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, 1996.

     Commission file number 0-12132


                              SILVERADO 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 to section 12(g) of the Act:
Common Shares, no par value
(Title of Class)

The  Company's  Common  Stock  trades on the NASDAQ  Small Cap Market  under the
trading symbol GOLDF
(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 28,
1997 was $25,647,744.

The number of shares outstanding on January 28, 1997 was 58,556,493

Documents incorporated by Reference:  None

Total number of pages, including cover page: 12

<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:

Name                              Age  Position
----                              ---  --------
Garry L. Anselmo, B.A. (1)        53   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)   60   Director since July 24, 1979

James F. Dixon (1)(2)             49   Director since May 6, 1988
-------------
     (1)  Members of Silverado's Audit Committee
     (2)  Members of Silverado's Compensation Committee


(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,
and Chief Executive and Chief  Financial  Officer of Silverado and of its wholly
owned  subsidiary,  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  President and a Director of Tri-Con's  United
States  operating  subsidiaries,  Tri-Con Mining Inc. and Tri-Con Mining Alaska,
Inc. (formerly "Tri-Con Mining (Arizona) Inc.")

<PAGE>

     Mr.  Fleming is a Director of Silverado and a member of  Silverado's  Audit
Committee.  He serves as a Director of Silverado Mines (U.S.),  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, 1996 each of its officers and directors  timely complied with
all filing  requirements,  except that Messrs.  Dixon and Fleming did not timely
file a Form 5 prior to January 14, 1997,  as required to report their receipt of
stock options granted automatically on December 12, 1996 pursuant to the formula
provisions of the Directors' Stock Option Plan.


<PAGE>

Item 11. Executive Compensation.
--------------------------------

(a) (b) Summary Compensation Table

<TABLE>
<CAPTION>

                                          Annual                                      Long Term
                                       Compensation                               Compensation Awards
                                       ------------                               -------------------
                                                                              Securities
Name and                                                                      Underlying
Principal Position          Year    $   Salary ($)  Bonus ($)   Other ($)  Options/SAR's (#)  All Other ($)
------------------          ----   ---  ----------  ---------   ---------  -----------------  -------------
<S>                         <C>    <C>  <C>         <C>         <C>           <C>                 <C>
J.P. Tangen                 1996   Cdn  $  323,108

President, CEO & CFO        1995   US   $   91,244  $       0   $       0       200,000           $   0
                            1995   Cdn  $  172,884
                            1994        $        0  $       0   $       0                         $   0

Garry L. Anselmo (1) (3)    1996   Cdn  $        0  $       0   $       0                         $   0
Chairman, President,        1995   Cdn  $        0  $       0   $       0     1,000,000           $   0
CEO & CFO                   1994   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.

(3)  Mr.  Anselmo is employed and  compensated  by Tri-Con  Mining  Ltd.,  which
     provides management and mining exploration and development  services of the
     Company.  Tri-Con does not bill  Silverado for Mr.  Anselmo's time spent on
     behalf of Silverado.

</FN>
</TABLE>

(c) (d) Option/SAR  Grants and Exercises and Year End Values.  During the fiscal
year ended  November 30, 1996,  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 named executive officer.

                   # Securities
Employee            Underlying      Exercise (Base)   Expiration    Present
Name           Unexercised Options  Price ($/share)      Date        Value
---------------------------------------------------------------------------
G.L. Anselmo          1,000,000         $0.88        Dec. 11, 2004   $0.00
J.P. Tangen             200,000         $0.88        Jun. 14, 1997   $0.00

<PAGE>

(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 will be entitled to receive a
termination  payment  equal to one year's  salary as a result of his  employment
being terminated for a reason other than his willful misconduct.

(i) Report on Repricing of Options/SAR's.  During the fiscal year ended November
30,  1996,  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, 1997, 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.

                                             Amount and Nature      Percent of
                                               of Beneficial       Outstanding 
Name/Address of Beneficial Owner                 Ownership           Shares
------------------------------------        -------------------   -------------
Garry L. Anselmo                                 2,884,681  (1)        4.9
K. Maxwell Fleming                                 351,000  (2)        0.6
James F. Dixon                                     514,500  (3)        0.9

All Directors and Executive Officers as          3,750,181             6.4
   a group (three persons)

J.P. Tangen                                        200,002  (4)        0.3

Tri-Con Group                                    1,884,614  (5)        3.2
Suite 505 - 1111 West Georgia Street
Vancouver, BC V6E 4M3

     (1)  Comprised of 1,557 shares owned by Tri-Con Mining Ltd., of which Garry
          Anselmo owns 60%; of 1,883,057  shares held by Tri-Con  Mining Inc., a
          wholly  owned   subsidiary  of  Tri-Con  Mining  Ltd.;   1,000,000  in
          exercisable stock options, and 67 shares held directly by Mr. Anselmo.
          Mr. Anselmo  disclaims  beneficial  ownership of the 1,883,057  shares
          held by Tri-Con.

     (2)  Includes directors options for 350,000 shares.

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

     (4)  Includes options of 200,000 shares,  and 2 shares held directly by Mr.
          Tangen.  Pursuant to  provisions  of the plan,  Mr.  Tangen's  options
          automatically expire on June 14, 1997.


     (5)  Tri-Con  Group  holds all  shares  under  note (1) save  1,000,000  in
          exercisable options and 67 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 MINES LTD.



Date: March 27, 1997                  By:            /s/ G. L. Anselmo  
                                          --------------------------------------
                                          G. L. Anselmo, President, CEO, and CFO

<PAGE>

                                     PART IV

ITEM 14
-------


     EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  Financial Statements

(1)  The following financial  statements are included in Part II, Item 8 to this
     report:

     Auditors' Report

     Comments by Auditors for U.S. Readers on Canada - U.S. Reporting Conflict

     Consolidated Balance Sheets at November 30, 1996 and 1995

     Consolidated  Statements of Operations and Accumulated Deficit, years ended
     November 30, 1996, 1995 and 1994

     Consolidated  Statements of Cash Flows, years ended November 30, 1996, 1995
     and 1994

     Consolidated  Statements of Changes in Share  Capital and Capital  Surplus,
     years ended November 30, 1996, 1995 and 1994

     Notes to Consolidated Financial Statements

(2)  Financial statement schedules:

     No schedules  are  presented  either  because the required  information  is
     disclosed elsewhere in the financial  statements,  or the schedules are not
     applicable.

(3)  Exhibits required to be filed are listed in Item 14(c).

(b)  Reports on Form 8-K:

     During the last quarter of the fiscal year covered by this report,  no Form
     8-K Current reports were filed by the Company.

(c)  Exhibits

     Consent of KPMG Peat Marwick Thorne.

(3)  Articles of Incorporation and Bylaws
     ------------------------------------

(i)(a) Altered memorandum of Silverado, including increase in authorized capital
     to  50,000,000  shares  without par value is  incorporated  by reference to
     Exhibit 3 to Silverado's 10-Q for the quarter ended May 31, 1993.

(ii)(a) Articles of Aalenian  Resources  Ltd. is  incorporated  by  reference to
     Exhibit 3(c) to Silverado's Registration Statement on Form 10, No. 0-12132,
     filed May 11, 1984, as amended on Form 8, July 10, 1984.

(4)  Instruments Defining Rights of Security Holders, Including Indentures
     ---------------------------------------------------------------------

(a)  Specimen certificate  representing shares of the capital stock of Silverado
     is incorporated by reference to Exhibit 4(a) to Silverado's  Report on Form
     10, No.  0-12132,  filed May 11, 1984, as amended on Form 8, filed July 10,
     1984.

<PAGE>

(10) Material Contracts
     ------------------

(a)  Operating   Agreement   between   Silverado  and  Tri-Con  Mining  Ltd.  is
     incorporated by reference to Exhibit 10 (d)(2) to Silverado's Form 10-Q for
     the quarter ended May 31, 1988.

(b)  Management  Compensatory  Plan - Silverado Mines Ltd. 1994 Stock Option and
     Bonus  Plan.  Incorporated  by  reference  to Exhibit  10.4 to  Silverado's
     Registration Statement on Form S-3, File No. 33-76880.

(e)  Property Option Agreements.
     ---------------------------

(i)  Grant Mine Property
     -------------------

(a)  Agreement  for   Conditional   Purchase  and  Sale  of  Mining  Property  -
     Silverado/Burggraf  (10/6/78)  is  incorporated  by  reference  to  Exhibit
     10(e)(i)(a) to Silverado's  Registration Statement on Form 10, No. 0-12132,
     filed May 11, 1984, as amended on Form 8, filed July 10, 1984.

(d)  Exploration and Mining Lease - Silverado Mines (U.S.),  Inc./ Gilbert Dobbs
     (11/6/84)  is  incorporated  by  reference  to  Exhibit   10(e)(f)  to  the
     Registrant's  Report on Form 10-K for the fiscal  year ended  November  30,
     1984.

(ii) Range Minerals Property
     -----------------------

(a)  Agreement  #1-Silverado/Taylor  (8/30/80) is  incorporated  by reference to
     Exhibit  10(e)(ii)(a)  to  Silverado's  Registration  Statement on Form 10,
     0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.

(b)  Agreement #2  Silverado/Taylor  (8/30/80) is  incorporated  by reference to
     Exhibit 10(e)(ii)(b) to Silverado's  Registration Statement on Form 10, No.
     0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.


(iii) St. Paul Barelka Property
      -------------------------

(a)  Equity Agreement - Silverado/Barelka/May/Thoennes (5/12/79) is incorporated
     by reference to Exhibit 10(e)(iii)(a) to Silverado's Registration Statement
     on Form 10, No.  0-12132,  filed May 11, 1984,  as amended on Form 8, filed
     July 10, 1984.


(iv) Eagle Creek Property
     --------------------

(a)  Option Agreement - Taylor/O'Hara/Tan  (7/9/76) is incorporated by reference
     to Exhibit  10(e)(v)(a) to Silverado's  Registration  Statement on Form 10,
     No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.

(b)  Assignment   of  Option  -  Aalenian  (now   Silverado)/Tan   (8/26/76)  is
     incorporated   by  reference   to  Exhibit   10(e)(v)(b)   to   Silverado's
     Registration  on Form 10, No.  0-12132,  filed May 11, 1984,  as amended on
     Form 8, filed July 10, 1984.

(c)  Assignment  of Option - Can-Ex.  (8/4/89) is  incorporated  by reference to
     Exhibit 10(e)(v)(c) to Silverado's Report on Form 10-K, for the fiscal year
     ended November 30, 1989.

(v)  Thompson Pup Property
     ---------------------

(a)  Option Agreement - Figlenski/Carlson/Silverado  (6/9/81) is incorporated by
     reference to Exhibit 0(e)(vi)(a) to Silverado's  Registration  Statement on
     Form 10, No. 0-12132,  filed May 11, 1984, as amended on Form 8, filed July
     10, 1984.

(vi) French Peak Property
     --------------------

(a)  Amendment of Agreement - Silverado / Can-Ex (now Anselmo Holdings)(9/19/80)
     is  incorporated

<PAGE>

     by reference to Exhibit 10(e)(ix)(d) to Silverado's  Registration Statement
     on Form 10, No.  0-12132  filed May 11,  1984,  as amended on Form 8, filed
     July 10, 1984.

(b)  Amendment of Agreement  (7/21/83) is  incorporated  by reference to Exhibit
     10(e)(ix)(e) to Silverado's Registration Statement on Form 10, No. 0-12132,
     filed May 11, 1984, as amended on Form 8, filed July 10, 1984.


(vii) Smith Creek Property
      --------------------

(a)  Purchase and Sales Agreement - Mickelson / Anderson / Silverado  (08/20/93)
     is  incorporated  by reference  to Exhibit  10(vii)(a)  to the  Registrants
     Report on Form 10-K for the fiscal year ended November 30, 1993.


(viii) Mary's Bench Property
       ---------------------

(a)  Purchase  and  Sales  Agreement  - Dionne  /  Dionne  / Deveny /  Silverado
     (09/21/93)  is  incorporated  by  reference to Exhibit  10(viii)(a)  to the
     Registrants  Report on Form 10-K for the  fiscal  year ended  November  30,
     1993.


(ix) Marshall Dome Property
     ----------------------

     Agreement  for Purchase  and Sale - Raymond  Moore / "BJ" Hall / Silverado,
     dated  October  9, 1995 is  incorporated  herein by  reference  to  Exhibit
     (10)(ix) to the  Registrants  Report on Form 10-K for the fiscal year ended
     November 30, 1995.


(x)  Hammond Property
     ----------------

     Lease of Mining Claims with Option to Purchase - Alaska Mining Company Inc.
     ("ALMINCO")  /  Silverado,  dated  February  3, 1995,  is  incorporated  by
     reference to Exhibit (10)(x) to the Registrants Report on Form 10-K for the
     fiscal year ended November 30, 1995.

(11) Statement Re Computation of Per Share Earnings The computation of per share
     net earnings/loss as described in Note 1(h) to the financial statements set
     forth in Item 8 of this report is by this reference incorporated herein.


(21) Subsidiaries of Registrant

     The  information  required  in Exhibit 21 is set forth in Item 1(a) of this
     report and by this reference incorporated herein.

(23) Consents of Experts and Counsel

(a)  Consent of KPMG,  formerly known as "KPMG Peat Marwick Thorne",  previously
     filed.

(b)  Consent of KPMG,  formerly  known as "KPMG Peat Marwick  Thorne"  regarding
     Form S-8, filed herewith.