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

                              FORM 10-Q/A
                            AMENDMENT NO. 1

     /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended March 31, 1997

                                 OR

     / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ______ to _______

                    Commission File Number 1-4350

                             ROYAL OAK MINES INC. 
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        (Exact name of registrant as specified in its charter) 

ONTARIO, CANADA                         98-0160821                          
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(State or other jurisdiction of         (I.R.S. Employer Identification
incorporation or organization)          No.)

c/o Royal Oak Mines (USA) Inc.
5501 Lakeview Drive
Kirkland,  Washington
U.S.A.                                  98033
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(Address of principal executive         (Postal/Zip Code)
offices)

(425) 822-8992                                    
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Registrant's telephone number, 
including area code

Indicate by check mark whether 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 
filing requirements for the past 90 days. Yes X  No _

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

Common shares outstanding as of April 30, 1997 was 140,795,079.  This includes 
1,924,816 shares which are owned by a wholly owned subsidiary of the Company 
and may not be voted, and are not considered outstanding for accounting 
matters, including earnings per share calculations.
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SIGNATURES

Pursuant to the requirements 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.

                                   ROYAL OAK MINES INC.


Date: August 25, 1997               By /s/ Margaret K. Witte
                                      ------------------------
                                      Margaret K. Witte
                                      President and Chief
                                      Executive Officer

Date: August 25, 1997               By /s/ James H. Wood
                                      ------------------------
                                      James H. Wood
                                      Chief Financial Officer