.






                                FORM 10-K/A No.1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1997.

     Commission file number 0-12132


                            SILVERADO GOLD MINES LTD.
             (Exact name of registrant as specified in its charter)


British   Columbia,   Canada                     98-0045034
(State or other jurisdiction of                  (IRS Employer ID No.)
incorporation or organization) 

Suite 505, 1111 West Georgia Street
Vancouver, British Columbia, Canada   V6E 4M3    (604) 689-1535
(Address of Principal Executive Offices)         (Registrant's telephone number)


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

Securities registered pursuant          The Company's Common Stock trades on the
to section 12(g) of the Act:            NASDAQ Small Cap Market under the
Common Shares, no par value             trading symbol GOLDF
(Title of Class)                        (Name of each exchange on which
                                        registered)
                                                                         
Indicate by check mark the registrant  (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 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 |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |_|

The aggregate market value of voting stock held by non-affiliates on January 30,
1998 was $19,794,384.

The number of shares outstanding on January 30, 1998 was 81,062,218

Documents incorporated by Reference:  None

Total number of pages, including cover page: 7



<PAGE>


Item 10. Directors and Executive Officers of the Registrant.


     (a) (b) Identification of Directors and Executive  Officers.  The executive
officers and  directors of the Company are listed  below.  The  directors of the
Company  are  elected  to hold  office  until  the next  annual  meeting  of the
shareholders  and  until  their  respective  successors  have been  elected  and
qualified.  Executive  officers  of the  Company  are  elected  by the  Board of
Directors and hold office until their successors are elected and qualified.

The current executive officers and directors of the Company are:
<TABLE>
<CAPTION>
Name                               Age  Position
<S>                                <C>  <C>                                                   
Garry L. Anselmo, B.A. (1)         54   Chairman of the Board and Chief Operating Officer
                                        since May 4, 1973; President and Chief Executive
                                        Officer from May 1, 1979 to November 4, 1994, and
                                        from March 1,1997 to present.
K. Maxwell Fleming, C.A. (1)(2)    61   Director since July 24, 1979
James F. Dixon (1)  (2)            50   Director since May 6, 1988
<FN>
     (1)  Members of Silverado's Audit Committee
     (2)  Members of Silverado's Compensation Committee
</FN>
</TABLE>

     (c) Significant Employees. Not applicable to reporting registrant.

     (d) Family  Relationships.  There are no family  relationships among any of
the Company's officers and/or directors.

     (e) Business Experience of Directors and Executive Officers.

     Mr. Anselmo is presently the Chairman of the Board of Directors, President,
Chief  Executive  and  Chief  Financial  Officer  of  Silverado.  He is also the
Chairman,  Chief  Executive  Officer and Chief  Financial  Officer of its wholly
owned  subsidiary,  Silverado Gold Mines Inc.  (formerly  Silverado Mines (U.S.)
Inc.). He resumed his duties as President,  Chief Executive  Officer,  and Chief
Financial  Officer on March 1, 1997,  after  transferring  those  duties to J.P.
Tangen from November 1, 1994,  until March 1, 1997.  Prior to the arrival of Mr.
Tangen,  he held those  duties from May of 1973.  Mr.  Anselmo  founded  Tri-Con
Mining Ltd.,  a private  mining  service  company,  in 1968,  and is currently a
shareholder,  Director,  and  President  of Tri-Con.  He is also  Chairman and a
Director of Tri-Con's United States operating subsidiaries,  Tri-Con Mining Inc.
and Tri-Con Mining Alaska, Inc.

     Mr.  Fleming is a Director of Silverado and a member of  Silverado's  Audit
Committee.  He serves as a Director of  Silverado  Gold Mines  Inc.,  the wholly
owned subsidiary of Silverado. Mr. Fleming is a Chartered Accountant.

     Mr. Dixon is a Director of the Company and its U.S.  subsidiary.  Mr. Dixon
holds a Bachelor of Commerce  Degree and has been engaged in the practice of law
since  1973.  He is a lawyer  and a  partner  in the law firm of  Shandro  Dixon
Edgson, Barristers and Solicitors, of Vancouver, British Columbia.

     (f) Involvement in Certain Legal  Proceedings.  During the past five years,
no director  or  executive  officer of the  Company  has been  involved in legal
proceedings of the nature required to be disclosed by this Item.

     (g) Promoters and Control Persons. Not applicable to reporting registrant.

     Compliance  with Section 16 of the  Securities  Exchange Act. The Company's
executive  officers  and  directors  are required  under  Section 16 of the U.S.
Securities  Exchange  Act of 1934 to file  reports of  ownership  and changes in
ownership  with the U.S.  Securities  and Exchange  Commission.  Copies of those
reports must also be  furnished to the Company.  Based solely on a review of the
copies of reports furnished to the Company and written  representations  that no
other reports were  required,  the Company  believes that during the fiscal year
ended November 30, 1997 each of its officers and directors  timely complied with
all filing requirements.


<PAGE>


Item 11.   Executive Compensation.

(a) (b)  Summary Compensation Table
<TABLE>
<CAPTION>
<S>                         <C>     <C>   <C>         <C>         <C>        <C>                     <C>
                                                            Annual           Long Term
                                                      Compensation           Compensation Awards

Name and                                                                     Securities Underlying
Principal Position          Year    $     Salary ($)  Bonus ($)   Other ($)  Options/SAR's (#)       All Other ($)

J.P. Tangen (1) (2)         1997    Cdn   $   87,060              $259,326
President, CEO & CFO        1996    Cdn   $ 345,768

                            1995    US    $   91,244  $0          $0            200,000              $0
                            1995    Cdn   $ 172,884


Garry L. Anselmo (1) (3)    1997    Cdn   $0          $0          $0                                 $0

Chairman, President,        1996    Cdn   $0          $0          $0          1,000,000              $0

CEO & CFO                   1995    Cdn   $0          $0          $0                                 $0

<FN>
(1) Mr.  Tangen was elected to serve as the  Company's  President,  CEO, and CFO
from November 1, 1994 until March 1, 1997.  Those  positions have otherwise been
held by Mr. Anselmo.

(2) Mr.  Tangen's  salary was  specified  as $10,000  per month  (U.S.),  or the
Canadian equivalent thereof, net of withholding and other taxes, resulting in an
annual  salary  equal to $120,000  (U.S.) plus taxes due on that net amount.  In
1995 Mr.  Tangen  received a portion of his salary in  Canadian  dollars,  and a
portion  in U.S.  dollars,  which in the  aggregate  summed  to the U.S.  dollar
equivalent of his contractual salary. In 1997 Mr. Tangen received $87,060 (Cdn.)
in salary, and $259,326 (Cdn.) in severance (see also Item 11(h)).

(3) Mr.  Anselmo is employed  and  compensated  by Tri-Con  Mining  Ltd.,  which
provides  management  and mining  exploration  and  development  services of the
Company.
</FN>
</TABLE>

     (c) (d)  Option/SAR  Grants and Exercises  and Year End Values.  During the
fiscal  year ended  November  30,  1997,  no stock  options  were  granted to or
exercised by any named executive officer. The following table shows the value of
unexercised options held at fiscal year-end by each names executive officer.

<TABLE>
<CAPTION>
Executive         # Securities Underlying   Exercise (Base)      Expiration
Officer           Unexercised Options       Price ($/share)      Date              Present Value ($)
<S>               <C>                       <C>                  <C>               <C>
G.L. Anselmo      1,000,000                 $0.88                Dec. 11, 2004     $0.00
</TABLE>

     (e) (f) Long-Term  Incentive Plans and Defined  Benefit Plans.  The Company
does  not  have  any  long-term   incentive  plan,   pension  plan,  or  similar
compensatory plan for its Executive Officers.

     (g) Compensation of Directors.  Directors of the Company receive no fees on
an annual or per meeting  basis,  but the Company  has  periodically  granted to
directors Options to purchase Common Shares.

     (h)   Employment   Contracts   and   Termination   and  Change  in  Control
Arrangements.  Mr. J.P. Tangen was employed as the Company's President,  CEO and
CFO commencing  November 1, 1994, until March 1, 1997, pursuant to an employment
contract providing for a salary of $10,000 per month (U.S.), net of withholdings
and other taxes. Pursuant to this contract, Mr. Tangen was entitled to receive a
termination  payment  equal to one year's  salary as a result of his  employment
being voluntarily terminated on February 28, 1997.

     (i) Report on  Repricing  of  Options/SAR's.  During the fiscal  year ended
November 30, 1997,  the company did not amend the terms of any stock  options or
SAR's previously awarded to any of the named executive officers.



<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

(a) (b)  Security Ownership of Certain Beneficial Owners and Management.

     The following  table sets forth  information  as of January 28, 1998, as to
the beneficial  ownership of shares of the Company's only  outstanding  class of
securities,  its Common Stock:  by each person or group who, to the knowledge of
the  Company  at  that  date,  was a  beneficial  owner  of 5% or  more  of  the
outstanding shares of Common Stock; by all directors;  by each executive officer
required to be named in the summary compensation table; and by all directors and
executive officers as a group. The table does not include information  regarding
shares  of  Common  Stock  held in the  names of  certain  depositories/clearing
agencies as nominee for various brokers and individuals.
<TABLE>
<CAPTION>
<S>                                                 <C>                         <C>

                                                    Amount and                  Percent of
Name/Address of Beneficial Owner                    Nature of                   Outstanding Shares
                                                    Beneficial Ownership

Garry L. Anselmo                                    3,002,7331                  3.7
K. Maxwell Fleming                                  401,0002                    0.5
James F. Dixon                                      564,5003                    0.7

All Directors and Executive Officers as a group     3,968,233                   4.9
(three persons)

Tri-Con Group                                       2,002,6614                  2.4
Suite 505, 1111 West Georgia Street,
Vancouver, B.C., V6E 4M3
</TABLE>

     (1) Comprised of 1,677 shares owned by Tri-Con  Mining Ltd., of which Garry
Anselmo  owns 75%; of  2,000,984  shares held by Tri-Con  Mining  Inc., a wholly
owned subsidiary of Tri-Con Mining Ltd.; 1,000,000 in exercisable stock options,
and 72 shares held directly by Mr.  Anselmo.  Mr. Anselmo  disclaims  beneficial
ownership of the 2,000,984 shares held by Tri-Con.

     (2) Includes directors options for 400,000 shares.

     (3) Includes directors options for 450,000 shares.

     (4)  Tri-Con  Group  holds all  shares  under  note (1) save  1,000,000  in
exercisable options and 72 directly held shares of Mr. Anselmo.

Item 13.  Certain Relationships and Related Transactions.

     See "Executive Compensation" concerning the Company's relationship with the
Tri-Con Group.


<PAGE>



                                   SIGNATURES



     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.



                                         SILVERADO GOLD MINES LTD.



Date:  March 27, 1998                    By:  /s/ Garry L. Anselmo
                                         G. L. Anselmo, President, CEO, and CFO