of such liabilities is
probable  and  the  costs are reasonably estimable. The initial accruals for all
our  sites  are based on comprehensive remediation plans approved by the various
regulatory  agencies  in connection with permitting or bonding requirements. Our
accruals  are  further  based  on  presently enacted regulatory requirements and
adjusted  only when changes in requirements occur or when management revises its
estimate  of costs required to comply with existing requirements. As remediation
activity has physically commenced, management has been able to refine and revise
its  estimates  of costs required to fulfill future environmental tasks based on
contemporaneous  cost  information,  operating  experience,  and  changes  in
regulatory  requirements.  In  instances  where  costs  required to complete our
remaining  environmental  obligations  are clearly determined to be in excess of
the  existing accrual, we have adjusted the accrual accordingly. When regulatory
agencies  require  additional  tasks  to  be  performed  in  connection with our
environmental  responsibilities, we evaluate the costs required to perform those
tasks  and  adjust our accrual accordingly as the information becomes available.
In  all cases, however, our accrual at year-end is based on the best information
available  at  that  time  to  develop  estimates  of environmental liabilities.

Yankee  Fork  Mill  Site.

During  2003,  USAC  spent  $27,397  and  essentially  finished  the bulk of the
reclamation  work  at the Yankee Fork mill site. In essence most of the work was
completed  during  2003. During 2004 leach residue must be neutralized, moved by
truck  and covered; some rolling stock must be removed, remaining dirt work must
be completed, and water monitoring must continue.  At December 31, 2003, we have
accrued  $45,000  for  the  remaining  activities.

Antimony  Processing  Site.

We  have  environmental  remediation obligations at our antimony processing site
near  Thompson  Falls,  Montana  ("the  Stibnite  Hill  Mine  Site").  Under the
regulatory  jurisdiction of the U.S. Forest Service and subject to the operating
permit  requirements  of  the  Montana  Department  of Environmental Quality, we
performed substantial environmental reclamation activities during 1999 and 2000.
The  regulatory agencies require that we line a storm water pond and construct a
water  treatment  facility  and  thus  fulfill the majority of our environmental
responsibilities  at the Stibnite Hill Mine site.  At December 31, 2003, we have
accrued  $150,000,  most of which is classified as current for our antimony site
reclamation  activities.

Yellow  Jacket  Mine.

During  2002,  we  received  notification from the U.S. Forest Service outlining
only  minor  tasks  to  be  performed  during the 2003 field season.  The Forest
Service complimented our to-date reclamation efforts, characterizing the site as
a  potential  "showcase  for the mining industry."  At December 31, 2003 we have
$6,000  accrued  for  the  remaining  reclamation  activities.

BRZ.

During  2001,  we  recorded  a  reclamation  accrual  for our Bear River Zeolite
subsidiary,  based  on  an  analysis  performed  by  management and reviewed and
approved  by  regulatory  authorities  for  environmental bonding purposes.  The
accrual  of  $7,500  represents  the Company's estimated costs of reclaiming, in
accordance  with  regulatory  requirements, the acreage disturbed by our zeolite
operations  and  remains  unchanged  at  December  31,  2003.

                                         7


General.

Reclamation activities at the Yellow Jacket Mine and the Thompson Falls Antimony
Plant have proceeded informally under supervision of the U.S. Forest Service and
applicable  State  Departments  of Environmental Quality.  We have complied with
regulators'  requirements  and  do  not  expect  the  imposition  of substantial
additional  requirements.

We have posted cash performance bonds with a bank and the U.S. Forest Service in
connection  with  our reclamation activities.  In 2002 and 2001, the U.S. Forest
Service  released  a substantial portion of the environmental bonding funds that
had  been  deposited  for  remediation  of  the  Yellow  Jacket  Mine.

We  believe  we  have  accrued  adequate  reserves  to fulfill our environmental
remediation  responsibilities as of December 31, 2003.  We have made significant
reclamation  and  remediation progress on all our properties over the past three
years  and  have  complied  with  regulatory  requirements  in our environmental
remediation efforts. The change in amounts accrued for environmental remediation
activities  during  the  years  ended  December  31,  2002  and  2003




                                                                            
                             YANKEE FORK    THOMPSON FALLS    YELLOW JACKET    BEAR RIVER
                              MILL SITE      ANTIMONY PLANT    MINE             ZEOLITE       TOTAL

Balance December 31, 2001  $     57,028   $       151,510   $        9,125   $     7,500   $225,163
Less: Reclamation Costs .       (39,096)           (6,960)          (4,560)                 (50,616)
Adjustment of Accrued
Remediation Costs . . . .        22,068                                                      22,068
                           -------------  ----------------  --------------   -----------   --------
Balance December 31, 2002  $     40,000   $       144,550   $        4,565   $     7,500   $196,615
Less: Reclamation Costs .       (22,397)           (2,683)                                  (25,080)
Adjustment of Accrued
Remediation Costs . . . .        27,397             8,133            1,435                   36,965
                           -------------  ----------------  ---------------  ------------  --------
Balance December 31, 2003  $     45,000   $       150,000   $        6,000   $     7,500   $208,500
                           =============  ================  ===============  ============  ========




EMPLOYEES

As  of  December  31,  2003,  we employed 30 full-time employees.  The number of
full-time  employees  may vary seasonally.  None of our employees are covered by
any  collective  bargaining  agreement.

OTHER

We  hold  no  material  patents,  licenses,  franchises  or  concessions; but we
consider  our antimony processing plant proprietary in nature.  We use the trade
name  "Montana  Brand  Antimony  Oxide"  for  marketing  our  antimony products.

We  are  subject to the requirements of the Federal Mining Safety and Health Act
of  1977,  the  Occupational  Safety  and  Health  Administration's regulations,
requirements  of  the state of Montana and the state of Idaho, federal and state
health  and  safety  statutes and Sanders County, Lemhi County and Custer County
health  ordinances.

ITEM  2.  DESCRIPTION  OF  PROPERTIES

ANTIMONY  DIVISION

Our  principal  plant and mine are located in the Burns Mining District, Sanders
County,  Montana,  approximately  15  miles west of Thompson Falls, Montana.  We
hold  2  patented  mill  sites  and  12 patented lode mining claims covering 192
acres.  The  lode  claims  are  contiguous  within  two  groups.

Antimony  mining  and  milling  operations  were  curtailed  during  1983 due to
continued  declines  in  the  price  of  antimony.  We  are currently purchasing
foreign raw antimony materials and continue to produce antimony metal, oxide and
sodium  antimonate  from  our  antimony processing facility near Thompson Falls,
Montana.

                                    8



ZEOLITE  DIVISION

We  own  100%  of  Bear  River  Zeolite  Company  ("BRZ"),  an Idaho corporation
incorporated  on June 1, 2000.  BRZ has entered into a mining lease with Webster
Farm,  L.L.C.  The  lease  entitles  BRZ  to surface mine and process zeolite on
property  located  in  Preston,  Idaho  in  exchange for a royalty payment.  The
royalty  is a percentage of the unprocessed ore sale price, which varies between
8%-13%.  The  minimum annual royalty during the first five years is $1,000.  The
royalty  is  also payable on zeolite mined on adjacent Bureau of Land Management
("BLM"),  ground  on  which  BRZ  has located five additional BLM claims, if BRZ
accesses  those  claims across the leased property.  We are also subject to a 3%
royalty on all gross zeolite sales, payable to a company controlled by Al Dugan,
a  major shareholder and an affiliate. BRZ has constructed a processing plant on
the  property.

ITEM  3.  LEGAL  PROCEEDINGS

We  are  not  a  party  to  any  pending  legal  proceeding.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were  submitted  to  a  vote  of security holders during the fourth
quarter  of  2003.

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Currently,  our  common  stock  is traded on the Over the Counter Bulletin Board
("OTCBB")  under the symbol "UAMY."  The following table sets forth the range of
high and low bid prices as reported by the OTCBB for the periods indicated.  The
quotations  reflect  inter-dealer  prices  without  retail  mark-up, markdown or
commission,  and  may  not  necessarily  represent  actual  transactions.





                    
           2002        HIGH   LOW
      --------------  -----  -----
      First Quarter.  $0.29  $0.12
      Second Quarter   0.23   0.12
      Third Quarter.   0.23   0.15
      Fourth Quarter   0.22   0.15

          2003         HIGH   LOW
      --------------  ----- ------
      First Quarter.  $0.24  $0.14
      Second Quarter   0.33   0.13
      Third Quarter.   0.26   0.16
      Fourth Quarter   0.26   0.14




The  approximate  number of record holders of our common stock at March 27, 2004
is  2,642.

We  have  not declared or paid any dividends to our stockholders during the last
five  years  and  do  not anticipate paying dividends on our common stock in the
foreseeable future.  Instead, we expect to retain earnings for the operation and
expansion  of  our  business.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

Certain  matters discussed are forward-looking statements that involve risks and
uncertainties,  including  the  impact  of  antimony  prices  and  production
volatility,  changing market conditions and the regulatory environment and other
risks.  Actual  results  may  differ  materially  from  those  projected.  These
forward-looking  statements  represent  the Company's judgment as of the date of
this  filing. The Company disclaims, however, any intent or obligation to update
these  forward-looking  statements.

RESULTS  OF  OPERATIONS

The  Company  reported  a net loss of $798,634 in 2003 compared to a net loss of
$360,389  during  2002.  The  increase in the loss during 2003 was the result of
decreased  antimony  sales  and  increased  general and administrative expenses.

                                     9


Total revenues from antimony product sales for the year ended December 31, 2003,
were  $2,742,419  compared  with  $3,274,007  for  2002, a decrease of $531,588.
Sales  of antimony products during the year ended December 31, 2003 consisted of
2,166,691  pounds  at an average sale price of $1.27 per pound.  During the year
ended  December  31,  2002,  sales  of  antimony products consisted of 3,479,394
pounds  at  an  average  sale  price  of $0.94 per pound.    The decrease in the
amount  of  pounds  sold  during  2003  is  greatly due to the Company's Chinese
competitors offering antimony oxide at sales prices less than the Company's cost
of  production, resulting in the loss of customers to our competitors.  Combined
cash  costs  of  antimony production and freight and delivery were $2,403,070 or
$1.11  per pound sold, for the year ended December 31, 2003, as compared to cash
costs  of  antimony  production and freight and delivery of $2,873,096, or $0.83
per  pound sold for the year ended December 31, 2002. The increase in cash costs
per  pound  is partially due to an increase in production costs due to increased
propane  prices and freight and delivery costs.  Additionally, with fewer pounds
of  Antimony products being sold, the fixed costs per pound of antimony produced
increased  in  2003.  Depreciation  expense in the Antimony division was $41,288
during  2003  compared  to  $42,991  during  2002.  The decrease in depreciation
expense  was due to depreciable antimony processing equipment nearing the end of
its  useful  lives.

Sales  of  zeolite  products  were  $479,331, with associated cash cost of sales
including  freight and delivery costs of $529,397 during the year ended December
31, 2003, compared to sales of $199,890 and cash cost of sales including freight
and delivery costs of $265,390 during 2002.  This represents an increase of 140%
from  2002  to  2003. The tons shipped in 2003 were 4,526 tons compared to 2,054
tons  in  2002,  an  increase  of 120%. Depreciation expense was $55,254 for BRZ
during  2003,  compared  to  $41,071  during 2002.  The increase in depreciation
expense  during 2003 was due to more depreciable assets placed in service during
2003.

During  the  year  ended  December  31,  2003,  the Company incurred general and
administrative  expenses  totaling  $212,689  associated  with  BRZ  compared to
$86,658  during  2002, the increase was due to increased sales effect of zeolite
products.

Reclamation  at  Yellow  Jacket  is essentially complete.  Yankee Fork Mill Site
reclamation  was  $27,397 in 2003 compared to $22,068 in 2002.  Water monitoring
and  the  disposal  of  certain  materials  are  among  the  Company's  final
responsibilities  at Yankee Fork.  The Company believes it is nearing the end of
its  reclamation  work  at  Yankee  Fork.

Antimony general and administrative expenses were $434,563 during the year ended
December 31, 2003, compared to $327,936 during the year ended December 31, 2002.
The  increase in general and administrative expenses from 2002 to 2003 is due to
an increase in consulting and other fees associated with the Company's financing
activities  and  its  annual  meeting  of  shareholders  held  in  2003.

BRZ  sales  expenses  increased  to  $70,589  in  2003 from $62,654 in 2002, the
increase  was  due  to  increased  production  and marketing of zeolite in 2003.
Antimony  sales  expenses  were $67,818 during the year ended December 31, 2003,
compared  to  $80,397  during the year ended December 31, 2002.  The decrease in
antimony  sales  expenses  during  2002  was  primarily  related  to fewer sales
commissions  paid  to  independent  brokers  for  our  products  during  2003.

Interest  expense  was  $82,855  during the year ended December 31, 2003 and was
comparable  to  interest  expense  of  $80,462  incurred  during  the year ended
December  31,  2002.  We expect our interest expense to increase during 2004 due
to  the  sale  of  a  secured  convertible  note  payable.

During  2002, we adjusted our investment in USAMSA to recognize an impairment of
its  value.  The adjustment reduced our carrying value in USAMSA by $60,526.  No
such  adjustment  was  made  during 2003, except to absorb our share of USAMSA's
2003  operating  loss.

Accounts  receivable  factoring  expense  was  $106,175  during  the  year ended
December  31,  2003 compared to factoring expense incurred during the year ended
December  31,  2002  of  $94,765.  The  increase  was due to increased borrowing
activities  with  the  Company's  factoring  agents.  Interest  income and other
income increased to $10,711 during the year ended December 31, 2003, from $3,728
during the same period of 2002, due to an increase in other miscellaneous income
in  2003.

During 2002, the sale of a 3% gross sales royalty in BRZ to a Company controlled
by  Al  Dugan  resulted  in  revenue  of $200,000.  No similar BRZ royalty sales
occurred  in  2003.


                                   10




FINANCIAL  CONDITION  AND  LIQUIDITY

At  December  31,  2003,  Company  assets  totaled  $1,005,050,  and there was a
stockholders'  deficit  of  $1,692,337.  In  addition, at December 31, 2003, the
Company's  total  current  liabilities  exceeded  its  total  current  assets by
$1,676,612. Due to the Company's operating losses, negative working capital, and
stockholders'  deficit,  the  Company's  independent  accountants  included  a
paragraph  in  our  2003  financial  statements  relating  to  a  going  concern
uncertainty.  To  continue  as a going concern the Company must generate profits
from  its  antimony  and  zeolite sales and acquire additional capital resources
through  the  sale of its securities or from short and long-term debt financing.
Without financing and profitable operations, the Company may not be able to meet
its  obligations, fund operations and continue in existence. While management is
optimistic,  there  can be no assurance that the Company will be able to sustain
profitable  operations  and  meet  its  financial  obligations.

Other  significant  financial  commitments  for  future  periods  will  include:

  -Servicing  notes  payable  to  bank.
  -Paying  delinquent  property  and  payroll  tax  liabilities  and accounts
   payable.
  -Fulfilling  responsibilities  with  environmental,  labor  safety  and
   securities  regulatory  agencies.
  -Keeping  current  with  the  interest  payment requirements of the secured
   convertible  and  convertible  notes  payable.

Cash  used  by  operating  activities  during  2003  was  $449,459, and resulted
primarily  from  the  twelve  month  loss  of $798,634 as adjusted by increasing
accounts  payable  and  related party payables, non-cash effects of depreciation
and  amortization,  and  changes  in  other  current  assets  and  liabilities.

Cash  used  by  investing activities during the year ended December 31, 2003 was
$121,437,  all  of  which  related  to the construction and purchases of capital
assets  used  at  the  Bear  River  Zeolite  facility.

The Company was able to fund its operating loss and its acquisition of plant and
equipment  during  the year ended December 31, 2003, from net cash provided from
financing  activities  of  $570,896;  including $345,000 generated from sales of
unregistered  common stock and warrants, and proceeds from a secured convertible
note  payable  of  $250,000.

The  Company  hopes  that  it  will  have  additional  financial  resources from
increasing  gross  profits  from its antimony business and sales of zeolite from
BRZ.

ITEM  7.     FINANCIAL  STATEMENTS

The  consolidated  financial statements of the registrant are included herein on
pages  F1-F22.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

ITEM  8-A.  CONTROLS  AND  PROCEDURES

The  Registrant's  president  has evaluated the Registrant's disclosure controls
and  procedures  within 90 days of the filing date of this annual report.  Based
upon this evaluation, the Registrant's president concluded that the Registrant's
disclosure  controls  and  procedures  are  effective  in ensuring that material
information  required  to  be disclosed is included in the reports that it files
with  the  Securities  and  Exchange  Commission.

There  were  no significant changes in the Registrant's internal controls or, to
the  knowledge  of the management of the Registrant, in other factors that could
significantly  affect  these  controls  subsequent  to  the  evaluation  date.


                                          11




PART  III

ITEM  9. DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS,
         COMPLIANCE  WITH SECTION  16(A)  OF  THE  EXCHANGE  ACT

Identification  of directors and executive officers at December 31, 2003, are as
follows:





                                                                                 
                                               Affiliation
            Name                     Age          with us                          Expiration of Term
        -----------               ------      --------------                       ------------------

      John C. Lawrence. . . . . .    65       Chairman, President, Secretary,        Annual meeting
                                              and Treasurer; Director
      Robert A. Rice. . . . . . .    79       Director                               Annual meeting
      Leo Jackson . . . . . . .      62       Director                               Annual meeting



BUSINESS  EXPERIENCE  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

JOHN  C. LAWRENCE.  Mr. Lawrence has been the president and a director since our
inception.  Mr.  Lawrence  was the president and a director of AGAU Mines, Inc.,
our  corporate predecessor, since the inception of AGAU Mines, Inc. in 1968.  He
is  a  member  of  the  Society  of Mining Engineers and a recipient of the Uuno
Sahinen  Silver  Medallion Award presented by Butte Tech, University of Montana.
He  has  a vast background in mining, milling, smelting, chemical processing and
oil  and  gas.

ROBERT  A. RICE.  Mr. Rice is a metallurgist, having been employed by the Bunker
Hill  Company,  a  wholly-owned  subsidiary  of  Gulf  Resources  and  Chemical
Corporation  at  Kellogg,  Idaho, as Senior Metallurgist and Mill Superintendent
until  his  retirement  in  1965.  Mr.  Rice  has  been  a  director since 1975.

LEO  JACKSON.  Mr.  Jackson  is  a  resident of El Paso, Texas.  For the past 15
years,  he  has been a principal owner and the president of Production Minerals,
Inc.,  a company which has an indirect 25% interest in the stock of USAMSA.  Mr.
Jackson  is one of the principal owners of Minera de Roja, S.A. de C.V., and has
been  involved  in  the  production and marketing of industrial minerals such as
fluorspar  and  celestite  in  the  United  States and Mexico for 25 years.  Mr.
Jackson  speaks  fluent  Spanish  and  has  a BBA degree from the Sul Ross State
University  in  Texas.  Mr.  Jackson  has  been  a director since February 1999.

We  are  not  aware  of  any  involvement by our directors or executive officers
during  the  past  five  years  in  legal  proceedings  that  are material to an
evaluation  of  the  ability  or integrity of any director or executive officer.

Board  Meetings and Committees.  Our Board of Directors held twelve (12) regular
------------------------------
meetings  during  the  2003  calendar year.  Each incumbent director attended at
least  75% of the meetings held during the 2003 calendar year, in the aggregate,
by  the  Board  and  each  committee of the Board of which he was a member.  Our
Board  of  Directors  does  not  have  a Compensation Committee, or a Nominating
Committee.

Our  Board  of  Directors  has  established an Audit Committee consisting of one
member (Robert A. Rice) of the Board of Directors not involved in our day-to-day
financial  management.  Mr.  Rice  is  not  considered  a  financial expert; the
Company  does  not have the necessary capital resources to attract and retain an
independent  financial  expert  to  serve  on  its  Audit  Committee.

Board Member Compensation.  We paid directors' fees in the form of 26,000 shares
-------------------------
of  our  Series  D  Preferred  Stock  per  director  during  2003.

Section  16(a)  Beneficial Ownership Reporting Compliance.  Section 16(a) of the
---------------------------------------------------------
Securities  Exchange  Act  of 1934 requires our directors and executive officers
and  the holders of 10% or more of our common stock to file reports of ownership
and  changes in ownership with the Securities and Exchange Commission. Officers,
directors  and  stockholders  holding  more  than  10%  of  our common stock are
required  by the regulation to furnish us with copies of all Section 16(a) forms
they  have  filed.

Based  solely  on our review of copies of Forms 3, 4, and 5 furnished to us, Mr.
Lawrence  timely  filed  Form 4 reports during 2002.  We do not know if Mr. Rice
and  Mr.  Jackson  timely filed Form 4 or Form 5 reports during 2003.  We do not
know  if  Al  W.  Dugan,  a shareholder who became a 10% beneficial owner during
2000,  timely  filed  Form  3,  or  Form  4,  or  Form  5  reports  during 2003.
                                         12


Code of  Ethics
---------------

The Company has adopted a Code of Ethics that applies to the Company's executive
officers and its directors.  The Company will provide, without charge, a copy of
the Code of Ethics on the written request of any person addressed to the Company
at:  United States Antimony Corporation, P.O. Box 643, Thompson Falls, MT 59873.

ITEM  10.  EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE

The  Securities  and  Exchange  Commission  requires the following table setting
forth for fiscal years ending December 31, 2003, 2002 and 2001; the compensation
paid  by  USAC  to  its  principal  executive  officer.




                                                                                              
                                          ANNUAL COMPENSATION                            LONG-TERM COMPENSATION

                                                                                       AWARDS               PAYOUTS
                                                                             ----------------------- -----------------------
                                                                             Restricted   Securities
                                                            Other Annual      Options/    Underlying All Other    All Other
Name and Principal Position   Year     Salary     Bonus   Compensation (1)    Awards (2)   LTIP SARs  Payouts   Compensation
---------------------------  ------  ---------   -------  ---------------    -----------  ---------- --------  -------------
John C. Lawrence, President   2003    $ 96,000     N/A       $ 5,538            $ 2,400      None      None         None
John C. Lawrence, President   2002    $ 96,000     N/A       $ 5,538            $ 2,400      None      None         None
John C. Lawrence, President   2001    $ 96,000     N/A       $ 5,538            $     0      None      None         None




(1) Represents  earned  but  unused  vacation.
(2) These  figures represent the fair values, as of the date of issuance, of
    the annual director's fee payable to  Mr. Lawrence in the form of shares of
    USAC's Series D Preferred stock  or  restricted  Common  Stock.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table sets forth information regarding beneficial ownership of our
common  stock  as  of  March  27, 2004, by (i) each person who is known by us to
beneficially  own  more  than  5%  of  our Series A, C, and D preferred stock or
common  stock;  (ii) each of our executive officers and directors; and (iii) all
of  our  executive  officers  and directors as a group. Unless otherwise stated,
each  person's  address is c/o United States Antimony Corporation, P.O. Box 643,
1250  Prospect  Creek  Road,  Thompson  Falls,  Montana  59873.




                                                                                   
                                      NAME AND ADDRESS OF            AMOUNT AND NATURE OF   PERCENT OF
TITLE OF CLASS . . . . . . . . . . .  BENEFICIAL OWNER(1)            BENEFICIAL OWNERSHIP   CLASS(1)
------------------------------------  -----------------------------  ---------------------  -----------
Common stock . . . . . . . . . . . .  The Maguire Family and                  1,406,898(2)         5.0%
                                      related entities as a group
                                      c/o Walter L. Maguire, Sr.
                                      P.O. Box 129
                                      Keller, VA 23401
Common stock . . . . . . . . . . . .  The Dugan Family                        8,795,625(4)        26.4
                                      c/o A. W. Dugan
                                      1415 Louisiana Street, Suite 3100
                                      Houston, TX 77002
Preferred Series A . . . . . . . . .  A. Gordon Clark, Jr.                        4,500(7)       100.0
stock. . . . . . . . . . . . .        2 Musket Trail
                                      Simsbury, CT 06070
Preferred Series C . . . . . . . . .  Walter L. Maguire, Sr.                     49,091(7)        27.6
stock. . . . . . . . . . . . . . . .  P.O. Box 129
                                      Keller, VA 23401
Preferred Series C . . . . . . . . .  Richard A. Woods                           48,305(7)        27.2
stock. . . . . . . . . . . . . . . .  59 Penn Circle West
                                      Penn Plaza Apts.
                                      Pittsburgh, PA 15206

                                          13
                                      NAME AND ADDRESS OF. . . . .   AMOUNT AND NATURE OF    PERCENT OF
TITLE OF CLASS . . . . . . . . . . .  BENEFICIAL OWNER(1)            BENEFICIAL OWNERSHIP    CLASS(1)
------------------------------------  -----------------------------  ---------------------   -----------

Preferred Series C . . . . . . . . .  Dr. Warren A. Evans                        48,305(7)        27.2
stock. . . . . . . . . . . . . . . .  69 Ponfret Landing Road
                                      Brooklyn, CT 06234
Preferred Series C . . . . . . . . .  Edward Robinson                            32,203(7)        18.1
stock. . . . . . . . . . . . . . . .  1007 Spruce Street 1st Floor
                                      Philadelphia, PA 19107
Preferred Series D . . . . . . . . .  Gary D. Babbitt                           475,000(5) (7)    22.5
                                      877 W. Main Street, Suite 1000
                                      Boise, ID 83702
Common stock . . . . . . . . . . . .  John C. Lawrence                        3,836,653(3)        12.8
Common stock . . . . . . . . . . . .  Robert A. Rice                            214,791           Nil
Common stock . . . . . . . . . . . .  Leo Jackson                                56,700           Nil
Preferred Series D . . . . . . . . .  John C. Lawrence                        2,551,070(6) (7)    88.7
Preferred Series D . . . . . . . . .  Robert A. Rice                             50,000            2.7
Preferred Series D . . . . . . . . .  Leo Jackson                                50,000            2.7
------------------------------------  -----------------------------  ---------------------  -----------
Common stock and
Series D Preferred Stock . . . . . .  All directors and executive
                                      officers as a group
                                      (3 persons). . . .                      6,759,214           20.6
                                                                             ----------          ------


(1) Beneficial  Ownership  is determined in accordance with the rules of the
Securities  and  Exchange Commission and generally includes voting or investment
power  with  respect to securities. Shares of common stock subject to options or
warrants  currently  exercisable  or  convertible, or exercisable or convertible
within  60  days  of  March  27,  2004  are deemed outstanding for computing the
percentage  of  the  person  holding  options  or  warrants  but  are not deemed
outstanding  for  computing  the percentage of any other person. Percentages are
based  on a total of 28,114,288 shares of common stock, 4,500 shares of Series A
Preferred  Stock,  177,904  shares  of  Series  C Preferred Stock, and 1,863,672
shares  of  Series  D  Preferred  Stock  outstanding  on  March  27,  2004.

(2) Includes  1,007,843  shares  owned  by  the  Maguire Foundation; 129,000
shares  owned  by  Walter  L.  Maguire,  Sr.;  45,500  shares owned by Walter L.
Maguire,  Trustee;  and 224,555 shares owned by Walter L. Maguire, Jr.  Excludes
1,003,409  shares  owned  by  the  1934  Maguire  Trust.

(3) Includes  2,086,653  shares of common stock and 1,750,000 stock purchase
warrants  issuable  through  the  conversion  of  a  convertible  note  payable.
Excludes  75,000 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence
disclaims  beneficial  ownership.

(4) Includes 1,823,767 shares owned by Al W. Dugan; and 1,876,449 shares, in
the  aggregate,  owned  by  companies  owned  and controlled by Al W. Dugan; and
5,095,404  stock purchase warrants and shares issuable through the conversion of
a  secured  convertible  note  payable.  Excludes  183,333 shares owned by Lydia
Dugan  as  to  which  Mr.  Dugan  disclaims  beneficial  ownership.

(5) Includes  warrants  to  purchase  250,000  shares  of Series D Preferred
Stock.

(6) Includes  1,538,672  shares  of Series D preferred stock and warrants to
purchase  1,012,398  shares  of  Series  D  Preferred  Stock.

(7) The  outstanding  Series A, Series C and Series D preferred shares carry
voting  rights.

ITEM  12.   CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Described  below  are  transactions  during the last two years to which we are a
party  and  in which any director, executive officer or beneficial owner of five
percent  (5%)  or more of any class of our voting securities or relatives of our
directors,  executive  officers  or  five  percent  (5%) beneficial owners has a
direct  or indirect material interest.  See also transactions described in notes
4,  7,  9,  11  and  12  to  our  Financial  Statements as of December 31, 2003.


                                      14


-Leo  Jackson, a director, is a principal owner and president of Production
Minerals,  Inc., a company which indirectly owns 25% of the stock of USAMSA.  We
own  50%  of  the  stock  of  USAMSA.

-During  2003,  the  Company  issued 111,185 warrants to purchase shares of
Series  D  preferred  stock  to  John C. Lawrence, the Company's president and a
director, for his assistance in procuring equipment financing.  The warrants are
exercisable  at  $0.30  per  share  and  expire  in  2008.

-We reimburse John C. Lawrence, a director and Chief Executive Officer, for
operational  and  maintenance  expenses  incurred  in connection with our use of
equipment  owned  by  Mr.  Lawrence,  including welding trucks, backhoes, and an
aircraft.  Reimbursements  for  2003  and  2002  totaled  $52,125  and  $56,481,
respectively,  in addition, we accrued interest expense of $7,795 and $13,688 on
net  advances  due Mr. Lawrence, for the years ended December 31, 2003 and 2002,
respectively.

-At  December  31,  2003  and  2002,  we  owed  legal fees in the amount of
$149,971  and  $140,018,  respectively,  to an outside law firm in which Gary D.
Babbitt,  formerly  a  director,  is  a  partner.

-During  2003,  the  Company issued 26,000 shares of its Series D preferred
stock  to  each  member  of  its  Board  of  Directors as compensation for their
services  as  directors.  In  connection  with  the  issue, the Company recorded
$7,800  in director compensation based on an aggregate of 78,000 Series D shares
issued.

-In  June  2003,  the  Company  issued 201,000 shares of Series D preferred
stock and 200,000 Series D preferred stock purchase warrants to Gary D. Babbitt,
a former director, for his consulting services.  In connection with the issue to
Mr. Babbitt, the Company recognized $20,100 of consulting expense based upon its
estimated  value  of  the  services rendered and shares issued.  During 2002, we
issued  Mr.  Babbitt  24,000 shares of Series D preferred stock for his services
rendered.

-In  September  2003,  the  Company  issued John C. Lawrence, the Company's
president  and  a  director,  100,000 shares of Series D preferred stock for his
help  in financing the Company's operations.  In connection with this issue, the
Company recorded $15,000 of compensation expense based on its estimated value of
the  shares  issued.

-During  2003, the Company sold a $250,000 secured convertible note payable
to  a  company  controlled by Al Dugan, a major shareholder.  In connection with
the  sale  Mr.  Dugan received 2,000,000 stock purchase warrants excercisable at
$0.20  per  share  until  December  22,  2008.

-During  2003,  the  Company cancelled 1,388,672 shares of its common stock
and  re-issued  an equal amount of Series D preferred stock to John C. Lawrence,
the  Company's  president  and  a  director.

-During  2003,  John  C.  Lawrence,  the Company's president and a director
converted  $100,000  of  current  debt due him into a convertible long-term note
payable.  In  connection  with  the  sale  Mr. Lawrence received 1,000,000 stock
purchase  warrants  excercisable  at  $0.20  per  share until December 22, 2007.

-During  2002,  the  Company  issued 250,000 warrants to purchase shares of
Series  D  preferred stock to Gary D. Babbitt, for legal services rendered.  The
warrants  are  excercisable  at  $0.20  per  share  and expire in 2005 and 2007.

-During  2002,  the  Company  issued 151,213 warrants to purchase shares of
Series  D  preferred  stock  to John C. Lawrence in exchange for his warrants to
purchase  151,213  shares  of  the  Company's  common  stock.  The  warrants are
excercisable  at  $0.20  per  share  and  expire  in  2005  and  2007.

-During  2002,  the Company sold a 3% gross proceeds royalty on all zeolite
extracted from BRZ to Delaware Royalty Company, Inc., a company controlled by Al
Dugan,  a major shareholder.  The Company received $200,000 from the sale of the
royalty  interest.  During  the  years  ended  December  31,  2003 and 2002, the
Company  paid  Delaware  Royalty  Company,  Inc.  $11,575 and $705 in royalties,
respectively.

                                        15


-Included  in  the  sale  of  the  Company's  common stock and common stock
warrants  during  2003,  were  333,334 shares of common stock and 333,334 common
stock  purchase  warrants sold to companies controlled by directors or immediate
family  members  of  directors  of  the  Company.

-During  2002,  we  issued 750,000 Series D Preferred Stock warrants to our
president,  John  C.  Lawrence  in  consideration  of  his  advances made to the
Company.  The warrants expire in September of 2007, and are exercisable at $0.20
per  share.

-On  March 20, 2002 we sold Al W. Dugan, a major shareholder, 50,000 shares
of  our  common  stock and agreed to issue warrants to purchase 50,000 shares of
common  stock,  for $0.20 per share or $10,000.  The warrants are exercisable at
$0.30  per  share.

-During  the  fourth  quarter of 2002, the Company issued each of its three
directors,  24,000  shares  of  Series  D  Preferred Stock for their services as
directors.

-On  February  12,  2002  we sold Al W. Dugan, a major shareholder, 250,000
shares  of  our  common  stock  and agreed to issue warrants to purchase 250,000
shares  of  common  stock,  for  $0.20  per  share or $50,000.  The warrants are
exercisable  at  $0.30  per  share.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBIT  NUMBER          DESCRIPTION
----------------          -----------

3.01 Articles  of  Incorporation  of  USAC, filed as an exhibit to USAC's Form
10-KSB for the fiscal year ended December 31, 1995 (File No.001-08675), are
incorporated  herein  by  this  reference.

3.02 Amended  and  Restated Bylaws of USAC, filed as an exhibit to amendment
No.  2  to  USAC's  Form  SB-2  Registration  Statement (Reg. No.333-45508)
are  incorporated  herein  by  this  reference.

3.03 Articles of Correction of Restated Articles of Incorporation of USAC.

3.04 Articles  of Amendment to the Articles of Incorporation of United  States
Antimony  Corporation, filed as an exhibit to USAC's Form 10-QSB for the
quarter ended September 30, 2002 (File No. 001-08675), are incorporated herein
by  this  reference.

4.01 Key  Employees  2000  Stock  Plan,  filed as an exhibit to USAC's  Form
S-8  Registration  Statement  filed  on  March  10, 2000 (File No.333-32216)
is  incorporated  herein  by  this  reference.

Documents  filed  with  USAC's  Annual  Report on Form 10-KSB for the year ended
December  31,  1995  (File  No.  001-08675),  are  incorporated  herein  by this
reference:

10.10 Yellow  Jacket  Venture  Agreement

10.11 Agreement  Between  Excel-Mineral  USAC  and  Bobby  C. Hamilton

10.12 Letter  Agreement

10.13 Columbia-Continental  Lease  Agreement  Revision

10.14 Settlement  Agreement  with  Excel  Mineral  Company

10.15 Memorandum  Agreement

10.16 Termination  Agreement

10.17 Amendment  to  Assignment  of  Lease  (Geosearch)
                              16



10.18 Series B Stock Certificate to Excel-Mineral Company, Inc.

10.19 Division  Order  and  Purchase  and  Sale  Agreement

10.20 Inventory  and  Sales  Agreement

10.21 Processing  Agreement

10.22 Release  and  settlement  agreement  between  Bobby  C. Hamilton  and
United  States  Antimony  Corporation

10.23 Columbia-Continental  Lease  Agreement

10.24 Release  of  Judgment

10.25 Covenant  Not  to  Execute

10.26 Warrant  Agreements  filed as an exhibit to USAC's Annual Report on
Form 10-KSB for the year ended December 31, 1996 (File No. 001-08675),
are  incorporated  herein  by  this  reference

10.27 Letter  from EPA, Region 10 filed as an exhibit to USAC's Quarterly
Report  on Form 10-QSB for the quarter ended September 30, 1997 (File
No. 001-08675) is  incorporated  herein  by  this  reference

10.28 Warrant  Agreements  filed as an exhibit to USAC's Annual
Report  on Form 10-KSB for the year ended December 31, 1997 (File No. 001-08675)
are  incorporated  herein  by  this  reference

10.30 Answer, Counterclaim  and Third-Party Complaint filed as an exhibit to
USAC's  Quarterly  Report on Forms 10-QSB for the quarter ended September 30,
1998 (File No. 001-08675) is incorporated herein by this reference

Documents  filed  with  USAC's  Annual  Report on Form 10-KSB for the year ended
December  31,  1998  (File  No.  001-08675),  are  incorporated  herein  by this
reference:

10.31 Warrant  Issue-Al  W.  Dugan

10.32 Amendment  Agreement

Documents  filed  with  USAC's  Quarterly  Report on Form 10-QSB for the quarter
ended  March  31,  1999  (File  No.  001-08675)  are incorporated herein by this
reference:

10.33 Warrant  Issue-John  C.  Lawrence

10.34 PVS  Termination  Agreement

Documents  filed as an exhibit to USAC's Form 10-KSB for the year ended December
31,  1999  (File  No.  001-08675)  are  incorporated  herein  by this reference:

10.35 Maguire  Settlement  Agreement

10.36 Warrant  Issue-Carlos  Tejada

10.37 Warrant  Issue-Al  W.  Dugan

10.38 Memorandum  of  Understanding  with  Geosearch  Inc.

10.39 Factoring  Agreement-Systran  Financial  Services Company

10.40 Mortgage  to  John  C.  Lawrence

                                              17


10.41 Warrant Issue-Al W. Dugan filed as an exhibit to USAC's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 2000 (File No. 001-08675)
is  incorporated  herein  by  this  reference

10.42 Agreement  between United States Antimony Corporation and Thomson
Kernaghan & Co., Ltd. filed as an exhibit to USAC form 10-QSB for the quarter
ended June 30, 2000 (File No. 001-08675) are incorporated herein by this
reference.

10.43 Settlement  agreement  and  release of all claims between the  Estate of
Bobby C. Hamilton and United States Antimony Corporation filed as an exhibit to
USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are
incorporated herein  by  this  reference.

10.44 Supply  Contracts with Fortune America Trading Ltd. filed
as  an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No.
001-08675)  are  incorporated  herein  by  this  reference.

10.45 Amended  and Restated Agreements with Thomson Kernaghan &
Co.,  Ltd,  filed  as  an  exhibit  to  amendment  No.  3  to  USAC's  Form SB-2
Registration  Statement  (Reg.  No.  333-45508), are incorporated herein by this
reference.

10.46 Purchase  Order  from Kohler Company, filed as an exhibit
to  amendment  No.  4  to  USAC's  Form  SB-2  Registration  Statement (Reg. No.
333-45508)  are  incorporated  herein  by  this  reference.

Documents  filed  as an exhibit to USAC's Form 10-QSB for the quarter ended June
30,  2002  (File  No.  001-08675)  are  incorporated  herein  by this reference.

10.47 Bear  River  Zeolite Company Royalty Agreement, dated May 29,  2002

10.48 Grant  of  Production  Royalty,  dated  June  1,  2002

10.49 Assignment of Common Stock of Bear River Zeolite Company, dated
May  29,  2002

10.50 Agreement  to  Issue  Warrants of USA, dated May 29, 2002

10.51 Secured convertible note payable Delaware Royalty Company dated
December  22,  2003*

10.52 Convertible note payable John C. Lawrence dated December 22, 2003*

10.53 Pledge, Assignment and Security Agreement dated December 22, 2003*

10.54 Note  Purchase  Agreement  dated  December  22,  2003*

21.01 Subsidiary  of  USAC*

14.0 Code  of  Ethics*

31.1 Rule  13a-14(a)/15d-14(a)  Certifications
     Certification  of  John  C.  Lawrence*

32.1 Section  1350  Certifications
     Certification  of  John  C.  Lawrence*

44.1 CERCLA Letter from U.S. Forest Service filed as an exhibit
to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are
incorporated  herein  by  this  reference and filed as an exhibit to USAC's Form
10-KSB  for  the  year ended December 31, 1995 (File No. 1-8675) is incorporated
herein  by  this  reference.
______________________
*    Filed  herewith.

                                 18


Reports  on  Form  8-K
Item  5.     Other  Events  -  October  10,  2003.

EXHIBIT  21.01

SUBSIDIARY  OF  REGISTRANT,  AS  OF  DECEMBER  31,  2003
Bear  River  Zeolite  Company
C/o  Box  643
Thompson  Falls,  MT  59873

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

The  Company's Board of Directors and audit committee reviews and approves audit
and  permissible non-audit services performed by DeCoria, Maichel & Teague P.S.,
as well as the fees charged by DeCoria, Maichel & Teague P.S. for such services.
In  its review of non-audit service fees and its appointment of DeCoria, Maichel
&  Teague  P.S. as the Company's independent accountants, the Board of Directors
considered whether the provision of such services is compatible with maintaining
DeCoria,  Maichel  &  Teague P.S. independence. All of the services provided and
fees  charged by DeCoria, Maichel & Teague P.S. in 2003 were pre-approved by the
Board  of  Directors  and  its  audit  committee.


AUDIT  FEES

The  aggregate  fees  billed  by DeCoria, Maichel & Teague P.S. for professional
services for the audit of the annual financial statements of the Company and the
reviews  of the financial statements included in the Company's quarterly reports
on  Form 10-QSB for 2003 and 2002 were $44,300 and $40,700, respectively, net of
expenses.

AUDIT-RELATED  FEES

There  were  no  other  fees billed by DeCoria, Maichel & Teague P.S. during the
last  two  fiscal  years for assurance and related services that were reasonably
related  to  the  performance  of the audit or review of the Company's financial
statements  and  not  reported  under  "Audit  Fees"  above.

TAX  FEES

The  aggregate fees billed by DeCoria, Maichel & Teague P.S. during the last two
fiscal  years  for  professional  services rendered by DeCoria, Maichel & Teague
P.S.  for  tax compliance for 2003 and 2002 were $2,600 and $2,335 respectively.

ALL  OTHER  FEES

There  were  no  other  fees billed by DeCoria, Maichel & Teague P.S. during the
last  two  fiscal years for products and services provided by DeCoria, Maichel &
Teague  P.S.





                                      19




                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange
    Act of 1934, the Registrant has duly caused this report to be signed on its
              behalf by the undersigned, thereunto duly authorized.


                       UNITED STATES ANTIMONY CORPORATION
                                  (Registrant)


                       By:/s/ John C. Lawrence Date: April 8, 2004
                          -------------------------------
                      John C. Lawrence, President, Director
                         and Principal Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
  has been signed below by the following persons on behalf of the Registrant and
                  in the capacities and on the dates indicated.


                       By:/s/ John C. Lawrence Date: April 8, 2004
                          -------------------------------
                    John C. Lawrence, Director and President
                 (Principal Executive, Financial and Accounting
                                    Officer)


                          By:/s/ Leo Jackson Date: April 12, 2004
                               --------------------------
                              Leo Jackson, Director


                         By:/s/ Robert A. Rice Date: April 12, 2004
                            ----------------------------
                            Robert A. Rice, Director





                                 20



Exhibit  31.1

                                  CERTIFICATION

I,  John  C.  Lawrence,  certify  that:

(1)  I have reviewed this annual report on Form 10-KSB of United States Antimony
Corporation.

(2)  Based on my knowledge, this report does not contain any untrue statement of
a  material  fact  or  omit  to  state  a  material  fact  necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;
(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;
(4)  I  am  responsible for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e) and 15d-15(e)) and
internal  control  over  financial  reporting  (as defined in Exchange Act Rules
13a-15(f)  and  15d-15(f))  for  the  small  business  issuer  and  have:
(a)  Designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  small  business  issuer, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;
(b)  Designed  such  internal  control  over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;
(c)  Evaluated  the  effectiveness  of  the  small  business issuer's disclosure
controls  and  procedures and presented in this report our conclusions about the
effectiveness  of  the  disclosure controls and procedures, as of the end of the
period  covered  by  this  report  based  on  such  evaluation;  and
(d)  Disclosed in this report any change in the small business issuer's internal
control  over  financial  reporting  that  occurred  during  the  small business
issuer's  most  recent fiscal quarter (the small business issuer's fourth fiscal
quarter  in  the  case  of an annual report) that has materially affected, or is
reasonably  likely  to  materially  affect, the small business issuer's internal
control  over  financial  reporting;  and
(5)  I  have  disclosed,  based on my most recent evaluation of internal control
over  financial reporting, to the small business issuer's auditors and the audit
committee  of  the  small  business  issuer's  Board  of  Directors  (or persons
performing  the  equivalent  functions):
(a)  All  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  small  business  issuer's ability to record,
process,  summarize  and  report  financial  information;  and
(b)  Any  fraud,  whether  or  not  material,  that involves management or other
employees  who  have  a significant role in the small business issuer's internal
control  over  financial  reporting.

Date: April 8, 2004
/s/  John  C.  Lawrence
John  C.  Lawrence,  President,  and  Chief  Executive  Officer

                                   21



Exhibit  32.1

CERTIFICATION  PURSUANT  TO  THE  SARBANES-OXLEY  ACT
18  U.S.C.  SECTION  1350
AS  ADOPTED  PURSUANT  TO  SECTION  906
OF  THE  SARBANES-OXLEY  ACT  OF  2002

I,  John  C.  Lawrence,  director  and  president  of  United  States  Antimony
Corporation  (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section
1350,  as  adopted  pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002,
that,  to  my  knowledge:

1.     This  Annual  Report on Form 10-KSB of the Registrant for the fiscal year
ended  December  31,  2003, as filed with the Securities and Exchange Commission
(the  "report"),  fully complies with the requirements of Section 13(a) or 15(d)
of  the  Securities  Exchange  Act  of  1934;  and

2.     The  information contained in the report fairly presents, in all material
respects,  the  financial condition and results of operations of the Registrant.

Date: April 8, 2004
/s/  John  C.  Lawrence
-----------------------
John  C.  Lawrence
President  and  Director

                                           22





                                                                   DeCoria,
                                                                   Maichel
                                                                   & Teague P.S.





REPORT  OF  INDEPENDENT  ACCOUNTANTS



To  the  Board  of  Directors  and  Stockholders  of
United  States  Antimony  Corporation

We  have  audited  the accompanying consolidated balance sheets of United States
Antimony  Corporation  and  its subsidiary as of December 31, 2003 and 2002, and
the  related  consolidated  statements  of  operations, changes in stockholders'
deficit  and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial position of United States
Antimony  Corporation  and  its subsidiary as of December 31, 2003 and 2002, and
the  consolidated results of their operations and their cash flows for the years
then  ended,  in conformity with accounting principles generally accepted in the
United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial  statements,  the Company has negative working capital, an accumulated
deficit  and  total stockholders' deficit that raise substantial doubt about its
ability  to  continue  as a going concern. Management's plans in regard to these
matters  are  also  described in Note 1. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.


/s/DeCoria, Maichel & Teague P.S.

DeCoria,  Maichel  &  Teague  P.S.
Spokane,  Washington

February  13,  2004


                                     F-1




UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
CONSOLIDATED  BALANCE  SHEETS
December  31,  2003  and  2002





                                                                                                 
                                                                                        2003           2002
                                                      ASSETS
Current assets:
  Accounts receivable, less allowance
    for doubtful accounts of $30,000. . . . . . . . . . . . . . . . . . . . . . .  $     51,081   $    106,971
  Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       153,053        123,307
                                                                                   -------------  -------------
          Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . .       204,134        230,278

Investment in USAMSA, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .        11,913         18,625
Properties, plants and equipment, net . . . . . . . . . . . . . . . . . . . . . .       554,311        529,416
Restricted cash for bank note payable . . . . . . . . . . . . . . . . . . . . . .       105,649        102,022
Restricted cash for reclamation bonds . . . . . . . . . . . . . . . . . . . . . .        99,043         91,186
Deferred financing costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        30,000
                                                                                   -------------
          Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,005,050   $    971,527
                                                                                   =============  =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Checks issued and payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     87,927   $     53,641
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       909,696        783,799
  Accrued payroll and property taxes. . . . . . . . . . . . . . . . . . . . . . .       197,761        280,247
  Accrued payroll and other . . . . . . . . . . . . . . . . . . . . . . . . . . .        88,085         85,838
  Judgment payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        53,130         49,780
  Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .        16,645         18,663
  Payable to related parties. . . . . . . . . . . . . . . . . . . . . . . . . . .       232,111        202,625
  Stock subscriptions payable . . . . . . . . . . . . . . . . .                . . . . . . . . .        35,000
  Notes payable to bank, current. . . . . . . . . . . . . . . . . . . . . . . . .       144,391        266,284
  Accrued reclamation costs, current. . . . . . . . . . . . . . . . . . . . . . .       151,000         44,565
                                                                                   -------------  -------------
          Total current liabilities . . . . . . . . . . . . . . . . . . . . . . .     1,880,746      1,820,442

Secured convertible and convertible notes payable . . . . . . . . . . . . . . . .       350,000
Notes payable to bank, noncurrent . . . . . . . . . . . . . . . . . . . . . . . .       409,141        345,638
Accrued reclamation costs, noncurrent . . . . . . . . . . . . . . . . . . . . . .        57,500        152,050
                                                                                   -------------  -------------
          Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,697,387      2,318,130
                                                                                   -------------  -------------

Commitments and contingencies (Notes 1 and 15)

Stockholders' deficit:
  Preferred stock, $0.01 par value, 10,000,000 shares authorized:
      Series A: 4,500 shares issued and outstanding
        (liquidation preference $123,750 at December 31, 2003). . . . . . . . . .            45             45
      Series B: 750,000 shares issued and outstanding
        (liquidation preference $825,000 at December 31, 2003). . . . . . . . . .         7,500          7,500
      Series C: 177,904 shares issued and outstanding
        (liquidation preference $97,847 at December 31, 2003) . . . . . . . . . .         1,779          1,779
      Series D: 1,863,672 and 96,000 shares issued and outstanding, respectively
        (liquidation preference $4,659,180 at December 31, 2003). . . . . . . . .        18,636            960
  Common stock, $0.01 par value, 50,000,000 and 30,000,000 shares authorized;
    28,114,288 and 27,027,959 shares issued and outstanding, respectively . . . .       281,143        270,279
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . .    17,387,970     16,963,610
  Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (19,389,410)   (18,590,776)
                                                                                   -------------  -------------
          Total stockholders' deficit . . . . . . . . . . . . . . . . . . . . . .    (1,692,337)    (1,346,603)
                                                                                   -------------  -------------
          Total liabilities and stockholders' deficit . . . . . . . . . . . . . .  $  1,005,050   $    971,527
                                                                                   =============  =============



                                          F-2



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
For  the  years  ended  December  31,  2003  and  2002




                                                   
                                                  2003          2002

Revenues:
  Sales of antimony products and other. .  $ 2,742,419   $ 3,274,007
  Sales of zeolite products . . . . . . .      479,331       199,890
                                           ------------  ------------
                                             3,221,750     3,473,897
                                           ------------  ------------

Cost of sales (exclusive of depreciation, as separately stated):
  Cost of antimony production . . . . . .    2,140,714     2,541,657
  Antimony depreciation . . . . . . . . .       41,288        42,991
  Antimony freight and delivery . . . . .      262,356       331,439
  Cost of zeolite production. . . . . . .      447,772       242,961
  Zeolite depreciation. . . . . . . . . .       55,254        41,071
  Zeolite freight and delivery. . . . . .       81,625        22,429
                                           ------------  ------------
                                             3,029,009     3,222,548
                                           ------------  ------------

Gross profit. . . . . . . . . . . . . . .      192,741       251,349
                                           ------------  ------------

Other operating expenses:
  Yankee Fork Mill site reclamation . . .       27,397        22,068
  Antimony general and administrative . .      434,563       327,936
  Antimony sales expenses . . . . . . . .       67,818        80,397
  Zeolite general and administrative. . .      212,689        86,658
  Zeolite sales expenses. . . . . . . . .       70,589        62,654
                                           ------------  ------------
                                               813,056       579,713
                                           ------------  ------------
Other (income) expense:
  Interest expense. . . . . . . . . . . .       82,855        80,462
  USAMSA impairment adjustment. . . . . .                     60,526
  Factoring expense . . . . . . . . . . .      106,175        94,765
  Interest income and other . . . . . . .      (10,711)       (3,728)
  Zeolite royalty sale. . . . . . . . . .                   (200,000)
                                           ------------  -----------
                                               178,319        32,025
                                           ------------  ------------

Net loss. . . . . . . . . . . . . . . . .  $  (798,634)  $  (360,389)
                                           ============  ============

Net loss per share of common stock. . . .  $     (0.03)  $     (0.01)
                                           ============  ============

Basic weighted average shares outstanding   27,175,607    26,907,102
                                           ============  ============




   The accompanying notes are an integral part of these financial statements.
                                       F-3





UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  DEFICIT
For  the  years  ended  December  31,  2003  and  2002



                                              TOTAL
                                        PREFERRED STOCK         COMMON STOCK       ADDITIONAL PAID    ACCUMULATED
                                        SHARES    AMOUNT     SHARES      AMOUNT       IN CAPITAL        DEFICIT        TOTAL
                                       ---------  -------  -----------  ---------  ----------------  -------------  ------------
                                                                                               

Balances, December 31, 2001              932,404  $ 9,324  26,156,959   $261,569   $     16,791,610  $(18,230,387)  $(1,167,884)

Issuance of common stock
 and warrants for cash                                        871,000      8,710            163,360                     172,070

Issuance of Series D preferred stock
 to directors for services                96,000      960                                     8,640                       9,600

Net loss                                                                                                 (360,389)     (360,389)
                                      ----------  -------   ---------   ---------       -----------  -------------  ------------

Balances, December 31, 2002            1,028,404   10,284  27,027,959    270,279         16,963,610   (18,590,776)   (1,346,603)

Issuance of common stock
 and warrants for cash                                      2,300,001     23,000            322,000                     345,000

Issuance of common stock
 and warrants for common stock
 subscriptions payable                                        175,000      1,750             33,250                      35,000

Issuance of Series D preferred stock
 to directors and others for services    379,000    3,790                                    39,110                      42,900

Common stock warrants issued
 with secured convertible and
 convertible notes payable                                                                   30,000                      30,000

Common stock cancelled
 and re-issued as Series D
 preferred stock                       1,388,672   13,886  (1,388,672)   (13,886)

Net loss                                                                                                 (798,634)     (798,634)
                                      ----------  -------   ---------   ---------       -----------  -------------  ------------
Balances, December 31, 2003            2,796,076  $27,960  28,114,288   $281,143   $     17,387,970  $(19,389,410)  $(1,692,337)
                                       =========  =======  ===========  =========  ================  =============  ============



     The accompanying notes are an integral part of these financial statements.
                                          F-4




UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
For  the  years  ended  December  31,  2003  and  2002




                                                                      
                                                                     2003        2002

Cash flows from operating activities:
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . .  $(798,634)  $(360,389)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
      Depreciation and amortization. . . . . . . . . . . . . .     96,542      97,084
      Series D preferred stock issued to directors and officer     22,800       9,600
      Series D preferred stock issued for legal services . . .     20,100
      USAMSA impairment adjustment . . . . . . . . . . . . . .                 60,526
      Loss from unconsolidated investment. . . . . . . . . . .      6,712       3,200
      Change in:
        Accounts receivable. . . . . . . . . . . . . . . . . .     55,890      (1,887)
        Inventories. . . . . . . . . . . . . . . . . . . . . .    (29,746)      2,768
        Restricted cash for bank note payable. . . . . . . . .     (3,627)    (98,219)
        Restricted cash for reclamation bonds. . . . . . . . .     (7,857)     (3,636)
        Accounts payable . . . . . . . . . . . . . . . . . . .    125,897     159,212
        Accrued payroll and property taxes . . . . . . . . . .    (82,486)     23,927
        Accrued payroll and other. . . . . . . . . . . . . . .      2,247       3,048
        Judgment payable . . . . . . . . . . . . . . . . . . .      3,350       3,257
        Accrued interest payable . . . . . . . . . . . . . . .     (2,018)      4,023
        Payable to related parties . . . . . . . . . . . . . .    129,486      81,543
        Accrued reclamation costs. . . . . . . . . . . . . . .     11,885     (28,548)
                                                                ----------  ----------
          Net cash used by operating activities. . . . . . . .   (449,459)    (44,491)
                                                                ----------  ----------

Cash flows from investing activities:
  Purchase of properties, plants and equipment . . . . . . . .   (121,437)   (305,745)
                                                                ----------  ----------
          Net cash used by investing activities. . . . . . . .   (121,437)   (305,745)
                                                                ----------  ----------

Cash flows from financing activities:
  Proceeds from sale of common stock and warrants. . . . . . .    345,000     172,070
  Proceeds from issuance of common stock subscriptions payable                 35,000
  Principal payments on notes payable to bank, net . . . . . .    (58,390)
  Proceeds from notes payable to bank, net . . . . . . . . . .                150,646
  Proceeds from secured convertible note payable . . . . . . .    250,000
  Change in checks issued and payable. . . . . . . . . . . . .     34,286      (7,480)
                                                                ----------  ----------
          Net cash provided by financing activities. . . . . .    570,896     350,236
                                                                ----------  ----------
Net decrease in cash . . . . . . . . . . . . . . . . . . . . .          0           0
Cash, beginning of year. . . . . . . . . . . . . . . . . . . .          0           0
                                                                ----------  ----------
Cash, end of year. . . . . . . . . . . . . . . . . . . . . . .  $       0   $       0
                                                                ==========  ==========

Supplemental disclosures:
  Cash paid during the year for interest . . . . . . . . . . .  $  73,727   $  62,599
                                                                ==========  ==========

  Noncash financing activities:
    Common stock warrants issued with secured convertible
      and convertible notes payable. . . . . . . . . . . . . .  $  30,000
                                                                ==========
    Common stock and warrants issued for common stock
      subscriptions payable. . . . . . . . . . . . . . . . . .  $  35,000
                                                                ==========
    Conversion of payable to related parties to convertible
      note payable . . . . . . . . . . . . . . . . . . . . . .  $ 100,000
                                                                ==========
    Common stock cancelled and re-issued as Series D
      preferred stock. . . . . . . . . . . . . . . . . . . . .  $  13,866
                                                                ==========


                                       F-5


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

1.  BACKGROUND  OF  COMPANY  AND  BASIS  OF  PRESENTATION

AGAU  Mines,  Inc., predecessor of United States Antimony Corporation ("USAC" or
"the  Company"), was incorporated in June 1968 as a Delaware corporation to mine
gold  and  silver.  USAC was incorporated in Montana in January 1970 to mine and
produce  antimony products. In June 1973, AGAU Mines, Inc. was merged into USAC.
In  December  1983, the Company suspended its antimony mining operations when it
became  possible  to  purchase  antimony  raw  materials  more economically from
foreign  sources.  The principal business of the Company has been the production
and  sale  of  antimony  products.

During  2000,  the  Company  formed  a  75% owned subsidiary, Bear River Zeolite
Company  ("BRZ"), to mine and market zeolite and zeolite products from a mineral
deposit  in  southeastern Idaho.  In 2001, an operating plant was constructed at
the  zeolite  site and zeolite production and sales commenced.  During 2002, the
Company  acquired  the  remaining  25%  of BRZ and continued to produce and sell
zeolite  products.

The  financial  statements  have  been  prepared on a going concern basis, which
assumes  realization  of  assets  and  liquidation  of liabilities in the normal
course  of  business.  At  December  31,  2003, the Company had negative working
capital  of approximately $1.68 million, an accumulated deficit of approximately
$19.4  million, and a total stockholders' deficit of approximately $1.7 million.
Additionally,  the  Company  is  delinquent  on  the  payment of several current
liabilities  including  payroll  and  property  taxes  totaling  approximately
$138,000,  accounts  payable  totaling  approximately  $600,000  including
approximately  $240,000 payable to law firms, a judgment payable to the Internal
Revenue  Service  totaling  approximately  $53,000, and accrued interest payable
totaling  approximately  $17,000.  These  factors,  among  others, indicate that
there is substantial doubt that the Company will be able to meet its obligations
and  continue  in  existence as a going concern. The financial statements do not
include  any  adjustments  that may be necessary should the Company be unable to
continue  as  a  going  concern.

To  improve  the  Company's financial condition, the following actions have been
initiated  or  taken  by  management:

-During  2003 and 2002, the Company made progress in developing its zeolite
product  capabilities,  and broadened its zeolite product line.  The Company has
been  developing  a  sales  and  marketing  force  and  attracting  new  zeolite
customers.

-During  the  fourth  quarter of 2003, the Company negotiated the sale of a
$250,000  secured  convertible  note  payable to a company controlled by a major
shareholder  of  the  Company.  In  addition,  the  Company  was able to convert
$100,000  of  current  debt  owed  to the Company's president into a longer term
convertible  note  payable.

-During  2003,  the  Company  sold  an aggregate of 2,300,001 shares of its
unregistered  common  stock  and warrants for $345,000; during 2002, the Company
sold  an  aggregate  of  871,000  shares  of  its  unregistered common stock and
warrants  for cash of $172,070. The Company will mostly likely continue to offer
its  stock  for  sale  to  finance  its  activities, there can be no assurances,
however,  the  Company  will  be  successful  in  selling  its  stock.

-The  Company  has  curtailed  certain  labor  and  overhead  costs  and is
considering  the sale of certain of its land holdings in Sanders County, Montana
in  an  effort  to  provide  more  operating  capital.

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the  reporting period. Actual results could differ from those estimates.

                                   F-6



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

2.     CONCENTRATIONS  OF  RISK

The  Company  purchases  most  of the raw antimony used in the production of its
finished antimony products from Chinese producers through metal brokers.  If the
supply  of  antimony  from  China  is reduced, it is possible that the Company's
antimony  product operations could be adversely affected. During the years ended
December 31, 2003 and 2002, 56% and 40%, respectively, of the Company's antimony
revenues  were  generated by sales to one customer.  Subsequent to year-end, the
Company  terminated  a  sales  agreement  with its largest customer.  Management
expects  gross  sales  to  decrease  in  the  short-term,  but gross profit from
remaining  and  future  sales to increase overall.  The ultimate outcome of this
event  is  still  uncertain,  however.

During  2003,  18%  and  14%  of  the  Company's revenues generated from zeolite
product  sales  were  to  one  of two individual customers, respectively. During
2002, 55% of the Company's revenues generated from zeolite product sales were to
an  individual  customer.  The  loss  of  the  Company's  "key"  customers could
adversely  affect  its  business.

The Company's products are sold principally in the United States and, to a
lesser extent, Canada.

The  Company's  revenues  from  antimony  sales are strongly influenced by world
prices  for  such  commodities,  which  fluctuate  and  are affected by numerous
factors  beyond  the Company's control, including inflation and worldwide forces
of  supply  and demand. The aggregate effect of these factors is not possible to
predict  accurately.

Many  of  the  Company's competitors in the antimony industry have substantially
more  capital  resources  and  market  share  than  the  Company. Therefore, the
Company's  ability to maintain its market share can be significantly affected by
factors  outside  of  the  Company's  control.

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation
-----------------------------

The  Company's  consolidated  financial  statements include the accounts of Bear
River  Zeolite  Company,  a  wholly owned subsidiary.  Intercompany balances and
transactions  are  eliminated  in  consolidation.  The  Company accounts for its
investment  interest  in  its  50%  owned  foreign entity, USAMSA, by the equity
method.

Restricted  Cash
----------------

Restricted  cash  consists  primarily  of  cash  held  for payment of delinquent
payroll  taxes,  reclamation  performance  bonds,  and  security for a bank note
payable.  Restricted  cash  held for reclamation and as security for a bank note
payable  are  held  as  certificates  of  deposit  with  reputable  financial
institutions.

Deferred  Financing  Costs
--------------------------

Deferred  financing  costs  relating  to  secured  convertible notes payable are
amortized  over  the  terms  of  the  notes  payable.

                                       F-7



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

Reclassifications
-----------------

Certain  reclassifications  have  been  made to the 2002 financial statements in
order  to  conform  to  the  2003 presentation.  These reclassifications have no
effect  on  net  loss,  total  assets  or  stockholders'  deficit  as previously
reported.

Inventories
-----------

Inventories  at  December  31,  2003  and  2002, primarily consisted of antimony
finished  products, antimony metal and zeolite finished products that are stated
at  the  lower  of  first-in,  first-out cost or estimated net realizable value.
Since the Company's antimony inventory is a commodity with a sales value that is
subject  to  world  prices for antimony that are beyond the Company's control, a
significant  change  in  the  world  market  price  of  antimony  could  have  a
significant  effect  on  the  net  realizable  value  of  inventories.

Properties, Plants and  Equipment
-----------------------------------

Production facilities and equipment are stated at the lower of cost or estimated
net  realizable  value  and  are depreciated using the straight-line method over
their  estimated  useful  lives  (five  to  fifteen  years). Vehicles and office
equipment  are stated at cost and are depreciated using the straight-line method
over  estimated useful lives of three to five years. Maintenance and repairs are
charged  to  operations  as  incurred.  Betterments  of  a  major  nature  are
capitalized.  When assets are retired or sold, the costs and related accumulated
depreciation  are eliminated from the accounts and any resulting gain or loss is
reflected  in  operations.

The  Company  has  adopted  the  provisions of Statement of Financial Accounting
Standards  No. 144, ("SFAS No. 144"), "Accounting for the Impairment or Disposal
of Long-Lived Assets." The provisions of SFAS No. 144 require that an impairment
loss  be  recognized  when  the  estimated  future  cash flows (undiscounted and
without  interest) expected to result from the use of an asset are less than the
carrying  amount of the asset. Measurement of an impairment loss is based on the
estimated  fair value of the asset if the asset is expected to be held and used.

Management  of the Company periodically reviews the net carrying value of all of
its  properties  on a property-by-property basis. These reviews consider the net
realizable value of each property to determine whether a permanent impairment in
value  has  occurred  and  the  need  for  any  asset  write-down.

Although  management  has  made its best estimate of the factors that affect net
realizable  value  based  on  current conditions, it is reasonably possible that
changes  could  occur in the near term which could adversely affect management's
estimate  of  net  cash  flows  expected  to  be  generated from its assets, and
necessitate  asset  impairment  write-downs.

Income  Taxes
-------------

The  Company records deferred income tax liabilities and assets for the expected
future  income  tax  consequences  of  events  that  have been recognized in its
financial  statements. Deferred income tax liabilities and assets are determined
based  on  the  temporary  differences  between the financial statement carrying
amounts  and  the tax bases of assets and liabilities using enacted tax rates in
effect  in the years in which the temporary differences are expected to reverse.

                                 F-8



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

Reclamation  and  Remediation
-----------------------------

All  of  the  Company's mining operations are subject to reclamation and closure
requirements.  Minimum  standards  for mine reclamation have been established by
various  governmental  agencies.  Costs  are  estimated  based  primarily  upon
environmental and regulatory requirements and are accrued and charged to expense
over  the  expected economic life of the operation using the units-of-production
method.  The  liability  for  reclamation is classified as current or noncurrent
based  on  the  expected  timing  of  expenditures.

The  Company accrues costs associated with environmental remediation obligations
when  it  is  probable  that such costs will be incurred and they are reasonably
estimable.  Costs  of  future expenditures for environmental remediation are not
discounted  to their present value. Such costs are based on management's current
estimate  of  amounts that are expected to be incurred when the remediation work
is  performed  within  current  laws and regulations. The Company has restricted
cash  balances  that have been provided to ensure performance of its reclamation
obligations.

It is reasonably possible that due to uncertainties associated with defining the
nature  and  extent  of  environmental  contamination,  application  of laws and
regulations  by  regulatory  authorities, and changes in remediation technology,
the ultimate cost of remediation and reclamation could change in the future. The
Company  continually  reviews  its  accrued liabilities for such remediation and
reclamation  costs as evidence becomes available indicating that its remediation
and  reclamation  liability  has  changed.

Revenue  Recognition
--------------------

Sales  of antimony and zeolite products are recorded upon shipment and when
title  passes  to  the  customer. The  Company's  sales  agreements  provide
for  no  product  returns  or allowances.

Income  (Loss)  Per  Common  Share
----------------------------------

The  Company  accounts  for  its  income  (loss)  per  common share according to
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
No.  128").  Under  the  provisions  of  SFAS No. 128, primary and fully diluted
earnings  per  share  are  replaced  with  basic and diluted earnings per share.
Basic  earnings  per share is calculated by dividing net income (loss) available
to  common  stockholders  by  the  weighted  average  number  of  common  shares
outstanding,  and does not include the impact of any potentially dilutive common
stock equivalents.  Common stock equivalents, including warrants to purchase the
Company's  common  stock  and common stock issuable upon the conversion of notes
payable,  are  excluded from the calculations when their effect is antidilutive.

Stock-Based  Compensation
-------------------------

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS  No. 123"), as amended by SFAS No. 148, requires companies
to  recognize  stock-based expense based on the estimated fair value of employee
stock  options.  Alternatively,  SFAS  No.  123  allows  companies to retain the
current  approach  set  forth in APB Opinion 25, "Accounting for Stock Issued to
Employees," provided that expanded footnote disclosure is presented. The Company
has not adopted the fair value method of accounting for stock-based compensation
under  SFAS  No.  123,  but  provides  the  pro  forma  disclosure required when
appropriate.

                                    F-9


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

New  Accounting  Pronouncements
-------------------------------

In  April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Statements No.
4,  44,  and  64,  Amendment  of  SFAS  No. 13, and Technical Corrections." This
statement  culminates  the  current  requirements  that gains and losses on debt
extinguishment  must  be  classified  as  extraordinary  items  in  the  income
statement.  Instead,  such  gains and losses will be classified as extraordinary
items  only  if they are deemed to be unusual and infrequent, in accordance with
the  current  GAAP criteria for extraordinary classifications. In addition, SFAS
No.  145  eliminates  an  inconsistency  in  lease  accounting by requiring that
modifications  of  capital  leases  that result in reclassification as operating
leases  be  accounted  for consistent with sales-leaseback accounting rules. The
statement  also  contains  other  nonsubstantive  corrections  to  authoritative
accounting literature. The rescission of SFAS No. 4 is effective in fiscal years
beginning  after  May  15, 2002. The amendment and technical corrections of SFAS
No.  13  are  effective for transactions occurring after May 15, 2002. All other
provisions  of  SFAS No. 145 are effective for financial statements issued on or
after  May  15,  2002.  SFAS  No.  145  has no impact on the Company's financial
statements.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities," which addresses accounting for restructuring
and  similar  costs.  SFAS  No.  146  supersedes  previous  accounting guidance,
principally  Emerging  Issues  Task  Force Issue No. 94-3. SFAS No. 146 requires
that  the  liability  for  costs associated with an exit or disposal activity be
recognized  when  the  liability is incurred. SFAS No. 146 also establishes that
the  liability  should  initially  be  measured  and  recorded  at  fair  value.
Accordingly  SFAS  No.  146  may  affect  the  timing  of  recognizing  future
restructuring costs as well as the amount recognized. The provisions of SFAS 146
are  effective for exit or disposal activities that are initiated after December
31,  2002.  SFAS  No.  146  has no impact on the Company's financial statements.

In August 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain Financial
Institutions."  SFAS No. 147 removes acquisitions of financial institutions from
the  scope of SFAS No. 72 and FASB Interpretation No. 9, and requires that those
transactions  be accounted for in accordance with SFAS No. 141 and SFAS No. 142.
In addition, SFAS No. 147 amends SFAS No. 144, to include in its scope long-term
customer-relationship  intangible  assets  of  financial  institutions.  The
provisions  of  SFAS  No. 147 are generally effective October 1, 2002.  SFAS No.
147  has  no  impact  on  the  Company's  financial  statements.

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  for  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness of Others, an interpretation of FASB Statements No.
5,  57  and  107  and  rescission  of  FASB Interpretation No. 34, Disclosure of
Indirect  Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 clarifies the
requirements  for  a  guarantor's  accounting  for  and  disclosure  of  certain
guarantees issued and outstanding. It also requires a guarantor to recognize, at
the  inception  of a guarantee, a liability for the fair value of the obligation
undertaken  in  issuing  the  guarantee.  This  interpretation also incorporates
without  reconsideration  the  guidance  in FASB Interpretation No. 34, which is
being superseded. The adoption of FIN 45 has no material effect on the Company's
financial  statements.

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF  00-21,  "Revenue  Arrangements with Multiple Deliverables," related to the
timing  of  revenue  recognition  for arrangements in which goods or services or
both  are delivered separately in a bundled sales arrangement. The EITF requires
that  when  the  deliverables  included in this type of arrangement meet certain
criteria  they  should  be  accounted  for  separately  as  separate  units  of
accounting.  This  consensus is effective prospectively for arrangements entered
into  in  fiscal periods beginning after June 15, 2003. EITF 00-21 will not have
an impact upon initial adoption and is not expected to have a material impact on
the  Company's  results  of  operations,  financial  position  and  cash  flows.

                                   F-10


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

New  Accounting  Pronouncements,  Continued:
--------------------------------------------

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation,  Transition  and  Disclosure,  an  amendment of FASB Statement No.
123." SFAS No. 148 provides alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee  compensation. It also amends the disclosure provisions of SFAS No. 123
to  require  prominent disclosure about the effects of reported net income of an
entity's  accounting  policy  decisions  with  respect  to  stock-based employee
compensation.  Finally,  this  Statement  amends  APB  Opinion  No.  28, Interim
Financial  Reporting,  to  require  disclosure  about  those  effects in interim
financial  information.  The  amendments  to  SFAS  No.  123,  which  provides
alternative  methods of transition for an entity that voluntarily changes to the
fair  value  based method of accounting for stock-based employee compensation is
effective  for  financial  statements for fiscal years ending after December 15,
2002. The amendment to SFAS No. 123 relating to disclosures and the amendment to
Opinion  28  is  effective  for financial reports containing condensed financial
statements  for  interim  periods  beginning after December 15, 2002. Management
does  not  intend  to adopt the fair value accounting provisions of SFAS No. 123
and  currently  believes  that  the  adoption  of  SFAS  No. 148 will not have a
material  impact  on  the  Company's  financial  statements.

In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  This  standard  amends  and
clarifies  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts, and hedging activities under
SFAS  No.  133,  "Accounting for Derivative Instruments and Hedging Activities."
This statement is effective prospectively for contracts entered into or modified
after  June  30,  2003,  and for hedging relationships designated after June 30,
2003.  SFAS  No.  149  will  not have an impact upon initial adoption and is not
expected  to  have  a  material  effect  on the Company's results of operations,
financial  position  and  cash  flows.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity." SFAS No. 150
establishes  standards  for  the  classification  and  measurement  of  certain
financial  instruments  with characteristics of both liabilities and equity. The
requirements of SFAS No. 150 were initially required to become effective for the
Company  for  financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at  the  beginning  of  the  first interim period
beginning  after  June  15,  2003.  On November 7, 2003, the FASB issued FAS No.
150-3,  deferring the effectiveness of SFAS No. 150 under certain circumstances.
The  Company has evaluated the impact of SFAS No. 150 to determine the effect it
may  have on its results of operations, financial position or cash flows and has
concluded that the adoption of this statement is not expected to have a material
effect  on  the  Company's  financial  position  or  results  of  operations.

4.     SALES  OF  ACCOUNTS  RECEIVABLE

The Company sells its accounts receivable to a financing company pursuant to the
terms  of  a  factoring agreement.  According to the terms of the agreement, the
receivables  are  sold  with  full recourse and the Company assumes all risks of
collectibility.  Accordingly,  the  Company's  allowance  for  doubtful accounts
receivable  is  based upon the expected collectibility of all trade receivables.
The  performance  of  all  obligations  and payments to the factoring company is
personally  guaranteed  by  John  C.  Lawrence,  the  Company's  president and a
director.  As  consideration for Mr. Lawrence's guarantee, the Company granted a
mortgaged security interest to Mr. Lawrence collateralized by the Company's real
and  personal  property.

                                        F-11


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

4.     SALES  OF  ACCOUNTS  RECEIVABLE,  CONTINUED:

The  factoring  agreement requires that the Company pay a financing fee equal to
2%  of  the face amount of receivables sold.  Financing fees paid by the Company
during  the years ended December 31, 2003 and 2002 totaled $106,175 and $94,765,
respectively.  For  the  years  ended  December  31, 2003 and 2002, net accounts
receivable  of  approximately  $3.2 million and $3.3 million, respectively, were
sold  under  the agreement.  Proceeds from the sales were used to fund inventory
purchases  and operating expenses.  The agreement is for a term of one year with
automatic  renewal  for  additional  one-year  terms.  The  Company's  sales  of
accounts  receivable  qualify  as  sales  under  the  provisions of Statement of
Financial  Accounting Standards No. 140, "Accounting for Transfers and Servicing
of  Financial  Assets  and Extinguishments of Liabilities, a Replacement of FASB
Statement  125."

5.     INVENTORIES

The  major components of the Company's inventories at December 31, 2003 and
2002,  were  as  follows:





                         

                         2003      2002

  Antimony Metal. .  $ 31,824  $  7,406
  Antimony Oxide. .    71,680    93,456
  Sodium Antimonate       218     2,388
  Zeolite . . . . .    49,331    20,057
                     --------  --------
                     $153,053  $123,307
                     ========  ========


At  December  31,  2003 and 2002, antimony metal consisted principally of recast
metal  from antimony-based compounds and metal purchased from foreign suppliers,
respectively.  Antimony oxide inventory consisted of finished product oxide held
at  the  Company's  plant  or  in  independent  warehouses throughout the United
States.  Sodium  antimonite  inventory consisted of dry finished product and wet
raw materials, the majority of which were stored at the Company's antimony plant
near  Thompson  Falls,  Montana.  The  Company's  zeolite  inventory consists of
salable  zeolite  material  held  at BRZ's Idaho mining and production facility.

6.     PROPERTIES,  PLANTS  AND  EQUIPMENT

The  major  components  of  the  Company's  properties,  plants and equipment at
December  31,  2003  and  2002  were  as  follows:




                                                   
                                                   2003        2002

  Mining equipment (1). . . . . . . . . . .  $  945,137  $  945,137
  Chemical processing and office buildings.     168,211     144,727
  Chemical processing equipment . . . . . .     923,591     921,065
  BRZ plant . . . . . . . . . . . . . . . .     522,057     426,630
  Other . . . . . . . . . . . . . . . . . .     151,268     151,268
                                             ----------  ----------
                                              2,710,264   2,588,827
  Less accumulated depreciation . . . . . .   2,155,953   2,059,411
                                             ----------  ----------
                                             $  554,311  $  529,416
                                             ==========  ==========


     (1)     Substantially  all  of  the  Company's  mining  equipment  is fully
depreciated.  At  December  31, 2003 and 2002, mining equipment with an original
cost  of  approximately  $670,000,  was  in  use  at  BRZ.
                                   F-12



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

7.     INVESTMENT  IN  USAMSA

The  Company has a 50% investment in United States Antimony, Mexico S.A. de C.V.
("USAMSA").  The  Company  accounts  for  its investment in USAMSA by the equity
method  and  translates  the  foreign currency financial statements of USAMSA in
accordance with the requirements of SFAS No. 52, "Foreign Currency Translation."
Assets  and  liabilities  are  translated  at  current  exchange  rates, related
revenues  and expenses are translated at average exchange rates in effect during
the  period,  and  the  effects  of  exchange  rate  changes  are  reflected  in
stockholders'  equity.  Unaudited  condensed financial information for USAMSA at
December  31,  2003  and  2002,  and  the  years  then  ended,  is  as  follows:




                                                   
                                                   2003     2002
    ASSETS
  Current assets . . . . . . . . . . . . . . .  $15,286  $16,292
  Noncurrent assets. . . . . . . . . . . . . .   68,588   73,102
                                                -------  -------
    Total assets . . . . . . . . . . . . . . .  $83,874  $89,394
                                                =======  =======

    LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities. . . . . . . . . . . . .  $60,048  $52,144
  Stockholders' equity . . . . . . . . . . . .   23,826   37,250
                                                -------  -------
    Total liabilities and stockholders' equity  $83,874  $89,394
                                                =======  =======

                                                   2003     2002
  RESULTS OF OPERATIONS

    Expenses:
      Administrative and other costs . . . . .  $11,124  $ 6,401
                                                -------  -------
      Net loss . . . . . . . . . . . . . . . .  $11,124  $ 6,401
                                                =======  =======




USAMSA  was  idle during 2003 and 2002 due to unstable antimony metal prices and
the  absence of sufficient operating capital.  During 2002, the Company adjusted
the carrying value of its investment in USAMSA to equal 50% of USAMSA's net book
value.  Leo  Jackson,  a  director  and stockholder of the Company owns 31.4% of
Production Minerals, Inc., which has an indirect interest of 25% in the stock of
USAMSA.

8.     JUDGMENT  PAYABLE

At  December  31,  2003  and  2002,  the  Company  owed  $53,130  and  $49,780,
respectively,  to  the  Internal  Revenue  Service, in connection with a default
judgment  in  a  bankruptcy  proceeding.

The  default  judgment  was originally entered against the Company by the United
States  Bankruptcy  Court  in 1992 in favor of the bankruptcy estate of a former
legal  counsel  of  the Company. In 1998, the Trustee of the estate assigned the
interest  in the judgment to the Internal Revenue Service.  The judgment accrues
interest  at  the  Federal  Judgment  Interest  Rate,  and  is  due  in  monthly
installments  of  $3,000.  During 2003 and 2002, the Company made no payments on
this  judgment  payable.


                                  F-13




UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

9.     DUE  TO  RELATED  PARTIES

Amounts  due  to  related  parties at December 31, 2003 and 2002 were as follows
(see  Note  15):




                                                                                                   
                                                                                                  2003       2002
  Entity owned by John C. Lawrence, president and director. . . . . . . . . . . . . . . . .  $   7,368   $  8,824
  John C. Lawrence, president and director(1) . . . . . . . . . . . . . . . . . . . . . . .    224,743    193,801
                                                                                             ----------  --------
                                                                                             $ 232,111   $202,625
                                                                                             ==========  ========

  Transactions affecting the payable to Mr. Lawrence during 2003 and 2002 were as follows:

                                                                                                  2003       2002
  Balance, beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 193,801   $116,361
  Equipment rental charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     52,125     56,481
  Advances, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     78,817     20,959
  Conversion to convertible note payable(2) . . . . . . . . . . . . . . . . . . . . . . . .   (100,000)
                                                                                             ----------  --------
  Balance, end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 224,743   $193,801
                                                                                             ==========  ========



(1)  Includes  accrued  interest at 10% per annum of $21,484 and $13,688 for the
years  ended  December  31,  2003  and  2002,  respectively.

(2)  See  Note  11.

10.     NOTES  PAYABLE  TO  BANK

Notes  payable  to  First  State  Bank  of Thompson Falls, Montana ("First State
Bank")  at  December  31,  2003,  were  as  follows:




                                                                               
Term note payable, bearing interest at 9.0% through September 2008, then
  prime plus 2% through maturity; payable in monthly installments
  of $5,648; maturing September 2013                                        $  438,612

Note payable under $150,000 revolving line-of-credit, bearing interest
  at 6.0%; outstanding principal and accrued interest due June 2004. .          65,170

Note payable under $50,000 revolving line-of-credit, bearing interest
  at 9.5%; outstanding principal and accrued interest due April 2004 .          49,750
                                                                            -----------
                                                                               553,532
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . .        (144,391)
                                                                            -----------
Noncurrent portion . . . . . . . . . . . . . . . . . . . . . . . . . .     $   409,141
                                                                           ============



At  December  31, 2003, principal payments on the notes payable to bank are
due  as  follows:





                
                   YEAR ENDING
                   DECEMBER 31,
                   -------------
2004. . . . . . .  $     144,391
2005. . . . . . .         32,236
2006. . . . . . .         35,260
2007. . . . . . .         38,567
2008. . . . . . .         42,185
      Thereafter.        260,893
                   -------------
                         553,532
                   =============


                              F-14



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

10.     NOTES  PAYABLE  TO  BANK,  CONTINUED:

Each  of  the  notes  payable  described  above  is  collateralized  by accounts
receivable,  inventory,  certain  equipment,  patented  and unpatented claims in
Sanders  County,  Montana and are personally guaranteed by John C. Lawrence, the
Company's president and a director.  The note payable under a $150,000 revolving
line-of-credit  is  also  collateralized by a certificate of deposit.  The notes
also  contain  certain  restrictive  covenants,  including  paying  payroll  and
property  taxes,  as they are due.  At December 31, 2003, the Company was not in
compliance  with  certain  of  the covenants.  The Company has obtained a waiver
from First State Bank relating to these covenants, which applies at December 31,
2003  and  through  December  31,  2004.

11.     SECURED  CONVERTIBLE  AND  CONVERTIBLE  NOTES  PAYABLE

Security  Agreement  and  Secured  Convertible  Note  Payable
-------------------------------------------------------------

On  December  22, 2003, the Company and its wholly-owned subsidiary BRZ, entered
into  a  Pledge,  Assignment,  and  Security  Agreement  ("the  Agreement") with
Delaware Royalty Company, Inc. ("Delaware"), a company controlled by Al Dugan, a
major  shareholder  of  the  Company.  The  Agreement was in connection with the
purchase of a $250,000 Secured Convertible Note Payable ("the Secured Note"), by
Delaware  from  the  Company.  The  Agreement  granted Delaware a first-priority
security interest in all of the issued and outstanding stock of BRZ in the event
the  Company is unable to complete payment and performance under the obligations
associated  with  the  Secured  Note.

The  Secured  Note  accrues  interest  at  10%  per  annum with interest payable
quarterly,  beginning  March  31,  2004,  and  is convertible into shares of the
Company's  common  stock  at  an  initial conversion price of $0.20 per share up
until  30  days prior to repayment of the Secured Note. In the event the Company
issues  shares  of  its common stock for a consideration per share less than the
initial  conversion  price,  the  initial  conversion  price is reduced to a new
conversion  price  equal  to the consideration per share received by the Company
for  the  additional  shares  of  common stock then issued so that the number of
shares  issuable  to  the  holder  of  the  Secured  Note  upon  conversion  is
proportionately  increased.  In the case of shares issued without consideration,
the initial conversion price shall be reduced in an amount so as to maintain for
the  holder  of the Secured Note the right to convert the note into shares equal
in  amount to the same percentage interest in the common stock of the Company as
existed  immediately  preceding the date the additional common stock was issued.
The  Secured  Note  is  subject to certain covenants, which include, among other
things,  payment of the principal and accrued interest according to the terms of
the  note,  and  the use of proceeds for the payment of accounts payable and the
purchase  of  inventory  and  mining  equipment.  The  Secured  Note  matures on
December  22,  2007, unless otherwise converted.  At December 31, 2003, $250,000
of  principal  was  outstanding  and  due  on  the  note.

Convertible  Note  Payable
--------------------------

On  December  22, 2003, John C. Lawrence the Company's president and a director,
agreed to convert $100,000 of related party debt due him into a Convertible Note
Payable  ("the Convertible Note"). The Convertible Note contains essentially the
same  attributes  and privileges that the Secured Note provides Delaware Royalty
Company,  in  that  it accrues interest at 10% per annum and is convertible into
shares of the Company's common stock at an initial conversion price of $0.20 per
share.  The conversion price of the Convertible Note is also subject to the same
anti-dilution  adjustments  as the Secured Note. The Convertible Note matures on
December  22,  2007,  unless  otherwise  converted.  The  Convertible  Note  is
unsecured,  however,  and  not collateralized by any of the Company's assets. At
December  31,  2003,  $100,000  was outstanding in the Convertible Note payable.

                                         F-15



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

11.     SECURED  CONVERTIBLE  NOTES  PAYABLE,  CONTINUED:

Deferred  Financing  Charges
----------------------------

In connection with the issuance of the secured convertible and convertible notes
payable,  Mr.  Dugan and Mr. Lawrence, were issued 2,000,000 and 1,000,000 stock
purchase  warrants,  respectively.  The  warrants expire in December of 2008 and
2007, respectively, and are exercisable for shares of the Company's unregistered
common  stock  at  $0.20  per  share.

The  Company accounted for the detachable warrants issued in connection with the
notes  in  accordance  with  Accounting  Principles  Board  Opinion  No. 14, and
estimated  a  fair  value  of $0.01 per warrant, or $30,000, attributable to the
detachable  warrants.  The  resulting value was recorded as a deferred financing
cost  and will be amortized as interest expense over the terms of the respective
convertible  notes payable. During the year ended December 31, 2003, none of the
deferred  offering  costs  had  yet  been  amortized  to  interest  expense.

12.     STOCKHOLDERS'  DEFICIT

Common  Stock  Warrants
-----------------------

The  Company's  Board of Directors has the authority to issue stock warrants for
the  purchase  of  preferred  or  common stock to directors and employees of the
Company.  The Company has also issued warrants in exchange for services rendered
the  Company  and  in  connection  with  sales of its unregistered common stock.





                                                                             
Transactions in common stock warrants are as follows:. . .  NUMBER OF    EXERCISE     EXPIRATION
                                                            WARRANTS     PRICES       DATES
                                                            -----------  -----------  ----------

Balance December 31, 2001. . . . . . . . . . . . . . . . .   3,906,714   $0.25-$0.45          (A)

  Warrants issued in connection with stock sales . . . . .     871,000   $      0.30          (B)

  Warrants issued for consulting services. . . . . . . . .     600,000   $      0.30          (B)

  Warrants issued in connection with BRZ purchase. . . . .      50,000   $      0.45          (C)

  Warrants exchanged for Series D warrants . . . . . . . .    (151,213)

  Warrants expired . . . . . . . . . . . . . . . . . . . .    (100,000)  $      0.55
                                                            -----------  -----------

Balance, December 31, 2002 . . . . . . . . . . . . . . . .   5,176,501

  Warrants issued in connection with 2002 and
    2003 stock sales . . . . . . . . . . . . . . . . . . .   2,550,001   $      0.30          (D)

  Warrants issued with secured convertible and convertible
    notes payable. . . . . . . . . . . . . . . . . . . . .   3,000,000   $      0.20          (E)

  Warrants expired and cancelled . . . . . . . . . . . . .    (300,400)  $      0.25
                                                            -----------  -----------

Balance, December 31, 2003 . . . . . . . . . . . . . . . .  10,426,102
                                                            ===========



                                    F-16


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

12.     STOCKHOLDERS'  DEFICIT,  CONTINUED:

Common  Stock  Warrants,  Continued:
------------------------------------

(A)     Warrants  are  exercisable  on  or  before January and December of 2004.
(B)     Warrants  are  exercisable  on or before September and November of 2005.
(C)     Warrants  are  exercisable  on  or  before  May  of  2005.
(D)     Warrants  are  exercisable  on  or  before  June  and  December of 2006.
(E)     Warrants  are  exercisable  on  or  before  December  of  2007 and 2008.

Preferred  Stock  Warrants
--------------------------

During  2003, the Company issued 111,185 warrants to purchase shares of Series D
preferred stock to John C. Lawrence, the Company's president and a director, for
his  assistance  in procuring equipment financing.  The warrants are exercisable
at  $0.30  per  share and expire in 2008.  In addition, during 2003, the Company
issued  200,000  warrants to purchase shares of Series D preferred stock to Gary
D.  Babbitt,  the Company's former attorney and director for consulting services
provided  the  Company.  The  warrants  are  exercisable  at $0.30 per share and
expire  in  2006.  (See  Preferred  Stock/Series  D).

During  2002, the Company issued 1,151,213 warrants to purchase shares of Series
D  preferred stock.  Of the Series D warrants issued, 750,000 were issued to Mr.
Lawrence, in consideration for advances made by him to the Company; 250,000 were
issued  to  Mr.  Babbitt, for legal services rendered; and an additional 151,213
were  issued  to  Mr.  Lawrence in exchange for his warrants to purchase 151,213
shares of the Company's common stock.  The warrants are exercisable at $0.20 per
share  and  expire  in  2005  and  2007.

Issuance  of  Common  Stock  for  Cash
--------------------------------------

During  2003,  the  Company  sold  an  aggregate  of  2,300,001  shares  of  its
unregistered  common  stock,  plus  warrants to purchase 2,375,001 shares of its
common  stock  at  $0.30 per share.  Proceeds from the sale totaled $345,000, or
approximately  $0.15 per unit of shares and warrants sold, and were used to fund
the  Company's  operating  activities.

During 2002, the Company sold an aggregate of 871,000 shares of its unregistered
common  stock,  plus  warrants  to  purchase  871,000  shares  of  common  stock
exercisable  at  $0.30 per share, to existing shareholders and other parties for
cash  of  $172,070.  In  connection  with  the  stock sales during 2002, 600,000
warrants,  exercisable  at $0.30 and expiring in November 2005, were issued to a
stockholder  and  consultant  for  his  services.

At  December  31,  2002,  the Company had stock subscriptions payable of $35,000
outstanding  relating  to  its commitment to sell 175,000 shares of common stock
and  common  stock purchase warrants exercisable at $0.30 per share on or before
November  of  2005.  The  shares  and warrants were issued subsequently in 2003.

Common  Stock Cancelled  and  Re-issued  as  Series  D  Preferred  Stock
-----------------------------------------------------------------------

During  2003,  the  Board  of  Directors  resolved  that 1,388,672 shares of the
Company's  common  stock  held  by John C. Lawrence, the Company's president, be
cancelled  and  then  re-issued  in  an  equal number of shares of the Company's
Series  D  preferred  stock.  The  cancellation  and  re-issue resulted from the
Company's  need  to  maintain  its  authorized  common stock available for issue
within  the  maximum  number  of  shares  as  provided  by  its  Articles  of
Incorporation,  while  it  offered  shares  of its common stock and warrants for
sale.

                                        F-17


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

12.     STOCKHOLDERS'  DEFICIT,  CONTINUED:

Preferred  Stock
----------------

The Company's Articles of Incorporation authorize 10,000,000 shares of $0.01 par
value  preferred  stock available for issuance with such rights and preferences,
including  liquidation,  dividend, conversion and voting rights, as the Board of
Directors  may  determine.

Series  A
---------

During  1986,  Series  A  preferred  stock,  consisting  of  4,500  shares,  was
established  by  the  Board  of  Directors.  These  shares  are  nonconvertible,
nonredeemable  and  are  entitled  to  a  $1.00  per  share  per year cumulative
dividend.  Series A preferred stockholders have voting rights for directors only
and  a  total liquidation preference equal to $45,000 plus dividends in arrears.
At  December 31, 2003, 4,500 shares of Series A preferred stock were outstanding
and  cumulative  dividends  in  arrears  including  the  liquidation  preference
amounted  to  $123,750,  or  $28.00  per  share.

Series  B
---------

During  1993,  Series  B  preferred  stock,  consisting of 1,666,667 shares, was
established  by  the  Board  of  Directors  and  1,666,667 shares were issued in
connection  with  a final settlement of litigation. The Series B preferred stock
has preference over the Company's common stock and Series A preferred stock, has
no  voting  rights  (absent  default  in  payment  of declared dividends) and is
entitled to cumulative dividends of $0.01 per share per year payable if and when
declared  by the Board of Directors.  In the event of dissolution or liquidation
of the Company, the preferential amount payable to Series B restricted preferred
stockholders  is  $1.00  per  share plus dividends in arrears. No dividends have
been  declared  or  paid  with respect to the Series B preferred stock. In 1995,
916,667  shares  of Series B preferred stock were surrendered to the Company and
cancelled  in  connection  with  the  settlement  of litigation against Bobby C.
Hamilton.  At  December 31, 2003, cumulative dividends in arrears on the 750,000
outstanding  Series  B shares were $75,000, or $0.10 per share.  Total dividends
in  arrears  and  liquidation  preference  were  $825,000  at December 31, 2003.

Series  C
---------

During  1997, the Company issued 2,560,762 shares of Series C preferred stock in
connection  with  the  conversion  of  certain debts owed by the Company. During
1999,  holders of 2,354,766 shares of Series C stock converted their shares into
common  stock  of  the  Company.  The  Series  C  shares have voting rights, are
non-redeemable and have a $0.55 per share liquidation preference, or $97,847, at
December  31,  2003.  At  December 31, 2003 and 2002, 177,904 shares of Series C
preferred  stock  remained  outstanding  and  unconverted.

Series  D
---------

During  2002,  the Company established its Series D preferred stock.  Holders of
the  Series  D  preferred  stock  have the right, subject to the availability of
authorized but unissued common stock, to convert their shares into shares of the
Company's  common stock without payment of additional consideration.  The Series
D shares are initially convertible into the Company's common stock as determined
by  dividing  $0.20  by  the  conversion  price  in  effect  at  the time of the
conversion.  The  initial  conversion  price  of the Series D preferred stock is
$0.20,  and  subject  to  adjustment  based  upon anti-dilution provisions, that
include  but  are  not  limited to, the affects of the subsequent sale of common
stock  at  prices  less  than  the  initial  conversion  price.

                                       F-18


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

12. STOCKHOLDERS'  DEFICIT,  CONTINUED:

Series  D,  Continued:
----------------------

DESIGNATION.  The  class  of  convertible  Series  D  preferred stock, $0.01 par
value,  consists  of  up  to  2.5  million  shares.

VOTING RIGHTS.  The holders of Series D preferred shares shall have the right to
that number of votes equal to the number of shares of common stock issuable upon
conversion  of  such  Series  D  preferred  shares.

REDEMPTION.  The  Series  D  preferred shares are not redeemable by the Company.

LIQUIDATION  PREFERENCE.  The  Series  D  holders  are entitled to a liquidation
preference  equal  to  the  greater  of $2.50 per share or the equivalent market
value  of the number of shares of common stock into which each share of Series D
is  convertible.  At  December 31, 2003, the liquidation preference for Series D
preferred  stock  was  $4,659,180.

REGISTRATION  RIGHTS.  All of the underlying common stock issued upon conversion
of  the  Series D preferred shares shall be entitled to "piggyback" registration
rights  when,  and  if,  the  Company  files  a  registration  statement for its
securities  or  the  securities  of  any  other  stockholder.

DIVIDENDS.  The  Series  D holders are entitled to an annual dividend of $0.0235
per  share.  The  dividends
are cumulative and payable after payment and satisfaction of the Series A, B and
C  preferred  stock  dividends.

At  December  31,  2003 and 2002, the Company had 1,863,672 and 96,000 shares of
Series  D  preferred  stock  outstanding,  respectively  (see  Note  15).

13.     2000  STOCK  PLAN

In  January 2000, the Company's Board of Directors resolved to create the United
States  Antimony  Corporation  2000 Stock Plan ("the Plan").  The purpose of the
Plan  is  to  attract  and  retain the best available personnel for positions of
substantial  responsibility  and  to  provide additional incentive to employees,
directors and consultants of the Company to promote the success of the Company's
business.  The  maximum  number of shares of common stock or options to purchase
common  stock  that  may be issued pursuant to the Plan is 500,000.  At December
31,  2003 and 2002, 300,000 shares of the Company's common stock had been issued
under  the  Plan.

14.     INCOME  TAXES

     The  Company  had  no  income  tax provision or benefit for the years ended
December  31,  2003  and  2002.

At  December 31, 2003 and 2002, the Company had net deferred tax assets composed
as  follows:




                                                                 
                                                                2003          2002
  Arising from differences in the book and tax basis of
    certain property assets . . . . . . . . . . . . . .  $   300,000   $   250,000
  Arising from net tax operating loss carryforwards . .    1,445,000     1,550,000
                                                         ------------  ------------
  Total deferred tax assets . . . . . . . . . . . . . .    1,745,000     1,800,000
                                                         ------------  ------------
  Valuation allowance . . . . . . . . . . . . . . . . .   (1,745,000)   (1,800,000)
                                                         ------------  ------------
    Net deferred tax assets . . . . . . . . . . . . . .  $         0   $         0
                                                         ============  ============


                                                 F-19



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

14.     INCOME  TAXES,  CONTINUED:

The  deferred  tax  assets  were calculated based on an estimated 34% income tax
rate.  As  management  of the Company cannot determine if it is more likely than
not  that  the  Company  will  realize the benefit of its deferred tax assets, a
valuation  allowance  equal  to the net deferred tax assets at both December 31,
2003  and  2002  has  been  established.

At  December  31,  2003  and  2002,  the  Company  had unexpired regular tax net
operating  loss  carryforwards  of  approximately  $4,250,000  and  $4,700,000,
respectively,  which  expire  in  the  years 2004 through 2023.  At December 31,
2003,  the  Company had net operating loss carryforwards for alternative minimum
tax  purposes  of  approximately  $4,000,000.

15.     RELATED-PARTY  TRANSACTIONS

In  addition to transactions described in Notes 4, 7, 9, 11, and 12, during 2003
and  2002,  the  Company  had  the  following transactions with related parties:

-During  2003,  the  Company issued 26,000 shares of its Series D preferred
stock  to  each  member  of  its  Board  of  Directors as compensation for their
services  as  directors.  In  connection  with  the  issue, the Company recorded
$7,800  in director compensation based on an aggregate of 78,000 Series D shares
issued.

-In  June  2003,  the  Company  issued 201,000 shares of Series D preferred
stock and 200,000 Series D preferred stock purchase warrants to Gary D. Babbitt,
a former director, for his consulting services.  In connection with the issue to
Mr. Babbitt, the Company recognized $20,100 of consulting expense based upon its
estimated  value  of  the  services  rendered  and  shares  issued.

-In  September  2003,  the  Company  issued John C. Lawrence, the Company's
president  and  a  director,  100,000 shares of Series D preferred stock for his
help  in financing the Company's operations.  In connection with this issue, the
Company recorded $15,000 of compensation expense based on its estimated value of
the  shares  issued.

-Included  in  the  sale  of  the  Company's  common stock and common stock
warrants  during  2003,  were  333,334 shares of common stock and 333,334 common
stock  purchase  warrants sold to companies controlled by directors or immediate
family  members  of  directors  of  the  Company.

-During  2002,  the Company sold a 3% gross proceeds royalty on all zeolite
extracted  from BRZ to Delaware Royalty Company, Inc., a company controlled by a
Al  Dugan,  a major shareholder.  The Company received $200,000 from the sale of
the  royalty  interest.  During  the years ended December 31, 2003 and 2002, the
Company  paid  Delaware  Royalty  Company,  Inc.  $11,575 and $705 in royalties,
respectively.

-During  2002,  the  Company issued 96,000 shares of its Series D preferred
stock  to  three members of the Board of Directors and Gary D. Babbitt, a former
director  and  the  Company's legal counsel, for their duties as directors.  The
stock  awards were recorded as compensation expense (director's fees) based upon
the  estimated  value  of  the  stock  at  the  date  of  issuance.

                                          F-20



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

16.     COMMITMENTS  AND  CONTINGENCIES

Until  1989, the Company mined, milled and leached gold and silver in the Yankee
Fork  Mining District in Custer County, Idaho. In 1994, the U.S. Forest Service,
under  the  provisions of the Comprehensive Environmental Response Liability Act
of  1980  ("CERCLA"),  designated the cyanide leach plant as a contaminated site
requiring  cleanup  of  the  cyanide  solution. In 1996, the Idaho Department of
Environmental  Quality  requested that the Company sign a consent decree related
to  completing the reclamation and remediation at the Preachers Cove mill, which
the  Company  signed  in  December  1996.

The  Company  has been reclaiming the property and, as of December 31, 2003, the
cyanide  solution  cleanup was complete, the mill removed, and a majority of the
cyanide  leach  residue  disposed  of.

In November of 2001, the Environmental Protection Agency ("EPA") listed two
by-products  of  the Company's antimony oxide manufacturing process as hazardous
wastes.  Antimony  slag  and  antimony  bag  house  filters  are  now subject to
comprehensive  management  and  treatment  standards  under  subtitle  C  of the
Resource  Conservation  and  Recovery  Act  ("RCRA"), and emergency notification
requirements  for  releases  to  the  environment under CERCLA.  On November 26,
2002,  the Company received a notice of violation from the Montana Department of
Environmental  Quality ("Montana DEQ").  The notice related to a hazardous waste
discharge  that  was  discovered  during a hazardous waste compliance evaluation
inspection  conducted  at  the  Company's  Thompson Falls antimony facility.  In
response  to the notice, the Company removed certain antimony materials from its
production  area,  agreed  to  ensure  the  Montana  DEQ that future releases of
hazardous  waste would not occur and was assessed a fine.  The Company continues
to  have its premises inspected and tested by Montana DEQ for potential releases
of  its  hazardous  wastes  into  the  environment.
The  Company's  management  believes  that  USAC  is  currently  in  substantial
compliance  with  environmental  regulatory  requirements  and  that its accrued
environmental  reclamation  costs are representative of management's estimate of
costs  required  to fulfill its reclamation obligations.  Such costs are accrued
at  the  time  the  expenditure becomes probable and the costs can reasonably be
estimated.  The  Company  recognizes,  however,  that  in  some  cases  future
environmental  expenditures cannot be reliably determined due to the uncertainty
of  specific remediation methods, conflicts between regulating agencies relating
to  remediation  methods  and  environmental law interpretations, and changes in
environmental  laws  and  regulations.  Any changes to the Company's reclamation
plans as a result of these factors could have an adverse affect on the Company's
operations.  The  range  of  possible  losses  in  excess of the amounts accrued
cannot  be  reasonably  estimated  at  this  time.

17.     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The following disclosure of the estimated fair value of financial instruments is
made  in  accordance  with the requirements of Statement of Financial Accounting
Standards  No. 107, "Disclosures about Fair Value of Financial Instruments." The
estimated  fair  value  amounts  have  been  determined  using  available market
information  and  appropriate  valuation  methodologies.  However,  considerable
judgment  is  required  to interpret market data and to develop the estimates of
fair  value.  Accordingly,  the  estimates  presented herein are not necessarily
indicative  of  the  amounts  the  Company  could  realize  in  a current market
exchange.

The  carrying  amounts  for cash, restricted cash, accounts receivable, accounts
payable  and accrued expenses are reasonable estimates of their fair values. The
fair  value of amounts due to related parties approximates their carrying values
of  $232,111  and  $202,625, respectively, at December 31, 2003 and December 31,
2002,  based  upon  the  contractual  cash  flow  requirements.

                                        F-21

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

17.     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS,  CONTINUED:

The  carrying  amounts for judgments payable of $53,130 and $49,780, at December
31,  2003  and 2002, respectively, are reasonable estimates of their fair values
based  upon  the  judgment's  repayment  requirements.

The  carrying  amount  of  the convertible secured and convertible notes payable
aggregating  $350,000  at  December  31, 2003, is a reasonable estimate of their
fair  value.

18.     BUSINESS  SEGMENTS

The  Company  has  two  operating  segments,  antimony  and zeolite.  Management
reviews and evaluates the operating segments exclusive of interest and factoring
expenses.  Therefore,  interest  expense  is  not  allocated  to  the  segments.
Selected  information  with respect to segments for the years ended December 31,
2003  and  2002  is  as  follows:




                                              
                                              2003        2002
Revenues:
    Antimony . . . . . . . . . . . . .  $2,742,419  $3,274,007
    Zeolite. . . . . . . . . . . . . .     479,331     199,890
                                        ----------  ----------
                                        $3,221,750  $3,473,897
                                        ==========  ==========

Cost of sales:
  Production and freight and delivery:
    Antimony . . . . . . . . . . . . .  $2,403,070  $2,873,096
    Zeolite. . . . . . . . . . . . . .     529,397     265,390
  Depreciation:
    Antimony . . . . . . . . . . . . .      41,288      42,991
    Zeolite. . . . . . . . . . . . . .      55,254      41,071
                                        ----------  ----------
                                        $3,029,009  $3,222,548
                                        ==========  ==========

Gross profit . . . . . . . . . . . . .  $  192,741  $  251,349
                                        ==========  ==========

Other operating expenses:
  Sales expense:
    Antimony . . . . . . . . . . . . .  $   67,818  $   80,397
    Zeolite. . . . . . . . . . . . . .      70,589      62,654
  General and administrative expense:
    Antimony . . . . . . . . . . . . .     434,563     327,936
    Zeolite. . . . . . . . . . . . . .     212,689      86,658
                                        ----------  ----------
                                        $  785,659  $  557,645
                                        ==========  ==========

Capital expenditures:
    Antimony . . . . . . . . . . . . .  $   25,506  $        0
    Zeolite. . . . . . . . . . . . . .      95,931     305,745
                                        ----------  ----------
                                        $  121,437  $  305,745
                                        ==========  ==========

Properties, plant and equipment, net:
    Antimony . . . . . . . . . . . . .  $  132,608  $  147,886
    Zeolite. . . . . . . . . . . . . .     421,703     381,530
                                        ----------  ----------
                                        $  554,331  $  529,416
                                        ==========  ==========




See  Note  2  regarding  sales  to  major  customers.

                                        F-22