================================================================================

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

                                    FORM 10-Q

(Mark One)

  [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934
       For the quarterly period ended June 30, 2008


  [_]  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
--------------------------------------------------------------------------------
             (Exact name of registrant as specified 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


Indicate by check mark 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
    -----            -----

Indicate by check mark whether the registrant is a shell company as defined by
Rule 12b-2 of the Exchange Act.
YES               No   X
    -----            -----

At August 15, 2008 the registrant had outstanding 43,014,024 shares of par value
$0.01 common stock.

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]    Accelerated filer [_]   Non-accelerated filer [_]
Smaller reporting company [X] (Do not check if a smaller reporting company)

================================================================================
<PAGE>
                       UNITED STATES ANTIMONY CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                                 FOR THE PERIOD
                              ENDED JUNE 30, 2008


                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----

PART I - FINANCIAL INFORMATION

Item 1: Financial Statements.................................................1-8

Item 2: Management's Discussion and Analysis of Results of Operations
        and Financial Condition ............................................8-13

Item 3: Quantitative and Qualitative Disclosure about Market Risk.............14

Item 4: Controls and Procedures...............................................14


PART II - OTHER INFORMATION

Item 1: Legal Proceedings.....................................................15

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds...........15

Item 3: Defaults upon Senior Securities.......................................15

Item 4: Submission of Matters to a Vote of Security Holders...................15

Item 5: Other Information.....................................................15

Item 6: Exhibits and Reports on Form 8-K......................................15


SIGNATURE.....................................................................16

CERTIFICATIONS.............................................................17-18



          [The balance of this page has been intentionally left blank.]
<PAGE>
                          PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

<TABLE><CAPTION>
                                                                              (Unaudited)
                                                                                June 30,        December 31,
                                                                                  2008              2007
                                                                              ------------      ------------
<S>                                                                           <C>               <C>
                                                    ASSETS

Current assets:
  Cash                                                                        $     12,780      $     81,747
  Accounts receivable, less allowance
    for doubtful accounts of $30,000                                                51,652           168,676
  Inventories                                                                      234,111           252,614
                                                                              ------------      ------------
      Total current assets                                                         298,543           503,037

Properties, plants and equipment, net                                            2,911,660         2,777,116
Restricted cash for reclamation bonds                                               80,186            65,736
                                                                              ------------      ------------
      Total assets                                                            $  3,290,389      $  3,345,889
                                                                              ============      ============

                                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Checks issued and payable                                                   $     46,213      $     69,484
  Accounts payable                                                                 795,217           808,748
  Accrued payroll and payroll taxes                                                133,519           113,612
  Other accrued liabilities                                                        103,126            99,851
  Deferred revenue                                                                  83,840           287,238
  Accrued interest payable                                                          27,729            25,231
  Payable to related parties                                                       242,935           254,085
  Convertible note payable to a related party                                      100,000           100,000
  Long-term debt, current                                                           86,252            91,890
                                                                              ------------      ------------
      Total current liabilities                                                  1,618,831         1,850,139

  Deferred revenue, noncurrent                                                        --             640,000
  Long-term debt, noncurrent                                                        76,483            19,711
  Accrued reclamation and remediation costs, noncurrent                            107,500           107,500
                                                                              ------------      ------------
      Total liabilities                                                          1,802,814         2,617,350
                                                                              ------------      ------------

Commitments and contingencies (Note 3)

Stockholders' equity:
  Preferred stock $0.01 par value, 10,000,000 shares authorized:
    Series A:  no shares issued and outstanding                                       --                --
    Series B: 750,000 shares issued and outstanding
     (liquidation preference $847,500 at December 31, 2007)                          7,500             7,500
    Series C: 177,904 shares issued and outstanding
     (liquidation preference $97,847 at December 31, 2007)                           1,779             1,779
    Series D: 1,751,005 shares issued and outstanding
     (liquidation preference and cumulative dividends of $4,549,838
     at December 31, 2007)                                                          17,509            17,509
  Common stock, $0.01 par vaue, 50,000,000 shares authorized;
    43,014,024 and 42,519,243 shares issued and outstanding, respectively          430,140           425,192
  Additional paid-in capital                                                    21,437,301        21,243,249
  Accumulated deficit                                                          (20,406,654)      (20,966,690)
                                                                              ------------      ------------
      Total stockholders' equity                                                 1,487,575           728,539
                                                                              ------------      ------------
      Total liabilities and stockholders' equity                              $  3,290,389      $  3,345,889
                                                                              ============      ============
</TABLE>

     THE  ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                        1
<PAGE>

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE><CAPTION>
                                                      For the three months ended       For the six months ended
                                                     ----------------------------    ----------------------------
                                                       June 30,        June 30,        June 30,        June 30,
                                                         2008            2007            2008            2007
                                                     ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>
ANTIMONY DIVISION
  Revenues                                           $    999,289    $  1,098,610    $  2,113,031    $  2,192,667
                                                     ------------    ------------    ------------    ------------
  Cost of sales:
    Production costs                                      793,505         836,196       1,618,233       1,594,162
    Depreciation                                            4,144           5,126           7,630          10,251
    Freight and delivery                                   46,759          49,988         112,544         114,007
    General and administrative                              8,727           4,193          30,259           7,986
    Direct sales expense                                   11,250          11,797          22,500          21,667
                                                     ------------    ------------    ------------    ------------
      Total cost of sales                                 864,385         907,300       1,791,166       1,748,073
                                                     ------------    ------------    ------------    ------------
        Gross profit - antimony                           134,904         191,310         321,865         444,594
                                                     ------------    ------------    ------------    ------------

ZEOLITE DIVISION
  Revenues                                                415,362         268,968         729,014         524,676
                                                     ------------    ------------    ------------    ------------
  Cost of sales:
    Production costs                                      261,861         278,996         528,184         577,368
    Depreciation                                           47,609          30,814          93,808          60,084
    Freight and delivery                                   33,980          22,907          53,203          38,889
    General and administrative                             42,714          76,616          80,138         101,909
    Royalties                                              52,675          31,472          92,797          61,608
    Direct sales expense                                   17,161          13,802          37,461          24,267
                                                     ------------    ------------    ------------    ------------
      Total cost of sales                                 456,000         454,607         885,591         864,125
                                                     ------------    ------------    ------------    ------------
        Gross profit (loss) - zeolite                     (40,638)       (185,639)       (156,577)       (339,449)
                                                     ------------    ------------    ------------    ------------

  Total revenues - combined                             1,414,651       1,367,578       2,842,045       2,717,343
  Total cost of sales - combined                        1,320,385       1,361,907       2,676,757       2,612,198
                                                     ------------    ------------    ------------    ------------
      Gross profit - combined                              94,266           5,671         165,288         105,145
                                                     ------------    ------------    ------------    ------------

Other operating (income) expenses:
  Corporate general and administrative                     63,351          83,736         191,029         180,003
  Exploration expense                                      93,918          36,667         177,674         116,296
  Expired exclusivity contract                           (800,000)           --          (800,000)           --
  Gain on sale of properties, plants and equipment           --           (38,493)        (41,268)        (97,541)
                                                     ------------    ------------    ------------    ------------
        Other operating (income) expenses                (642,731)         81,910        (472,565)        198,758
                                                     ------------    ------------    ------------    ------------
        Income (loss) from operations                     736,997         (76,239)        637,853         (93,613)
                                                     ------------    ------------    ------------    ------------

Other expenses:
  Interest expense, net                                     6,776          15,484          14,622          20,687
  Factoring expense                                        28,991          22,364          63,194          44,575
                                                     ------------    ------------    ------------    ------------
        Other expenses                                     35,767          37,848          77,816          65,262
                                                     ------------    ------------    ------------    ------------

Net income (loss)                                    $    701,230    $   (114,087)   $    560,037    $   (158,875)
                                                     ============    ============    ============    ============

Net income (loss) per share of
common stock:
    Basic                                            $      0.016             NIL    $      0.013             NIL
                                                     ============    ============    ============    ============
    Diluted                                          $      0.015             NIL    $      0.012             NIL
                                                     ============    ============    ============    ============

Weighted average shares outstanding:
    Basic                                              42,887,238      40,904,091      42,766,528      40,640,099
                                                     ============    ============    ============    ============
    Diluted                                            46,772,306      40,904,091      46,667,221      40,640,099
                                                     ============    ============    ============    ============
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                        2
<PAGE>

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE><CAPTION>
                                                                             For the six months ended
                                                                          ------------------------------
                                                                            June 30,          June 30,
                                                                              2008              2007
                                                                          ------------      ------------
<S>                                                                       <C>               <C>
Cash Flows From Operating Activities:
  Net income (loss)                                                       $    560,037      $   (158,875)
  Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation expense                                                       101,438            70,335
    Deferred financing costs as interest expense                                  --               3,750
    Gain on sale of properties, plants and equipment                           (41,268)          (97,541)
    Gain on expiration of exclusivity agreement                               (800,000)             --
    Change in:
      Accounts receivable                                                      117,024          (218,536)
      Inventories                                                               18,503            85,765
      Restricted cash for reclamation bonds                                    (14,450)           10,872
      Accounts payable                                                         (42,147)           70,379
      Accrued payroll and payroll taxes                                         19,907            67,379
      Other accrued liabilities                                                  3,275            (2,467)
      Deferred revenue                                                         (43,398)          (28,932)
      Accrued interest payable                                                   2,498              (865)
      Payable to related parties                                               (11,150)           17,025
                                                                          ------------      ------------
        Net cash used by operating activities                                 (129,731)         (181,711)
                                                                          ------------      ------------

Cash Flows From Investing Activities:
  Purchase of properties, plants and equipment                                (150,595)         (556,146)
  Proceeds from sale of properties, plants and equipment                        41,268            97,541
                                                                          ------------      ------------
        Net cash used by investing activities                                 (109,327)         (458,605)
                                                                          ------------      ------------

Cash Flows From Financing Activities:
  Proceeds from sale of common stock and warrants, net of commissions          199,000           475,128
  Proceeds from long-term debt                                                   6,081            47,713
  Principal payments of long-term debt                                         (11,719)         (123,421)
  Change in checks issued and payable                                          (23,271)           26,686
                                                                          ------------      ------------
        Net cash provided by financing activities                              170,091           426,106
                                                                          ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (68,967)         (214,210)

Cash and cash equivalents at beginning of period                                81,747           218,365
                                                                          ------------      ------------
Cash and cash equivalents at end of period                                $     12,780      $      4,155
                                                                          ============      ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Non-cash investing and financing activities:
    Properties, plants & equipment acquired with accounts payable         $     28,616      $     51,966
                                                                          ------------      ------------

    Properties, plants & equipment acquired with long-term debt           $     56,772      $       --
                                                                          ============      ============
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       3
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

   1. BASIS OF PRESENTATION:

   The unaudited consolidated financial statements have been prepared by the
   Company in accordance with accounting principles generally accepted in the
   United States of America for interim financial information, as well as the
   instructions to Form 10-Q. Accordingly, they do not include all of the
   information and footnotes required by accounting principles generally
   accepted in the United States of America for complete financial statements.
   In the opinion of the Company's management, all adjustments (consisting of
   only normal recurring accruals) considered necessary for a fair presentation
   of the interim financial statements have been included. Operating results for
   the six month period ended June 30, 2008 are not necessarily indicative of
   the results that may be expected for the full year ending December 31, 2008.
   Certain consolidated financial statement amounts for the six month period
   ended June 30, 2007 have been reclassified to conform to the 2008
   presentation. These reclassifications had no effect on the net loss or
   accumulated deficit as previously reported.

   For further information refer to the financial statements and footnotes
   thereto in the Company's Annual Report on Form 10-KSB for the year ended
   December 31, 2007.

   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 June 30, 2008, the Company had negative working
   capital of approximately $1,320,000 and an accumulated deficit of
   approximately $20.4 million. In addition, the Company has minimal available
   authorized shares available to sell in order to raise additional funds (see
   Note 6). 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.

   2. EARNINGS (LOSS) PER COMMON SHARE:

   The Company accounts for its earnings and loss per common share according to
   the 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 arrived at by dividing net income or 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. At June 30, 2007 common stock equivalents,
   including warrants to purchase the Company's common stock and common stock
   issuable upon the conversion of a convertible note payable, including accrued
   interest are excluded from the calculations when their effect is
   antidilutive. For the three and six months ended June 30, 2008, common stock
   equivalents of 3,885,068 and 3,900,693, respectively, are included as diluted
   weighted average shares. For the same periods, 3,241,059 of common stock
   equivalents are excluded from diluted weighted average shares because their
   exercise price was greater than the average market price during the periods.

   3. COMMITMENTS AND CONTINGENCIES:

   The Company's management believes that USAC is currently in substantial
   compliance with environmental regulatory requirements and that its accrued
   environmental reclamation and remediation costs are representative of
   management's estimate of costs required to fulfill its reclamation and
   remediation 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 effect on the Company's
   operations. The range of possible losses in excess of the amounts accrued
   cannot be reasonably estimated at this time.

                                       4
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:

   In March of 2007, the Company sustained an industrial accident at the BRZ
   mine resulting in a penalty of approximately $88,000, which was recorded as a
   liability. As of June 30, 2008 approximately $68,000 of this liability
   remained.

   4. 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 is as follows:

                                                     For the six
                                                     months ended
                                                      and as of
                                                       June 30,
                                                         2008
                                                     ------------
          Capital expenditures:
            Antimony
              United States                          $       --
              Mexico                                      111,201
                                                     ------------
              Subtotal Antimony                           111,201
            Zeolite                                       124,781
                                                     ------------
                                                     $    235,982
                                                     ============

          Properties, plants and equipment, net:
            Antimony
              United States                          $    109,582
              Mexico                                    1,061,682
                                                     ------------
              Subtotal Antimony                         1,171,264
            Zeolite                                     1,740,396
                                                     ------------
                                                     $  2,911,660
                                                     ============

          Inventory:
            Antimony
              United States                          $    181,885
              Mexico                                         --
                                                     ------------
              Subtotal Antimony                           181,885
            Zeolite                                        52,226
                                                     ------------
                                                     $    234,111
                                                     ============

          Total Assets:
            Antimony
              United States                          $    384,260
              Mexico                                    1,061,682
                                                     ------------
              Subtotal Antimony                         1,445,942
            Zeolite                                     1,830,067
            Corporate                                      14,380
                                                     ------------
                                                     $  3,290,389
                                                     ============

                                       5
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:

   5. DEFERRED REVENUE

   On October 25, 2006, the Company entered into an agreement to exclusively
   sell pozzlan zeolite (PZ) to one individual, who is a shareholder of the
   Company, over the next five years. The agreement calls for the individual to
   purchase a minimum of 3,000 tons of PZ per month. If the minimum sales are
   not purchased for a 90-day period of time, the exclusivity of sales to this
   individual is forfeited. The agreement called for a sales price between $30
   and $40 per ton until June 1, 2007, at which time the Company can adjust its
   price as necessary based on its production costs.

   The agreement commenced upon receipt of $500,000 from the shareholder
   (buyer), which occurred in 2006, and upon completion of permitting and
   construction of the new mill with operational milling equipment (completed as
   of December 31, 2007).

   During the year ended December 31, 2007, the Company received an additional
   $300,000 to extend the life of the agreement and provide exclusivity for
   certain other sales areas. The extension agreement was with a company,
   Zeolite Company of America (ZCA), of which the shareholder is part owner. The
   extension agreement lowered the monthly sales requirement to 350 tons per
   month and set the sale price at $40 per ton beginning December 31, 2007.
   Should ZCA not purchase or pay for the 350 tons per month for any three month
   period, ZCA would lose its exclusivity and price commitment.

   During the second quarter of 2008 the exclusivity agreement became void due
   to ZCA's failure to perform. As a result, the Company recognized the entire
   $800,000 of deferred revenue related to the contract in the second quarter of
   2008.

   6. COMMON STOCK

   The Company's Articles of Incorporation authorize 50,000,000 shares of $0.01
   par value common stock available for issuance with such rights and
   preferences, including liquidation, dividend, conversion and voting rights,
   as the Board of Directors may determine. At June 30, 2008, the number of
   common shares outstanding and reserved is as follows:


      Common shares issued and outstanding                           43,014,024

      Allocated shares for:
        Warrants to purchase common stock                             7,141,752
        Conversion of note payable, including accrued interest          700,000
        United States Antimony Corporation 2000 stock plan              500,000
                                                                   ------------
                                                                      8,341,752

      Total outstanding and reserved                                 51,355,776
      Authorized shares                                              50,000,000
                                                                   ------------
      Number of shares overallocated                                 (1,355,776)
                                                                   ============

   In addition, the Company has shares of Series D stock of 1,751,005 and
   warrants for purchase of 111,185 shares of Series D stock that is convertible
   on a one to one basis for shares of common stock. However, such conversion is
   subject to the availability of authorized but unissued shares of common
   stock.

                                       6
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:

   In order to ensure that the number of shares outstanding does not exceed the
   amount authorized, the Company has no plans on selling additional shares of
   common stock in the near future, will not authorize any grants under the
   stock plan, and the president of the Company will not convert the note
   payable due him. The Company plans to pursue increasing its authorized shares
   during the second half of 2008. In the meantime, the Company is not able to
   raise funds by selling shares of its common stock (see going concern
   discussion in Note 1).

   7. ADOPTION OF NEW ACCOUNTING PRINCIPLES

   Effective January 1, 2008, we adopted the provisions of SFAS No. 157, "Fair
   Value Measurements", for our financial assets and financial liabilities
   without a material effect on our results of operations and financial
   position. The effective date of SFAS No. 157 for non-financial assets and
   non-financial liabilities has been deferred by FSP 157-2 to fiscal years
   beginning after November 15, 2008, and we do not anticipate the impact of
   adopting SFAS 157 for non-financial and non-financial liabilities to have a
   material impact on our results of operations and financial position.

   SFAS No. 157 expands disclosure requirements to include the following
   information for each major category of assets and liabilities that are
   measured at fair value on a recurring basis: The fair value measurement;

   a.  The level within the fair value hierarchy in which the fair value
       measurements in their entirety fall, segregating fair value measurements
       using quoted prices in active markets for identical assets or liabilities
       (Level 1), significant other observable inputs (Level 2), and significant
       unobservable inputs (Level 3);

   b.  For fair value measurements using significant unobservable inputs (Level
       3), a reconciliation of the beginning and ending balances, separately
       presenting changes during the period attributable to the following:

       1)  Total gains or losses for the period (realized and unrealized),
           segregating those gains or losses included in earnings (or changes in
           net assets), and a description of where those gains or losses
           included in earnings (or changes in net assets) are reported in the
           statement of income (or activities);

       2)  The amount of these gains or losses attributable to the change in
           unrealized gains or losses relating to those assets and liabilities
           still held at the reporting period date and a description of where
           those unrealized gains or losses are reported;

       3)  Purchases, sales, issuances, and settlements (net); and 4) Transfers
           in and/or out of Level 3.

   At June 30, 2008, the company has no assets or liabilities that are measured
   at fair value on a recurring basis.

   We also adopted the provisions of SFAS No. 159, "The Fair Value Option for
   Financial Liabilities", effective January 1, 2008. SFAS No. 159 permits
   entities to choose to measure many financial assets and financial liabilities
   at fair value. The adoption of SFAS No. 159 has not had a material effect on
   our financial position or results of operations as of and for the six months
   ended June 30, 2008.

                                       7
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:

   8. NEW ACCOUNTING PRONOUNCEMENTS

   In December 2007, the FASB revised SFAS No. 141 "Business Combinations". The
   revised standard is effective for transactions where the acquisition date is
   on or after the beginning of the first annual reporting period beginning on
   or after December 15, 2008. SFAS No. 141(R) will change the accounting for
   the assets acquired and liabilities assumed in a business combination, as
   follows:

   o   Acquisition costs will be generally expensed as incurred;

   o   Noncontrolling interests (formally known as "minority interests") will be
       valued at fair value at the acquisition date;

   o   Acquired contingent liabilities will be recorded at fair value at the
       acquisition date and subsequently measured at either the higher of such
       amount or the amount determined under existing guidance for non-acquired
       contingencies;

   o   In-process research and development will be recorded at fair value as an
       indefinite-lived intangible asset at the acquisition date;

   o   Restructuring costs associated with a business combination will be
       generally expensed subsequent to the acquisition date; and

   o   Changes in deferred tax asset valuation allowances and income tax
       uncertainties after the acquisition date generally will affect income tax
       expense.

   The adoption of SFAS No. 141(R) does not currently have a material effect on
   our consolidated financial statements. However, any future business
   acquisitions occurring on or after the beginning of the first annual
   reporting period beginning on or after December 15, 2008 will be accounted
   for in accordance with this statement.

   In December 2007, FASB issued SFAS No. 160 "Non Controlling Interests in
   consolidated financial statements - an amendment of ARB No. 51," which is
   effective for fiscal years and interim periods within those years beginning
   on or after December 15, 2008. SFAS No. 160 amends ARB 51 to establish
   accounting and reporting standards for the non controlling ownership interest
   in a subsidiary and for the deconsolidation of a subsidiary. The Company is
   currently evaluating the potential impact of this statement on our
   consolidated financial statements.

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
           FINANCIAL CONDITION

   GENERAL

   This report contains both historical and prospective statements concerning
   the Company and its operations. Prospective statements (known as
   "forward-looking statements") may or may not prove true with the passage of
   time because of future risks and uncertainties. The Company cannot predict
   what factors might cause actual results to differ materially from those
   indicated by prospective statements.

                                       8
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
           FINANCIAL CONDITION, CONTINUED

   RESULTS OF OPERATIONS

   FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2008 COMPARED TO THE THREE MONTH
   PERIOD ENDED JUNE 30, 2007.

   The Company's operations resulted in net income of $701,230 for the
   three-month period ended June 30, 2008, compared with a net loss of $114,087
   for the same period ended June 30, 2007. The increase in income for the
   second quarter of 2008 compared to the similar period of 2007 is primarily
   due to an increase in zeolite revenues and recognition of revenue from an
   expired exclusivity contract.

   ANTIMONY DIVISION:

   Total revenues from antimony product sales for the second quarter of 2008
   were $999,289 compared with $1,098,610 for the comparable quarter of 2007, a
   decrease of $99,321. During the three-month period ended June 30, 2008, 62%
   of the Company's revenues from antimony product sales were from sales to one
   customer. Sales of antimony products during the second quarter of 2008
   consisted of 366,383 pounds at an average sale price of $2.73 per pound.
   During the second quarter of 2007, sales of antimony products consisted of
   441,080 pounds at an average sale price of $2.49 per pound.

   The cost of antimony production was $793,505, or $2.17 per pound sold during
   the second quarter of 2008 compared to $836,196 or $1.90 per pound sold
   during the second quarter of 2007. The increase in price per pound was
   primarily due to increased costs of raw materials.

   Antimony depreciation for the second quarter of 2008 was $4,144 which was
   comparable to $5,126 for the second quarter of 2007.

   Antimony freight and delivery expense for the second quarter of 2008 was
   $46,759 compared to $49,988 during the second quarter of 2007.

   General and administrative expenses in the antimony division were $8,727
   during the second quarter of 2008 compared to $4,193 during the same quarter
   in 2007. The increase is due to an increase in bank charges, increased travel
   expenses and increased insurance expenses.

   Antimony sales expenses were $11,250 for the second quarter of 2008 compared
   to $11,797 for the same quarter in 2007.

   ZEOLITE DIVISION:

   Total revenue from sales of zeolite products during the second quarter of
   2008 were $415,362 at an average sales price of $129.64 per ton, compared
   with the same quarter sales in 2007 of $268,968 at an average sales price of
   $126.34 per ton. The increase in revenue for the second quarter of 2008
   compared to the same quarter of 2007 was primarily due to the increase of
   1,075 tons of zeolite sold during the second quarter of 2008.

   The cost of zeolite production was $261,861, or $81.73 per ton sold, for the
   second quarter of 2008 compared to $278,996, or $131.05 per ton sold, during
   the second quarter of 2007. The decrease was due to increased production
   during the second quarter of 2008 compared to the second quarter of 2007.

                                       9
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
           FINANCIAL CONDITION, CONTINUED

   Zeolite depreciation for the second quarter of 2008 was $47,609 compared to
   $30,814 for the second quarter of 2007. The increase in depreciation is due
   to the continued purchase of capital assets associated with zeolite
   production.

   Zeolite freight and delivery for the second quarter of 2008 was $33,980
   compared to $22,907 for the second quarter of 2007. The increase is due to an
   increase in tons of zeolite sold during the second quarter of 2008.

   During the second quarter of 2008, the Company incurred costs totaling
   $42,714 associated with general and administrative expenses at Bear River
   Zeolite Company, compared to $76,616 of such expenses in the comparable
   quarter of 2007. The decrease was primarily due to a decrease in fine and
   penalty expense which offset smaller increases in bank and interest charges.

   Zeolite royalties expenses were $52,675 during the second quarter of 2008
   compared to $31,472 during the second quarter of 2007. The increase is due to
   an increase in tons of zeolite sold during the second quarter of 2008.

   Zeolite sales expenses were $17,161 during the second quarter of 2008
   compared to $13,802 during the second quarter of 2007. The increase is caused
   by higher costs related to the direct selling expenses.

   ADMINISTRATIVE OPERATIONS

   General and administrative expenses for the corporation were $63,351 during
   the second quarter of 2008 compared to $83,736 for the same quarter in 2007.
   The decrease is primarily due to a decrease in professional fees and office
   labor expense during the period.

   Exploration expense has increased by $57,251 from the quarter ended June 30,
   2007. The increase is primarily due to increased Mexico antimony exploration.

   The Company recognized the entire $800,000 of deferred revenue related to an
   expired exclusivity contract for zeolite in the second quarter of 2008. See
   Note 5 to the consolidated financial statements in Part I of this Form 10Q.

   The Company sold certain mining claims during the second quarter of 2007 that
   resulted in a gain on sale of property $38,493. No mining claims were sold
   during the second quarter of 2008.

   Interest expense of $6,776 was incurred during the second quarter of 2008
   compared to $15,484 during the second quarter of 2007. The decrease is due to
   the payoff of a significant loan balance between periods.

   Accounts receivable factoring expense was $28,991 during the second quarter
   of 2008 compared to $22,364 during the second quarter of 2007.

   FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2008 COMPARED TO THE SIX MONTH PERIOD
   ENDED JUNE 30, 2007.

   The Company's operations resulted in net income of $560,037 for the six month
   period ended June 30, 2008, compared with a net loss of $158,875 for the same
   period ended June 30, 2007. The increase in income for the first six months
   of 2008 compared to the similar period of 2007 is primarily due to the
   recognition of revenue related to an expired exclusivity contract.

                                       10
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
           FINANCIAL CONDITION, CONTINUED

   ANTIMONY DIVISION:

   Total revenues from antimony product sales for the first six months of 2008
   were $2,113,031 compared with $2,192,667 for the first six months of 2007, a
   decrease of $79,636. During the six month period ended June 30, 2008, 68% of
   the Company's revenues from antimony product sales were from sales to one
   customer. Sales of antimony products during the first six months of 2008
   consisted of 808,393 pounds at an average sale price of $2.61 per pound.
   During the first six months of 2007, sales of antimony products consisted of
   911,972 pounds at an average sale price of $2.40 per pound.

   The cost of antimony production was $1,618,233, or $2.00 per pound sold
   during the first six months of 2008 compared to $1,594,162 or $1.75 per pound
   sold during the first six months of 2007. The increase in price per pound is
   primarily due to increased raw materials cost.

   Antimony depreciation for the first six months of 2008 was $7,630 which was
   comparable to $10,251 for the first six months of 2007.

   Antimony freight and delivery expense for the first six months of 2008 was
   $112,544 compared to $114,007 during the first six months of 2007.

   General and administrative expenses in the antimony division were $30,259
   during the first six months of 2008 compared to $7,986 during the same period
   in 2007. The increase is due to an increase in finance charges on purchases,
   travel expenses and insurance expense.

   Antimony sales expenses were $22,500 for the first six months of 2008
   compared to $21,667 for the same period in 2007.

   ZEOLITE DIVISION:

   Total revenue from sales of zeolite products during the first six months of
   2008 were $729,014 at an average sales price of $127.21 per ton compared with
   the same period's sales in 2007 of $524,676 at an average sales price of
   $129.17 per ton. The increase in revenue for the first six months of 2008
   compared to the first six months of 2007 was primarily due to an increase of
   1,669 tons sold during the first six months of 2008.

   The cost of zeolite production was $528,184, or $92.16 per ton sold, for the
   first six months of 2008 compared to $577,368, or $142.14 per ton sold,
   during the first six months of 2007. The decrease was principally due to
   increased efficiency and lower maintenance and supplies expenses.

   Zeolite depreciation for the first six months of 2008 was $93,808 compared to
   $60,084 for the first six months of 2007. The increase in depreciation is due
   to the continued purchase of capital assets associated with zeolite
   production.

   Zeolite freight and delivery for the first six months of 2008 was $53,203
   compared to $38,889 for the first six months of 2007. The increase is due to
   a decrease in freight income, which is netted against freight and delivery
   costs, for the first six months of 2008.

                                       11
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
           FINANCIAL CONDITION, CONTINUED

   During the first six months of 2008, the Company incurred costs totaling
   $80,138 associated with general and administrative expenses at Bear River
   Zeolite Company, compared to $101,909 of such expenses in the comparable
   period of 2007. The decrease was primarily due to a decrease in fine and
   penalty expense.

   Zeolite royalties expenses were $92,797 during the first six months of 2008
   compared to $61,608 during the first six months of 2007.

   Zeolite sales expenses were $37,461 during the first six months of 2008
   compared to $24,267 during the first six months of 2007. The increase is
   related to more commissions paid to sales personnel.

   ADMINISTRATIVE OPERATIONS

   General and administrative expenses for the corporation were $191,029 during
   the first six months of 2008 compared to $180,003 for the first six months of
   2007. The increase is primarily due to one time payments related to a stock
   placement.

   Exploration expense increased by $61,378 for the six months ended June 30,
   2008 because of an increased focus exploration.

   The Company recognized the entire $800,000 of deferred revenue related to an
   expired exclusivity contract for zeolite in the first half of 2008.

   The company sold certain mining claims during the first six months of 2008
   that resulted in a gain on sale of property of $41,268 during the first six
   months of 2008 compared to similar sales of $97,541 during the first six
   months of 2007.

   Interest expense of $14,622 was incurred during the first six months of 2008
   compared to $20,687 during the first six months of 2007. The decrease in
   interest resulted from increased interest income and lower outstanding debt
   principle balances.

   Accounts receivable factoring expense was $63,194 during the first six months
   of 2008 compared to $44,575 during the first six months of 2007.

   FINANCIAL CONDITION AND LIQUIDITY

   At June 30, 2008, Company assets totaled $3,290,389 and total stockholders'
   equity was $1,487,575. Total stockholders' equity increased $759,036 from
   December 31, 2007, primarily because of net income resulting from the
   recognition of revenue from an expired exclusivity contract. At June 30,
   2008, the Company's total current liabilities exceeded its total current
   assets by $1,320,288. 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 that the Company will be able to
   sustain profitable operations and meet its financial obligations, there can
   be no assurance of such. The Company's management is confident, however,
   given recent increases in metal prices, that it will be able to generate cash
   from operations and financing sources that will enable it to meet its
   obligations over the next twelve months.

                                       12
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
           FINANCIAL CONDITION, CONTINUED

   As discussed in Note 6 to the financial statements, the Company has
   convertible debt and stock warrants that, if converted, would cause the
   number of outstanding shares of common stock to exceed the authorized amount.
   In order to ensure that the number of shares outstanding does not exceed the
   amount authorized, the Company has no plans on selling additional shares of
   common stock in the near future, will not authorize any grants under the
   stock plan, and the president of the Company will not convert the note
   payable due him. The Company plans to pursue increasing its authorized shares
   during 2008. In the meantime, the Company is not able to raise funds by
   selling shares of its common stock (see going concern discussion in Note 1 to
   the financial statements).

   Cash used by operating activities during the first six months of 2008 was
   $129,731, and resulted primarily from a decrease in accounts receivable and
   payable and deferred revenue, and the non-cash affects of depreciation and
   amortization expenses and the gain on sale of properties, plants and
   equipment.

   Cash used in investing activities during the first six months of 2008 was
   $109,327 and primarily related to the purchase of property, plant and
   equipment in Mexico for anticipated operations.

   Net cash provided by financing activities was $170,091 during the first six
   months of 2008 and was primarily generated from proceeds from the sale of
   common stock and exercise of warrants.





                                       13
<PAGE>

PART I - FINANCIAL INFORMATION, CONTINUED:

   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

   Not applicable for small reporting company.

   ITEM 4. CONTROLS AND PROCEDURES

   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

   We maintain disclosure controls and procedures that are designed to ensure
   that information required to be disclosed in our reports under the Securities
   Exchange Act of 1934 is recorded, processed, summarized and reported within
   the time periods specified in the SEC's rules and forms, and that such
   information is accumulated and communicated to management, as appropriate, to
   allow timely decisions regarding required disclosure. Our president, who
   serves as the chief accounting officer, conducted an evaluation of the
   effectiveness of the Company's disclosure controls and procedures (as defined
   in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of
   June 30, 2008.

   Based upon this evaluation, it was determined that there were material
   weaknesses affecting our internal control over financial reporting and, as a
   result of those weaknesses, our disclosure controls and procedures were not
   effective as of June 30, 2008. These material weaknesses are as follows:

       o   The Company does not have either internally or on its Board of
           Directors the expertise to produce financial statements to be filed
           with the SEC.

       o   The Company lacks proper segregation of duties. As with any company
           the size of ours, this lack of segregation of duties is due to
           limited resources. The president authorizes the majority of the
           expenditures and signs checks.

       o   The Company lacks accounting personnel with sufficient skills and
           experience to ensure proper accounting for complex, non-routine
           transactions.

       o   During its year end audit, our independent registered accountants
           discovered material misstatements in our financial statements that
           required audit adjustments.

   MANAGEMENT'S REMEDIATION INITIATIVES
   We are aware of these material weaknesses and plan to put procedures in place
   to ensure that independent review of material transactions is performed. In
   addition, we plan to consult with independent experts when complex
   transactions are entered into.

   CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
   There have been no changes during the quarter ended June 30, 2008 in the
   Company's internal controls over financial reporting that have materially
   affected, or are reasonably likely to materially affect, internal controls
   over financial reporting.


                                       14
<PAGE>

                           PART II - OTHER INFORMATION

   ITEM 1. LEGAL PROCEEDINGS

   None

   ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

   During the three month period ended June 30, 2008, the Company sold shares of
   its restricted common stock and warrants as follows: 212,500 shares for $0.40
   per share ($85,000). Both the common stock and the common stock underlying
   the warrants are restricted as defined under Rule 144. In management's
   opinion, the offer and sale of the securities were made in reliance on
   exemptions from registration provided by Section 4(2) and Rule 506 of
   Regulation D of the Securities Act of 1933, as amended and other applicable
   Federal and state securities laws.

   ITEM 3. DEFAULTS UPON SENIOR SECURITIES

   The registrant has no outstanding senior securities.

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

   None

   ITEM 5. OTHER INFORMATION

   None

   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   None

   Reports on Form 8-K None




                                       15
<PAGE>

                                    SIGNATURE


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: August 13, 2008
   ------------------------------------------          -------------------------
     John C. Lawrence, Director and President
    (Principal Executive, Financial and Accounting Officer)











                                       16