ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF

     Pursuant  to  Sec.  35-1-619(4)  and  Sec. 35-1-630 of the Montana Business
Corporations  Act,  the undersigned corporation adopts the following Articles of
Amendment  to  its  Articles  of  Incorporation:

                                    ARTICLE I
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     The  name  of  the  corporation  is United States Antimony Corporation (the
"Corporation").
                                   ARTICLE II
                                   ----------
     Article  Fourth  of  the  Corporation's  Articles  of  Incorporation  (as
previously  amended)  is amended in the manner prescribed by Section 35-1-630 of
the  Montana  Business  Corporations  Act  in  order  to  reduce  the  number of
authorized  shares  of  Series  C  Preferred  Stock following the conversion and
cancellation  of  28,092  shares  of  Series  C  Preferred  Stock.
The  number  of  authorized  shares of Series C Preferred Stock, as set forth in
Article  Fourth  Sec.  2C  of  the  Corporation's  Articles of Incorporation (as
previously amended), is reduced by 28,092 shares, from 205,996 shares to 177,904
shares.
                                   ARTICLE III
                                   -----------
     Article  Fourth  of  the  Corporation's  Articles  of  Incorporation  (as
previously  amended)  is amended in the manner prescribed by Section 35-1-619(4)
of  the  Montana Business Corporations Act in order to establish a new series of
preferred  stock  designated  as  Series  D  Preferred  Stock:
     2D.  Pursuant  to  the  authority  conferred  by  this  Article Fourth, the
Corporation  shall  have  the  right  to  issue 2,500,000 shares of its Series D
Preferred  Stock,  which  shall  have  the  following  designations,  powers,
preferences  and  relative  rights:
     2D.1     Optional  Conversion.  A  holder of Series D Preferred Stock shall
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have the right, subject, however, to availability of authorized but unissued and
unrestricted  shares  of  Common  Stock,  to convert the Series D shares, at the
option  of  the  holder  and without payment of additional consideration, at any
time following issuance, into such number of fully paid and nonassessable shares
of  Common  Stock  as  determined  by  dividing $0.20 by the Conversion Price in
effect  at  the time of the conversion.  Initially, the price at which shares of
Common  Stock  shall  be  deliverable  upon conversion of the Series D Preferred
Stock  (the

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF UNITED STATES ANTIMONY CORPORATION-1

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"Conversion  Price") shall be $0.20 per share of Common Stock.  The
Conversion  Price  shall  be  adjusted  from time to time as provided in Article
2D.7.  Following  conversion,  shares  of  Series  D  Preferred Stock may not be
reissued.

     2D.2     Voting Rights.  Except as otherwise provided herein or as required
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by  law,  the Series D Preferred Stock shall be voted equally with the shares of
the  Common  Stock of the Corporation and not as a separate class, at any annual
or  special  meeting  of stockholders of the Corporation, and may act by written
consent  in  the  same  manner  as  the  Common  Stock,  in either case upon the
following  basis:  Each  holder  of  shares of Series D Preferred Stock shall be
entitled to such number of votes as shall be equal to the whole number of shares
of  Common Stock into which such holder's aggregate number of shares of Series D
Preferred  Stock  are convertible immediately after the close of business on the
record  date  fixed  for  such  meeting  or  the  effective date of such written
consent.

     2D.3     Liquidation  Preference.
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          (a)     In  the event of (i) any merger, sale, liquidation, or winding
up  of  the  Corporation,  or  (ii)  any sale of all or substantially all of the
assets  of  the  Corporation  (including  subsidiaries,  joint  ventures,  or
partnerships), or (iii) any other corporate change as defined in Article 2D.3(c)
below, whether voluntary or involuntary, the holders of Series D Preferred Stock
shall  be entitled to be paid out of the assets of the Corporation in preference
to  the  holders  of  Common  Stock  but  after  payment and satisfaction of the
liquidation  preferences  of the holders of the Corporation's outstanding Series
A,  Series  B and Series C Preferred Stock, an amount per share (as adjusted for
any  stock  dividends,  combinations,  splits,  recapitalizations, and the like)
equal  to  the  greater of $2.50 or the equivalent market value of the number of
shares  of  Common  Stock  into  which  each  share  of  Series  D  Preferred is
convertible.
          (b)     After  the  payment  of the full liquidation preference of the
Series D Preferred, as set forth in Article 2D.3(a) above, the holders of Series
D  Preferred  Stock  shall  be  entitled  to  be  paid  out of the assets of the
Corporation  in  preference to the holders of Common Stock but after payment and
satisfaction  of  the  dividend  preferences of the holders of the Corporation's
outstanding  Series  A,  Series B and Series C Preferred Stock, all declared and
unpaid dividends on such shares of Series D Preferred (as adjusted for any stock
dividends, combinations, splits, recapitalizations, and the like) for each share
of  Series  D  Preferred  Stock  held  by  them.

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          (c)     The  following  events  shall  be  considered  a  liquidation,
dissolution,  or  winding  up  of  the  Corporation  under  this  Article  2D.3:
               (i)     any  consolidation  or  merger of the Corporation with or
into  any  other  corporation,  entity  or  person,  or  any  other  corporate
reorganization,  in  which the stockholders of the Corporation immediately prior
to  such  consolidation,  merger,  or reorganization own less than fifty percent
(50%)  of  the  Corporation's voting power immediately after such consolidation,
merger,  or  reorganization;  or
               (ii)     any  transaction  or  series  of related transactions in
which  in  excess  of  fifty  percent (50%) of the Corporation's voting power is
transferred;  or
               (iii)     a  sale  in a single transaction or a series of related
transactions after which more than fifty percent (50%) of the outstanding equity
securities of the Corporation are held by one or more third parties who were not
shareholders  of  the  Corporation immediately prior to the commencement of such
transaction  or  series  of  transactions;  or
               (iv)     a  sale, lease, transfer, or other disposition of all or
substantially  all  of  the  assets  of  the  Corporation;  or
               (iv)     a  series  of  sales or related transactions after which
all  or  substantially  all  of  the  assets  of  the  Corporation  are  sold.
     2D.4     Registration  Rights.
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          (a)     One  hundred  percent  (100%)  of  the underlying Common Stock
issued  to  a holder of Series D Preferred Stock upon conversion of the holder's
Series  D  Preferred  Stock  prior  to  the  effective  date  of registration of
Corporation's  Common Stock shall be entitled participate in any registration or
underwriting  of  the  Common  Stock of the Corporation or any other stockholder
(the  "Piggyback  Right"),  unless  another  provision  of  these  Articles  or
applicable  law  restricts,  reduces  or prohibits including the holder's Common
Stock  in  the  registration.
          (b)     If  the  registration  involves  an  underwriter, then (i) the
Corporation  has  the  right  to  select  the  underwriter, (ii) all holders who
participate  in  the  registration  shall  enter into an underwriting agreement,
(iii)  the  underwriter  has  the  right to limit the number of shares of Common
Stock to be sold or distributed (the "Cutback Right"), with the limitation first
applying  to  holders of Common Stock in proportion to the holder's

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Common Stock participating  in  the  registration,  and then applying to the
Company's Common Stock, (iv) the holder reserves the right to withdraw from any
registration, and (v)  the  holder  shall  enter  into  a standstill agreement
and comply with any request  of  the  Corporation or underwriter to not directly
or indirectly sell, offer  to  sell,  contract  to  sell,  grant  options  to
purchase, or otherwise transfer  the holder's Common Stock or other securities
in the Corporation for a period  not  to  exceed  180  days.
          (c)     All  expenses  (excluding  underwriters'  discounts  and
commissions)  incurred  in connection with any registration shall be paid by the
Corporation.  The Corporation shall register the Common Stock in compliance with
federal securities laws and use its best efforts to register the Common Stock in
compliance with any state securities laws, and shall provide holders with copies
of  all  registration  documents,  amendments  and  supplements.
     2D.5     Dividends.  The  holders  of  the  outstanding  Series D Preferred
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Stock shall be paid annually in arrears out of funds legally available therefore
a  dividend  of  $.0235  per  share  (as  adjusted  for  any stock splits, stock
dividends,  recapitalizations or the like) per annum, pro rated from the date of
issuance,  whether  or  not declared by the Board of Directors, in preference to
any  dividend  payable  to  the  holders  of Common Stock, but after payment and
satisfaction of the dividend preferences of the Corporation's outstanding Series
A,  Series  B  and  Series  C Preferred Stock.  The dividends on the outstanding
Series  D  Preferred  Stock  are  cumulative  if  not paid, and shall not accrue
interest.
     2D.6     Redemption.  The  Series  D  Preferred Stock are not redeemable by
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the  Corporation  unless  the  Corporation  and an individual holder of Series D
Preferred  Stock  mutually  consent  to  the  redemption.
     2D.7     Antidilution  Provisions.
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          (a)     The  Conversion  Price  set  forth  in  Article  2D.1 shall be
adjusted  if (i) the Corporation issues or is deemed to issue "Additional Shares
of  Common  Stock" at a price less than $0.20 per share of Common Stock and (ii)
the  holder  of  the Series D Preferred Stock participates to the full extent of
the  holder's  pro  rata share in the financing in which there is an issuance of
Additional  Shares  of  Common  Stock.  The  phrase "Additional Shares of Common
Stock"  means  all  shares  of Common Stock issued or deemed to be issued by the
Corporation  after the date of filing these Articles of Amendment, including but
not  limited to (i) shares of Common Stock issuable upon the exercise of rights,
options  or  warrants  to subscribe for, purchase or otherwise acquire shares of
Common  Stock,

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
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(ii)  shares  of  Common  Stock  issuable upon the conversion or
exchange  of  the  Corporation's  indebtedness,  securities  or otherwise, (iii)
shares  of  Common  Stock  issued  pursuant  to  a  stock dividend, subdivision,
reclassification or otherwise, (iv) shares of securities other than Common Stock
issuable  to  holders  of  shares  of Common Stock, and (v) shares of securities
other  than  Common Stock issuable as a result of any reclassification, exchange
or substitution of the shares of Common Stock.  The phrase "Additional Shares of
Common Stock" does not mean shares of Common Stock issued or deemed to be issued
(i)  to  employees, consultants and directors pursuant to plans and arrangements
approved  by  the  Board  of  Directors before or after the date of filing these
Articles  of  Amendment,  (ii)  to  lending  or leasing institutions pursuant to
agreements  approved  by  the  Board of Directors after the date of filing these
Articles  of  Amendment,  and (iii) upon the exercise of warrants outstanding on
the  date  of  filing  these  Articles  of  Amendment.
          (b)     If  the  Corporation  shall  issue Additional Shares of Common
Stock without consideration or for consideration of less than $0.20 per share of
Common  Stock,  then  the  Conversion  Price  in effect immediately prior to the
issuance  shall be proportionately reduced concurrently with such issuance, to a
price  (calculated to the nearest cent) determined by multiplying the Conversion
Price  in  effect  immediately  prior  to  such  issance  by a fraction, (i) the
numerator  of  which  shall  be the number of shares of Common Stock outstanding
immediately  prior  to such issuance (including shares of Common Stock deemed to
be  issued  pursuant to this Article 2D.7(a) other than the Additional Shares of
Common  Stock  for which the adjustment is being made) plus the number of shares
of  Common  Stock  which the aggregate consideration received by the Corporation
for  the  total  number  of  Additional  Shares  of Common Stock so issued would
purchase  at  the Conversion Price in effect immediately prior to such issuance;
and  (ii) the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance (including shares of Common Stock
deemed  to  be issued pursuant to this Article 2D.7(a) other than the Additional
Shares  of  Common Stock for which the adjustment is being made) plus the number
of  such  Additional  Shares  of Common Stock so issued.  For the purpose of the
above  calculation, the number of shares of Common Stock outstanding immediately
prior  to  such  issuance  shall  be  calculated  on  a  fully  diluted  basis.
          (c)     If  the  outstanding  shares  of  Common Stock are combined or
consolidated,  by  reclassification or otherwise, into a lesser number of shares
of  Common  Stock,  the  Conversion  Price  in  effect  immediately prior to the
combination  or  consolidation  shall  be  proportionately  increased.


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          (d)     Failure of a holder of Series D Preferred Stock to participate
to  the full extent of the holder's pro rata share in a financing in which there
is  an issuance of Additional Shares of Common Stock constitutes a waiver of the
right  to adjust the Conversion Price pursuant to this Article 2D.7 with respect
to  any  specific  share  or  shares  of  Series  D  Preferred  Stock,  either
prospectively or retroactively and either generally or in a particular instance.
The waiver pursuant to this Article 2D.7(d) shall bind all future holders of the
specific  shares  of  Series D Preferred Stock for which the right to adjust the
Conversion  Price has been waived.  As a result of this waiver, different shares
of  Series  D  Preferred  Stock  may  have  different Conversion Prices, and the
Corporation shall record on the stock ledger the Conversion Price for each share
of  Series  D  Preferred Stock.  If different shares of Series D Preferred Stock
have  more than one Conversion Price as a result of the waiver of the adjustment
of  the  Conversion  Price  under  this  Article  2D.7, the Conversion Price for
triggering  any  future adjustment of the Conversion Price of shares of Series D
Preferred  Stock  for which the Conversion Price adjustment was not waived shall
be  the  lowest  Conversion  Price  in  effect for the Series D Preferred Stock.
     2D.8     Protective  Provisions.  The  consent of a majority in interest of
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the  holders  of Series D Preferred Stock shall be required for any action which
(i)  alters  or  changes  the  rights, preferences or privileges of the Series D
Preferred  Stock  materially  and  adversely;  or  (ii) creates any new class of
shares  having  preference over or being on a parity with the Series D Preferred
Stock.
     2D.9     Reservation  of Common.  The Corporation shall not be obligated to
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reserve,  or  to  use  its  best  efforts  to  obtain shareholder approval of an
amendment to its Articles of Incorporation to authorize, additional Common Stock
sufficient  to  enable  the  Corporation to issue the number of shares of Common
Stock  otherwise  issuable upon conversion of all outstanding Series D Preferred
Stock.
                                   ARTICLE IV
                                   ----------
     The foregoing amendments to Article Fourth of the Corporation's Articles of
Amendment  were  adopted  by  the  Board  of  Directors  of  the  Corporation on
_______________, 2002.  In accordance with Sec. 35-1-619(4) and Sec. 35-1-630 of
the  Montana  Business  Corporation  Act, shareholder action was not required to
adopt  the  foregoing  amendments.

Dated:  _______________,  2002     _______________________________________
John  C.  Lawrence,  President  and  S

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