<PAGE>  1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                                    FORM 10-K

[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1996

                                       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 No.       0-4846-3
                   ------------------------------------------------------------

                                   CONSIL CORP.
           --------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Idaho                                             82-0288840
-------------------------------                     --------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

     Suite 500, 625 Howe Street
     Vancouver, B.C., Canada                                   V6C 2T6
-------------------------------------------         --------------------------
(Address of principal executive offices)                      (Zip Code)

(Registrant's telephone number, including area code)         604-331-0844
                                                    --------------------------
Securities registered pursuant to Section 12(g) of the Act:

                                                  Name of Each Exchange on
          Title of Each Class                  Which Each Class is Registered
---------------------------------------     -----------------------------------
Common stock, par value $0.10 per share     Vancouver Stock Exchange
                                            National Association of Securities
                                                  Dealers Automated Quotation
                                                  Bulletin Board

      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,  and (2) has  been subject to  such filing
requirements for at least the past 90 days.  Yes    XX     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  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.  [ X ]

      The aggregate market value of the registrant's voting common stock held by
nonaffiliates was $2,661,209 as of February 28, 1997.  As of February  28, 1997,
there were 9,449,757 shares of the registrant's common stock outstanding.





<PAGE>  2

                               PART I
                               ------
Item 1.   Business
          --------

     (a)  ConSil  Corp.,  formerly Consolidated  Silver Corporation
(the  Company  or  ConSil),  held mineral  properties  in  Shoshone
County, Idaho known  as the  Silver Summit mine  which were  leased
effective  August 1, 1980, to  a joint venture  composed of certain
substantial stockholders of the Company.  This lease was terminated
by the  lessees effective February 11, 1988.  On  November 1, 1988,
the Company  entered into a  new Mining Lease  and Agreement  and a
Participation  Agreement  (collectively,  the  Agreement)   of  its
properties  to  ASARCO Incorporated  (ASARCO).    Due to  continued
depressed  metals prices,  the  Agreement between  the Company  and
ASARCO  was terminated  effective August  17, 1992.   From  1992 to
1994,  management  of  the  Company endeavored  to  interest  other
companies in  further exploration and development  of the Company's
property without success.

     On November 14, 1995,  the Company's stockholders approved the
sale of its interest in the Silver  Summit mine and adjacent mining
properties located  in Shoshone County, Idaho  to Sunshine Precious
Metals,  Inc. for  a  cash payment  of  $750,000, plus  a  variable
production royalty tied to the price of silver.

     In  December 1995,  the  Company purchased  from Hecla  Mining
Company  (Hecla),  the majority  stockholder  of  the Company,  its
interest in the Ojo Caliente exploration project for $706,822.  The
project is located near the town of Zacatecas, Mexico.  The Company
also  entered into  an agreement  with Minera  Hecla, S.A.  de C.V.
(Minera Hecla), a wholly owned subsidiary  of Hecla, whereby Minera
Hecla  would conduct exploration work on  the Ojo Caliente property
and the  Company  would reimburse  Minera  Hecla for  actual  costs
incurred  for exploration.  Following  exploration work in 1995 and
1996,  the Company has elected  not to allocate  further funding to
the project.   Management of  the Company has  determined that  the
Company will not meet the minimum work commitments associated  with
the Ojo Caliente  property for the April 1, 1996  to March 31, 1997
period.   Through December 31, 1996, the Company had spent $644,862
of the required  spending of  $1.0 million  on exploration  related
activities at the Ojo Caliente project for the period April 1, 1996
to  March 31, 1997.   As a result of the  Company's election not to
meet  the  minimum  work  commitment obligation,  the  Company  has
offered its  interest in the  Ojo Caliente exploration  property to
Hecla subject to a Net  Profits Interest payable to ConSil.   As of
the date of this filing, no decision by Hecla has been reached with
respect  to  acquiring  ConSil's   interest  in  the  Ojo  Caliente
exploration project.   Hecla  has until  April 4,  1997 to  reach a
decision  concerning the property.   If Hecla elects  not to obtain
ConSil's interest in the Ojo Caliente project, management of ConSil
anticipates  attempting to  renegotiate  the agreement  with Minera
Portree  de Zacatecas, S.A. de  C.V., a Mexican exploration company
(Minera  Portree), although  there  can be  no  assurance that  the
Company will be able to renegotiate the agreement with Minera


                                -2-





<PAGE>  3

Portree.   If the Company  is unable to  renegotiate the agreement,
the  Company's rights to the  property will terminate  (See Item 2.
Properties)

     On February 13,  1996, the  Company announced  it had  entered
into a  letter agreement for  a three-month,  pre-option period  to
purchase a 100% interest in the Sombrerete silver mine in the state
of  Zacatecas, Mexico.  The letter agreement called for the Company
to  make three payments of  $5,000 per month  during the pre-option
period to Grupo Catorce, S.A. de C.V. (Grupo Catorce).  During this
period,  the Company  performed an  investigation of  the property.
Subsequently, the  Company entered  into  another letter  agreement
with  Grupo Catorce  which  amended the  February  13, 1996  letter
agreement to postpone certain  payments, extend the option  date to
May  13, 1997,  and  provide the  Company  with an  opportunity  to
propose  a  revised exploration  plan  and  terms  of a  definitive
agreement for the project.  (See Item 2.  Properties)

     The Company is currently negotiating a definitive agreement to
acquire  the assets  of  Minas La  Colorada,  S.A. de  C.V.,  which
includes  the Candelaria  and Recompensa  mines as well  as several
exploration  concessions, all located  in the  Chalchihuites mining
district  of the  State  of Zacatecas,  Mexico.   There  can be  no
assurance that the Company will successfully negotiate an agreement
to acquire these assets.  (See Item 2. Properties)

     Management  continues  to  evaluate  other  potential  mineral
exploration projects  and  business opportunities  with  particular
emphasis on silver properties in Mexico.

     (b)  No information is presented as to Industry Segments.

     (c)  The Company holds interests in mining and mineral-bearing
exploration  properties  which,  depending  upon   prices  for  the
products   (primarily  silver),   vary  considerably   in  economic
viability.   The Company  has no  patents, licenses,  franchises or
concessions  which  are  considered  by   the  Company  to  be   of
importance.   The business is not of  a seasonal nature.  Since the
potential  products  (primarily  silver)  are traded  on  the  open
market, the Company has no  control over the competitive conditions
in the industry.

     The  Company has spent no  funds during the  past three fiscal
years on mineral research activities relating to the development of
new products or services or the improvement of existing products or
services.   However, the Company has  incurred exploration expenses
of  approximately   $646,000  and   $785,000  in  1996   and  1995,
respectively.

     There  are   numerous  federal,  state  and   local  laws  and
regulations   in  the   United   States  and   Mexico  related   to
environmental protection  which have direct  application to  mining
and  milling activities.  The  more significant of  these laws deal
with mined land reclamation and wastewater discharge from mines and



                                -3-





<PAGE>  4

milling operations.  The  Company does not believe that  these laws
and regulations, as presently enacted, will have a direct  material
adverse effect on its results of operations or financial condition.
Further, the Company believes that adequate provision has been made
for disposal  of mine  waste and  mill tailings  in a  manner which
complies with current federal and state environmental requirements.

     The   Company   currently   has   two   employees.     Certain
administrative  services are  provided by  employees of  Hecla, the
majority stockholder of the Company, for  which a charge is made by
Hecla.

     (d)  The Company is primarily engaged in a mineral exploration
project in Mexico, held through the  Company's wholly owned Mexican
subsidiary,   Minera  ConSil,   S.A.  de   C.V.     For  geographic
information,  see  Note  9   of  Notes  to  Consolidated  Financial
Statements.

Item 2.   Properties
          ----------

     On  November 14, 1995, at  the annual meeting  of the Company,
stockholders  approved the sale of all of the Company's interest in
the  Silver Summit  mine,  plant, equipment  and  all patented  and
unpatented mining properties located  in Shoshone County, Idaho, to
Sunshine  Precious Metals, Inc. for a cash payment of $750,000 plus
a variable production royalty tied to  the price of silver.  A gain
on this sale of $750,000 was recognized in 1995.

     On December  22, 1995, the  Company acquired Hecla's  right to
earn a  50 percent interest in Minera El Morro, S.A. de C.V., which
holds  the Ojo  Caliente silver  exploration project  in Zacatecas,
Mexico.  The other investor in  the project is Minera Portree.  The
Company  acquired Hecla's  interest in  the project  by reimbursing
Hecla $706,822  for  all  expenditures incurred  by  Hecla  in  its
acquisition and for  exploration costs related to  the Ojo Caliente
project.  In addition,  should the Company decide to seek a partner
to assist in developing the Ojo Caliente project or putting it into
production, Hecla will have  the first opportunity to provide  that
assistance.  Minera Hecla, Hecla's wholly owned Mexican subsidiary,
is conducting the exploration under ConSil's direction.

     The Ojo  Caliente  project includes  at  least four  zones  of
mineralization that  have never been systematically  explored.  The
main veins have been  mapped and sampled recently by  Minera Hecla.
The geology is similar  to veins in the nearby  Zacatecas District,
which has  produced more than 600  million ounces of  silver.  Past
underground silver  production in the Ojo Caliente area occurred in
the seventeenth century.   Hecla's exploration activity during 1995
consisted  of seven drill  holes which tested two  of the four vein
systems.   Results of the  1995 drilling confirmed  the presence of
the target  veins at depth.   One of  these identified veins,  Veta
Galvan, is traceable for several kilometers.  The Company continued
the drilling program during 1996  to explore the previously drilled
vein systems at further depth and to explore the additional two


                                -4-





<PAGE>  5

vein  systems.   Besides Veta  Galvan, several  drill-ready targets
were  identified  through  surface   mapping  and  geochemical  and
geophysical surveys.

     Following  exploration  work in  1995  and  1996, the  Company
elected  not  to  allocate  further  funding  to  the Ojo  Caliente
exploration  project and has  determined that the  Company will not
meet the minimum  work commitments associated with the Ojo Caliente
property for the  April 1, 1996 to March 31,  1997 period.  Through
December 31, 1996, the  Company had spent $644,862 of  the required
spending of  $1.0 million on exploration related  activities at the
Ojo Caliente  project for the  period April  1, 1996  to March  31,
1997.    As a  result of  the Company's  election  not to  meet the
minimum  work commitment  obligation, the  Company has  offered its
interest in the Ojo Caliente exploration property to  Hecla subject
to  a Net Profits  Interest payable to  ConSil.  As of  the date of
this filing, no decision by Hecla has been  reached with respect to
acquiring  ConSil's  interest  in   the  Ojo  Caliente  exploration
project.   Hecla  has  until April  4,  1997 to  reach  a  decision
concerning  the property.  If  Hecla elects not  to obtain ConSil's
interest  in  the  Ojo   Caliente  project,  management  of  ConSil
anticipates attempting  to  renegotiate the  agreement with  Minera
Portree, although there can  be no assurance that the  Company will
be able to  renegotiate the agreement with Minera  Portree.  If the
Company  is  unable to  renegotiate  the  agreement, the  Company's
rights to the property will terminate.

     On  February  9,  1996,  the  Company  entered into  a  letter
agreement for  a three-month, pre-option period to  purchase a 100%
interest in the Sombrerete  silver mine in the state  of Zacatecas,
Mexico,  including  all  related  surface  and  underground  mining
rights, all related properties, permits and authorizations, and all
surface and  underground equipment, buildings,  and infrastructure.
The  letter agreement called for the Company to make three payments
of  $5,000 per month during the pre-option period to Grupo Catorce,
and for the Company to perform an investigation of the property.

     In   May  1996,   the   Company  completed   its   preliminary
investigation  of the  Sombrerete  silver mine  and informed  Grupo
Catorce  that it  intends to exercise  its right  to enter  into an
option to purchase the property.  The option agreement will require
the  Company to  pay Grupo  Catorce $4,000  per month for  care and
maintenance of the property.  During the option period, the Company
can exercise its  option to  purchase the property  for $1  million
over a  three-year period with $100,000  at the end of  each of the
first and second year following  commencement of the option  period
and  $800,000 on  the exercise of  the option.   The  option can be
extended for up  to five  years with the  payment of an  additional
$150,000  preproduction  royalty  for   each  year  the  option  is
extended, which preproduction royalties are recoupable from the Net
Smelter Returns (NSR) Royalty discussed below.  ConSil's cumulative
work  commitments are $200,000  for the first  six months following
commencement of the  option period, $500,000  within 12 months  and
$1,500,000 within 24 months, plus $200,000 in exploration work



                                -5-





<PAGE>  6

during  any option extension year.   Grupo Catorce will retain a 4%
NSR royalty in  all of the project property,  which the Company can
reduce to a  2% NSR royalty by paying $1  million to Grupo Catorce.
ConSil has the  right to  withdraw from the  agreement at any  time
after completion of a minimum $200,000 of work on the property.  As
of November 1996, the Company had completed the initial exploration
program,  spending in excess of the required $200,000.  On November
13,  1996,  by  letter   agreement,  ConSil  received  a  six-month
extension on all provisions of the agreement, including a six-month
suspension  on  all required  expenditures  and  payments to  Grupo
Catorce.

     The  Sombrerete  project   consists  of   exploration  for   a
continuation of  mineralization on  silver veins in  the Sombrerete
mining  district also in the state of  Zacatecas.  The property has
produced  approximately 180,000,000  ounces  of  silver during  the
period 1555 to  1991 from a  single vein system.   In 1996,  ConSil
diamond drilled the  main vein, Pabellon, to  test the continuation
of a  suspected ore shoot near  the surface, in order  to block out
easily accessible reserves.  Every hole in the program  intersected
the vein,  but the  values were  well below  ore grade.   Potential
along strike of the Pabellon vein remains to be tested.

     One  of  the  other  areas  of  interest  on   the  Sombrerete
concessions is an area of intense alteration and old mercury mines,
called Huracan.  This kind of alteration and mercury mineralization
typically  occurs in  the rocks  above the  epithermal silver  vein
systems.    Surface  geologic  mapping has  also  shown  structural
patterns commonly  associated  with silver  vein mineralization  in
this silver mineral belt in Mexico.

     On July 22, 1996, the Company  entered into a Letter of Intent
with Minas La Colorada, S.A. de C.V. (MLC), which was replaced by a
Heads  of Agreement dated December 19, 1996, for the acquisition of
a  100% interest  in the  Candelaria and  Recompensa  silver mines,
which are currently producing, as  well as several former producing
silver mines located in the  Chalchihuites mining district, in  the
state of Zacatecas,  Mexico.  As of March 1,  1997, the transaction
is subject to  the completion  of a definitive  agreement which  is
currently  being drafted  by the  parties.   Consideration for  the
proposed acquisition currently  includes Hecla Mining Company,  the
Company's  majority  shareholder,   delivering  from  its  holdings
4,000,000 shares of common stock of  the Company to ConSil.  ConSil
will then deliver 4,000,000 shares of the Company's common stock to
the shareholders of MLC.  ConSil will also assume  up to $3,000,000
in debt under the proposed agreement.  It is currently contemplated
that  in return  for Hecla's  delivery of  4,000,000 shares  to the
Company,  ConSil will grant Hecla  a right of  first opportunity to
participate with ConSil in any project  for which ConSil may seek a
partner  or acquire any project ConSil wishes to abandon in Mexico,
as long as  Hecla maintains  a certain ownership  level of  ConSil.
The  proposed acquisition is also subject to the Company completing
an equity financing sufficient  to complete the acquisition, expand
production at MLC's silver mines, and explore the exploration



                                -6-





<PAGE>  7

projects obtained in the proposed acquisition.  Due to  a number of
uncertainties   associated  with   the  proposed   acquisition,  no
assurance can be made that the acquisition will be completed.

     The  Candelaria  and   Recompensa  produce  an   aggregate  of
approximately  300 tonnes per day which is processed by a flotation
concentrator.  Silver  bearing lead and zinc concentrates  are sold
to  smelters in  Mexico.   As  of  July 1996,  proven  and probable
reserves consisted of 1,068,000 tonnes grading 486 grams silver, 1%
lead and 1% zinc (equivalent English system  measures are 1,174,800
tons grading about  15 ounces of  silver per  ton).  Reserves  were
established  by the management of  MLC and have  been reviewed, but
not  confirmed  by the  management  of  ConSil.   Other  properties
subject to  acquisition include  eleven mineralized breccia  pipes.
Past  production  records  indicate  a  resource  of  approximately
2,000,000 tonnes of mineralized  material grading 150 grams silver,
3%  lead  and 3%  zinc  (equivalent  English  system  measures  are
2,200,000 tons grading 5 ounces of silver per ton).

Item 3.   Legal Proceedings
          -----------------

     There are no pending legal proceedings.

Item 4.   Matters Voted on by Security Holders
          ------------------------------------

     The Company sent out a notice and information circular to each
of  the Company's  security holders on  February 14,  1997 advising
that the Company would  hold its annual meeting on  March 17, 1997.
No shareholder  meetings were  held and  no shareholder  votes were
taken in 1996.

























                                -7-





<PAGE>  8
                              PART II
                              -------

Item 5.   Market for the Registrant's Common Equity and Related
          -----------------------------------------------------
          Stockholder Matters
          -------------------

     The  common stock of the Company has been traded in the United
States  since June  28, 1991,  on the  over-the-counter market  and
quotations are published on  the National Association of Securities
Dealers  Automated Quotation  (NASDAQ)  Bulletin Board  and in  the
National Quotation Bureau "pink sheets" under the symbol CSLV.  The
Common Stock of the Company was listed for trading on the Vancouver
Stock Exchange in Vancouver, British Columbia,  Canada, on April 2,
1996, under the symbol CS.  There has not been an active market for
the  common   stock  and   the  below-described   quotations,  when
available, do  not constitute  a reliable  indication of the  price
that a holder of the common stock could expect to receive upon sale
of any particular quantity thereof.

     The following table sets forth the high and low bid prices for
the Company's common  stock, as reported by  the National Quotation
Bureau and the Spokane Quotation Service  for the quarterly periods
indicated.   The prices reported  by the National  Quotation Bureau
and the Spokane Quotation Service represent prices between dealers,
which  do not include retail  markups, markdowns or commissions and
do not necessarily represent actual transactions.

                                        Bid
                                        ---
                                High           Low
                                ----           ---
1996
      First Quarter           $  1.13        $ .88
      Second Quarter             1.00          .88
      Third Quarter               .94          .50
      Fourth Quarter              .75          .50
1995
      First Quarter           $   .62        $ .45
      Second Quarter              .76          .55
      Third Quarter              1.21          .72
      Fourth Quarter             1.27          .92

     The  approximate number of holders  of record of the Company's
common stock as of February 28, 1997 was 3,390.

     There  have been  no  dividends  declared  or paid  since  the
Company's  inception in  1969 and  the Company  does not  expect to
declare dividends in the foreseeable future.

     In  August  1995,  Hecla,  the  majority  stockholder  of  the
Company, acquired Coeur d'Alene Mines Corporation's 630,888  shares
of the  Company's outstanding common stock  which increased Hecla's
holdings  of the  Company's outstanding  common stock  to 6,168,300
shares  or 75.171% of the  outstanding common stock.   In September
1995,  the Company issued Hecla 1,250,000 shares of common stock in
exchange for Hecla's 12,500 shares of the Company's preferred stock
                                -8-





<PAGE>  9

which  represented  the total  preferred  stock  outstanding.   The
preferred stock, formerly held by Hecla, was subsequently canceled.
At December 31, 1996,  Hecla held 7,418,300, or 78.503%,  shares of
the Company's outstanding common stock.

Item 6.   Selected Financial Data
          -----------------------

<TABLE>
<CAPTION>
                         1996        1995          1994         1993         1992
                       ---------   ----------   ----------   ----------   ----------
<S>                    <C>         <C>          <C>          <C>          <C>
Revenues:
  Royalties            $     - -   $      - -   $      - -   $      - -   $    7,516
  Other                    3,678      794,319       30,808       31,164      158,603
                       ---------   ----------   ----------   ----------   ----------
                       $   3,678   $  794,319   $   30,808   $   31,164   $  166,119
                       =========   ==========   ==========   ==========   ==========
Net income (loss)      $(913,011)  $ (514,731)  $  (30,179)  $  (35,167)  $   81,440
                       =========   ==========   ==========   ==========   ==========
Net income (loss)
  per common share     $   (0.10)  $    (0.06)  $      - -   $      - -   $     0.01
                       =========   ==========   ==========   ==========   ==========
Total assets           $ 472,970   $  748,438   $  768,022   $  805,792   $  820,694
                       =========   ==========   ==========   ==========   ==========
Working capital        $(518,962)  $  389,285   $  751,702   $  781,881   $  817,048
                       =========   ==========   ==========   ==========   ==========
Redeemable preferred
  stock                $     - -   $      - -   $1,250,000   $1,250,000   $1,250,000
                       =========   ==========   ==========   ==========   ==========
Cash dividends         $     - -   $      - -   $      - -   $      - -   $      - -
                       =========   ==========   ==========   ==========   ==========
</TABLE>

Item 7.   Management's Discussion and Analysis of Financial
          -------------------------------------------------
          Condition and Results of Operations
          -----------------------------------

INTRODUCTION
------------

     Except  for the historical  information contained  herein, the
matters discussed that are forward-looking statements involve risks
and  uncertainties,  including  the  timely  development  of future
projects (such as the  Sombrerete and MLC projects), the  impact of
metals   prices,  changing   market   conditions   and   regulatory
environment,  and other risks detailed  in this Form  10-K.  Actual
results  may differ  materially  from those  projected or  implied.
Forward looking statements included herein represent  the Company's
judgement as of  the date of  this filing.  The  Company disclaims,
however, any  intent or obligation to  update these forward-looking
statements.




                                -9-





<PAGE>  10

RESULTS OF OPERATIONS

1996 vs. 1995
-------------

     The  Company  reported a  net loss  of  $913,011 or  $0.10 per
share, for  the year ended December 31, 1996 compared to a net loss
of  $514,731, or $0.06 per share, in the comparable period in 1995.
The increase in the net loss is primarily due to (1) a decrease  in
revenue of $790,641, primarily the result of  the nonrecurring 1995
gain  on sale of the Silver Summit  mine of $750,000 and a decrease
in interest  income of $34,489;  (2) increased interest  expense of
$17,901  related to the new  note payable outstanding  in 1996; and
(3) increased depreciation expense  of $5,253.  These  factors were
partially  offset by (1) an income tax  benefit of $101,110 in 1996
compared to  a $104,125 provision in 1995, the impact of which is a
positive $205,235;  and (2) decreased  exploration and  acquisition
expenditures  of  $138,519,  most  notably  for  the  Ojo  Caliente
exploration project; and   (3) decreased general and administrative
costs of $71,761  resulting from the  1995 compensation expense  of
$228,800 relating  to stock  options, offset  by  higher labor  and
office expenses in 1996.

1995 vs. 1994
-------------

     The  Company reported  a net  loss of  $514,731, or  $0.06 per
share for  the year ended December 31, 1995, compared to a net loss
of $30,179, or $0.00 per share, in the comparable 1994 period.  The
increase in  the net loss was  due primarily to (1)  an increase in
exploration expenditures totaling $784,956, primarily the result of
the  purchase  of  the  Company's  interest  in  the  Ojo  Caliente
exploration   project  for  $706,822;  (2)  increased  general  and
administrative expenses of  $344,542, due  to noncash  compensation
expense totaling  $228,800 related to common  stock options granted
by  Hecla for  the Company's  common stock  owned  by Hecla,  and a
$115,742 increase in general and administrative expenses other than
noncash compensation  related to stock options; and  (3) a $104,125
income tax provision primarily due to the sale of the Silver Summit
mine and adjacent mining properties.   These factors were partially
offset  by a $750,000 gain from the  sale of the Silver Summit mine
and related properties.

FINANCIAL CONDITION AND LIQUIDITY
---------------------------------

     At  December   31,   1996,   assets   totaled   $472,970   and
shareholders' deficit totaled $450,677.   Cash and cash equivalents
decreased  by  $468,571  to  $120,216 at  December  31,  1996  from
$588,787 at the end of 1995.  Operating activities used $901,588 of
cash during the year ended December  31, 1996.  The primary uses of
cash for operating activities  were for exploration and acquisition
expenditures  on  the  Ojo   Caliente  and  Sombrerete  exploration
projects, and general and administrative expenses.

     The Company's financing activities  provided $472,427 of  cash
during the year ended December 31, 1996.  Cash was provided by
                                -10-





<PAGE>  11

borrowings under the note from  Hecla of $500,000 partially  offset
by  payments for  deferred  stock  offering  costs of  $24,136  and
acquisition of treasury stock totaling $3,437.

     The Company's investing activities used $39,410 of cash during
the  year  ended  December  31,  1996  for  acquisition  of  office
equipment and an automobile.

     Working  capital  decreased  $908,247 during  the  year,  from
$389,285  at December 31, 1995  to a negative  $518,962 at December
31, 1996.  The decrease in working  capital is primarily the result
of funding  exploration of the Company's properties and general and
administrative expenses.   Management is currently  taking steps to
raise additional equity via a common or preferred stock offering to
remedy the negative working capital situation.  Management plans to
complete  an  equity offering  in 1997,  although  there can  be no
assurance  that the  Company will  be successful  in  completing an
equity offering.

     On  June  28,  1996, ConSil  and  Hecla  entered  into a  loan
agreement whereby Hecla agreed  to make available to ConSil  a loan
not to exceed  $500,000.  Under  the terms  of the loan  agreement,
ConSil agreed to  pay interest  on the outstanding  balance at  the
prime  interest rate specified in the Wall Street Journal, plus one
and  one-half percent  per year until  paid.  The  loan was payable
upon  demand by  Hecla, and was  due in  its entirety  on or before
December 31, 1996.  In order to  secure the loan, ConSil has caused
its  wholly owned subsidiary Minera  ConSil, S.A. de  C.V. to grant
Hecla's  wholly owned  subsidiary, Minera Hecla,  S.A. de  C.V. its
rights under  that certain Letter Agreement dated February 9, 1996,
by and between ConSil Corp. and  Grupo Catorce, S.A. de C.V.,  also
known  as the Sombrerete Agreement.  The loan agreement also places
certain  restrictions  on the  Company,  including restrictions  on
assets, indebtedness, increases in compensation,  loans or advances
to shareholders, directors, or employees, capital stock, and hiring
of new employees.  These restrictions can be altered with the prior
consent of  Hecla.   On February  19, 1997,  the Company and  Hecla
entered into an  amendment to the loan agreement.   Under the terms
of  the amended loan agreement, the amount available under the loan
was  increased  to $700,000,  and  the due  date  of  the loan  was
extended to April 30, 1997.  All other terms under the amended loan
agreement are substantially identical to the terms in  the original
loan   agreement.    At  December  31,  1996,  there  was  $500,000
outstanding  under  the  loan  agreement with  Hecla,  and  accrued
interest due to Hecla totaling $17,901.

     On  February  9,  1996,  the  Company  entered  into  a letter
agreement for a three-month,  pre-option period to purchase a  100%
interest in the Sombrerete  silver mine in the state  of Zacatecas,
Mexico,  including  all  related  surface  and  underground  mining
rights, all related properties, permits and authorizations, and all
surface  and underground equipment,  buildings, and infrastructure.
The  letter agreement called for the Company to make three payments
of $5,000 per month during the pre-option period to Grupo Catorce,



                                -11-





<PAGE>  12

and for the Company to perform an investigation of the property. In
May 1996,  the Company  completed its preliminary  investigation of
the  Sombrerete silver  mine  and informed  Grupo  Catorce that  it
intends  to exercise its right to enter  into an option to purchase
the property.  The option agreement will require the Company to pay
Grupo  Catorce $4,000  per month  for care  and maintenance  of the
property.  During the  option period, the Company can  exercise its
option  to purchase the property  for $1 million  over a three-year
period with  $100,000 at the  end of each  of the first  and second
year  following commencement of  the option period  and $800,000 on
the exercise of the option.  The  option can be extended for up  to
five years with the payment of an additional $150,000 preproduction
royalty for each  year the option is  extended, which preproduction
royalties are recoupable from the Net Smelter Returns (NSR) Royalty
discussed below.  ConSil's cumulative work commitments are $200,000
for the  first  six months  following  commencement of  the  option
period, $500,000 within  12 months and $1,500,000 within 24 months,
plus $200,000 in exploration work during any option extension year.
Grupo Catorce  will retain a 4%  NSR royalty in all  of the project
property, which  the Company  can reduce  to a  2%  NSR royalty  by
paying  $1 million  to  Grupo Catorce.   ConSil  has  the right  to
withdraw  from  the agreement  at any  time  after completion  of a
minimum $200,000 of work on the property.  As of November 1996, the
Company had completed the  initial exploration program, spending in
excess of the required $200,000.   On November 13, 1996,  by letter
agreement, ConSil has  a six-month extension  on all provisions  of
the  agreement, including  a six-month  suspension on  all required
expenditures and payments to Grupo Catorce.

     On  July 22, 1996, the Company entered into a Letter of Intent
with Minas La Colorada, S.A. de C.V. (MLC), which was replaced by a
Heads  of Agreement dated December 19, 1996, for the acquisition of
a  100% interest  in  the Candelaria  and Recompensa  silver mines,
which  are currently producing, as well as several former producing
silver  mines located in the  Chalchihuites mining district, in the
state of Zacatecas, Mexico.   As of March 1, 1997,  the transaction
is subject to  the completion  of a definitive  agreement which  is
currently being  drafted by  the  parties.   Consideration for  the
proposed acquisition  currently includes Hecla Mining  Company, the
Company's  majority  shareholder,  delivering  from   its  holdings
4,000,000  shares of common stock of the Company to ConSil.  ConSil
will then deliver 4,000,000 shares of the Company's common stock to
the shareholders of MLC.  ConSil  will also assume up to $3,000,000
in debt under the proposed agreement.  It is currently contemplated
that  in return  for Hecla's  delivery of  4,000,000 shares  to the
Company,  ConSil will grant Hecla  a right of  first opportunity to
participate with  ConSil in any project for which ConSil may seek a
partner  or acquire any project ConSil wishes to abandon in Mexico,
as long as  Hecla maintains  a certain ownership  level of  ConSil.
The proposed acquisition is also subject  to the Company completing
an equity financing sufficient  to complete the acquisition, expand
production  at  MLC's silver  mines,  and  explore the  exploration
projects obtained in the proposed acquisition.  Due to a number of




                                -12-





<PAGE>  13

uncertainties   associated  with   the  proposed   acquisition,  no
assurance can be made that the acquisition will be completed.

     At the Ojo Caliente exploration project, following exploration
work in 1995 and 1996, the  Company elected not to allocate further
funding for exploration activities.  Management has determined that
the Company will  not meet the minimum work  commitments associated
with  the Ojo Caliente property for the  April 1, 1996 to March 31,
1997 period.  Through  December 31, 1996, the Company  had expended
$644,862  of the required  spending of $1.0  million on exploration
related  activities  at the  Ojo  Caliente project  for  the period
April 1, 1996  to March  31, 1997.   As a  result of  the Company's
election not  to meet the  minimum work commitment  obligation, the
Company has offered  its interest in  the Ojo Caliente  exploration
property  to Hecla  subject to  a Net  Profits Interest  payable to
ConSil.  As of the  date of this filing,  no decision by Hecla  has
been reached with respect to acquiring ConSil's interest in the Ojo
Caliente exploration project.   Hecla  has until April  4, 1997  to
reach a decision concerning  the property.  If Hecla  elects not to
obtain ConSil's interest in the Ojo Caliente project, management of
ConSil  anticipates attempting  to renegotiate  the  agreement with
Minera Portree, although there can be no assurance that the Company
will be able to renegotiate the agreement with Minera  Portree.  If
the  Company is unable to renegotiate  the agreement, the Company's
rights to the property will terminate.

     At December 31, 1996, the Company has negative working capital
of   approximately  $519,000   and  a   stockholders'   deficit  of
approximately  $451,000.   The Company  intends to  finance planned
expenditures partially  through existing cash and  cash equivalents
and additional borrowings under the note with Hecla.  Existing cash
and cash equivalents and  borrowings from Hecla are  not sufficient
to fully  fund planned  expenditures.  Management  is investigating
raising  additional  capital  via   a  common  or  preferred  stock
offering.    Management anticipates  an  equity  offering in  1997,
although  there can be no  assurance that a  timely equity offering
can be achieved.  Further exploration work, as well as the proposed
acquisition  of MLC  are contingent upon  the Company's  ability to
obtain  appropriate  financing.  If  other  sources  of  funds  are
unavailable,  Hecla has  committed to  fund the  reasonable minimum
financial requirements of the Company through March 31, 1998.

Item 8.   Financial Statements and Supplementary Data
          -------------------------------------------

     See Item 14 for index of Financial Statements and Supplemental
Data filed herewith.

Item 9.   Changes in and Disagreements with Accountants on
          ------------------------------------------------
          Accounting and Financial Disclosures
          ------------------------------------

     None.



                                -13-





<PAGE>  14

                 REPORT OF INDEPENDENT ACCOUNTANTS
                 ---------------------------------


The Board of Directors
  and Stockholders
ConSil Corp.

We  have audited  the accompanying  consolidated balance  sheets of
ConSil  Corp.   and   subsidiary  (formerly   Consolidated   Silver
Corporation)  as of  December 31,  1996 and  1995, and  the related
consolidated  statements of  operations,  changes in  stockholders'
equity (deficit), and cash flows for each of the three years in the
period ended December 31, 1996.  These financial statements are the
responsibility of the Company's  management.  Our responsibility is
to  express an opinion on  these financial statements  based on our
audits.

We conducted our audits in  accordance with generally accepted  au-
diting standards.  Those standards require that we plan and perform
the  audit  to  obtain   reasonable  assurance  about  whether  the
financial statements are  free of material misstatement.   An audit
includes  examining,  on  a  test basis,  evidence  supporting  the
amounts and disclosures in the financial statements.  An audit also
includes assessing  the accounting principles used  and significant
estimates made  by management,  as well  as evaluating the  overall
financial  statement  presentation.  We  believe  that  our  audits
provide a reasonable basis for our opinion.

In our  opinion, the financial statements referred to above present
fairly, in  all material  respects, the consolidated  financial po-
sition of ConSil  Corp. and subsidiary as of December  31, 1996 and
1995, and  the consolidated results  of their operations  and their
cash flows for each of the three years in the period ended December
31,  1996,  in  conformity   with  generally  accepted   accounting
principles.

As discussed in  Note 3 to  the consolidated financial  statements,
the Company  changed its method of accounting for long-lived assets
in 1995.



/s/ COOPERS & LYBRAND L.L.P.

Spokane, Washington

March 22, 1997









                                -14-





<PAGE>  15
                              CONSIL CORP.
                       CONSOLIDATED BALANCE SHEETS
                        December 31, 1996 and 1995
                              -------------

<TABLE>
<CAPTION>
                                 ASSETS
                                                                                 1996                1995
                                                                             -----------          ----------
<S>                                                                          <C>                  <C>
Current assets:
    Cash and cash equivalents                                                $   120,216          $  588,787
    Accounts receivable                                                            4,185               1,410
    Other receivables                                                             66,446                 - -
    Income tax refund receivable                                                 210,816              46,344
    Deferred income taxes                                                            - -              33,000
    Prepaid and deferred expenses                                                  3,022               2,411
                                                                             -----------          ----------
          Total current assets                                                   404,685             671,952
                                                                             -----------          ----------
Equipment, net                                                                    38,603               4,940
Deferred income taxes                                                                - -              66,000
Deferred stock offering costs                                                     29,682               5,546
                                                                             -----------          ----------
          Total assets                                                       $   472,970          $  748,438
                                                                             ===========          ==========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable - Hecla Mining Company                                  $   362,802          $  279,598
    Accounts payable - trade                                                       2,683               3,069
    Accrued liabilities                                                           40,261                 - -
    Accrued interest payable - Hecla Mining Company                               17,901                 - -
    Note payable - Hecla Mining Company                                          500,000                 - -
                                                                             -----------          ----------
          Total current liabilities                                              923,647             282,667
                                                                             -----------          ----------
Commitments (Notes 2, 5, and 10)

Stockholders' equity (deficit):
    Preferred stock; $0.25 par value; authorized,
      10,000,000 shares; issued and outstanding, none                                - -                 - -
    Common stock; $0.10 par value; authorized,
      20,000,000 shares; issued 9,455,689 shares                                 945,569             945,569
    Discount on common stock                                                    (190,709)           (190,709)
    Capital surplus                                                            1,356,815           1,356,815
    Accumulated deficit                                                       (2,558,891)         (1,645,880)
    Less: Common stock reacquired at cost
      (1996 - 5,932 shares; 1995 - 6 shares)                                      (3,461)                (24)
                                                                             -----------          ----------
          Total stockholders' equity (deficit)                                  (450,677)            465,771
                                                                             -----------          ----------
          Total liabilities and stockholders' equity (deficit)               $   472,970          $  748,438
                                                                             ===========          ==========
</TABLE>

                         The accompanying notes are an integral part
                          of the consolidated financial statements.


                                               -15-





<PAGE>  16

                                  CONSIL CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

              For the years ended December 31, 1996, 1995 and 1994

                                    ---------


<TABLE>
<CAPTION>

                                                      1996         1995          1994
                                                  -----------   ----------    -----------
<S>                                               <C>           <C>           <C>
Revenue:

  Interest                                        $     3,526   $    38,015   $    28,452
  Transfer fees                                           152           844           356
  Gain on sale of mining property                         - -       750,000           - -
  Other                                                   - -         5,460         2,000
                                                  -----------   -----------   -----------
                                                        3,678       794,319        30,808
                                                  -----------   -----------   -----------
Expenses:
  General and administrative                          347,714       419,475        74,933
  Exploration and acquisition                         646,437       784,956           - -
  Depreciation                                          5,747           494           - -
  Interest                                             17,901           - -           - -
                                                  -----------   -----------   -----------
                                                    1,017,799     1,204,925        74,933
                                                  -----------   -----------   -----------

Loss before income taxes                           (1,014,121)     (410,606)      (44,125)

Income tax provision (benefit)                       (101,110)      104,125       (13,946)
                                                  -----------   -----------   -----------

Net loss                                          $  (913,011)  $  (514,731)  $   (30,179)
                                                  ===========   ===========   ===========

Net loss per share of common stock                $     (0.10)  $     (0.06)  $       - -
                                                  ===========   ===========   ===========

Weighted average number of
  common shares outstanding                         9,450,691     8,365,939     8,205,683
                                                  ===========   ===========   ===========

</TABLE>

                          The accompanying notes are an integral
                     part of the consolidated financial statements.





                                    -16-





<PAGE>  17

                                       CONSIL CORP.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the years ended December 31, 1996, 1995 and 1994
                                        -----------

<TABLE>
<CAPTION>
                                                      1996          1995          1994
                                                   ----------    ----------    ----------
<S>                                                <C>           <C>           <C>
Operating activities:
  Net loss                                         $ (913,011)   $ (514,731)   $  (30,179)
  Adjustments to reconcile net loss
    to net cash used by operations:
      Gain on sale of mining property                     - -      (750,000)          - -
      Compensation expense associated with
        stock options                                     - -       228,800           - -
      Depreciation                                      5,747           494           - -
      Deferred income tax provision (benefit)          99,000       (99,000)          - -

  Change in:
    Accounts and other receivables                    (69,221)         (910)         (500)
    Income tax refund receivable                     (164,472)      (32,905)        6,366
    Prepaid and deferred expenses                        (611)       (1,814)         (597)
    Accounts payable and accrued liabilities          123,079       277,937        (5,460)
    Property taxes payable                                - -       (11,590)       (2,131)
    Accrued interest payable                           17,901           - -           - -
                                                   ----------    ----------    ----------
  Net cash used by operating activities              (901,588)     (903,719)      (32,501)
                                                   ----------    ----------    ----------
Investing activities:
  Proceeds from sale of mining property                   - -       750,000           - -
  Acquisition of equipment                            (39,410)       (5,434)          - -
                                                   ----------    ----------    ----------
  Net cash provided (used) by investing activities    (39,410)      744,566           - -
                                                   ----------    ----------    ----------
Financing activities:
  Deferred stock offering costs                       (24,136)       (5,546)          - -
  Proceeds from note payable                          500,000           - -           - -
  Acquisition of treasury stock                        (3,437)          - -           - -
                                                   ----------    ----------    ----------
  Net cash provided (used) by financing activities    472,427        (5,546)          - -
                                                   ----------    ----------    ----------
Net decrease in cash and cash equivalents            (468,571)     (164,699)      (32,501)

Cash and cash equivalents at beginning
  of year                                             588,787       753,486       785,987
                                                   ----------    ----------    ----------
Cash and cash equivalents at end of year           $  120,216    $  588,787    $  753,486
                                                   ==========    ==========    ==========
Supplemental disclosure of cash flow information:
  Cash paid (received) for income taxes            $  (35,638)   $  236,000    $      - -
                                                   ==========    ==========    ==========
  For noncash financing activities see Notes 6 and 7

</TABLE>
                          The accompanying notes are an integral
                     part of the consolidated financial statements.

                                           -17-





<PAGE>  18

                                       CONSIL CORP.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                   For the Years Ended December 31, 1996, 1995 and 1994

                                   --------------------
<TABLE>
<CAPTION>
                                                                                Discount
                                 Preferred Stock           Common Stock            on
                                -------------------    ---------------------    Common      Capital     Accumulated    Treasury
                                Shares    Amount        Shares      Amount       Stock      Surplus       Deficit        Stock
                               -------  -----------    ---------   ---------   ---------   ----------   -----------    --------
<S>                            <C>      <C>            <C>         <C>         <C>         <C>          <C>             <C>
Balances, December 31, 1993     12,500  $ 1,250,000    8,205,689   $ 820,569   $(190,709)  $    3,015   $(1,100,970)    $   (24)

Net loss                                                                                                    (30,179)
                               -------  -----------    ---------   ---------   ---------   ----------   -----------     -------


Balances, December 31, 1994     12,500    1,250,000    8,205,689     820,569    (190,709)       3,015    (1,131,149)        (24)

Net loss                                                                                                   (514,731)
Deemed capital contributions
  relating to common stock
  options granted by Hecla
  Mining Company                                                                              228,800

Common stock issued to
  Hecla Mining Company in
  exchange for preferred
  stock                        (12,500)  (1,250,000)   1,250,000     125,000                1,125,000
                               -------  -----------    ---------   ---------   ---------   ----------   -----------     -------

Balances, December 31, 1995        - -          - -    9,455,689     945,569    (190,709)   1,356,815    (1,645,880)        (24)

Net loss                                                                                                   (913,011)

Acquisition of treasury stock                                                                                            (3,437)
                               -------  -----------    ---------   ---------   ---------   ----------   -----------     -------


Balances, December 31, 1996        - -  $       - -    9,455,689   $ 945,569   $(190,709)  $1,356,815   $(2,558,891)    $(3,461)
                               =======  ===========    =========   =========   =========   ==========   ===========     =======

</TABLE>
                                    The accompanying notes are an integral
                                part of the consolidated financial statements.







                                -18-





<PAGE>  19

                            CONSIL CORP.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           -------------


1.   Summary of Significant Accounting Policies
     ------------------------------------------

Organization
------------

     ConSil Corp.  (the Company  or ConSil), formerly  Consolidated
Silver Corporation, and its  wholly owned subsidiary Minera ConSil,
S.A. de C.V. (formed on December 20, 1995) currently hold interests
in  mining and mineral-bearing properties  in Mexico.  Although the
Company has  no operating  properties, its management  continues to
evaluate  potential  mineral  exploration  projects   and  business
opportunities  with  particular emphasis  on  silver  properties in
Mexico.

     The accompanying consolidated financial statements include the
accounts   of  ConSil  and  its  wholly   owned  subsidiary.    All
significant  intercompany transactions and  accounts are eliminated
in  consolidation.    The  preparation  of  consolidated  financial
statements  in   conformity  with  generally   accepted  accounting
principles requires  management to  make estimates and  assumptions
that affect  the reported  amounts  of assets  and liabilities  and
disclosure of contingent assets and liabilities at the dates of the
financial  statements  and the  reported  amounts  of revenues  and
expenses during the reporting periods.  Actual results could differ
from those estimates.

     At December 31,  1996, the Company had 9,449,757 common shares
outstanding  of which  Hecla  Mining Company  (Hecla, the  majority
stockholder  of the Company)  owned 7,418,300 shares  or 78.503% of
the outstanding shares.

     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  December 31,
1996,  the Company  has negative  working capital  of approximately
$519,000  and a  stockholders' deficit  of approximately  $451,000.
Included in current liabilities is a $500,000 note payable to Hecla
which is due in April 1997.  Management of the Company  anticipates
improving the  Company's  financial  condition  through  an  equity
offering  in  1997; although  there can  be  no assurance  that the
Company will be successful in raising additional capital.  If other
sources of funds are unavailable,  Hecla has  committed to fund the
reasonable minimum  financial requirements  of the  Company through
March 1998.





                                -19-





<PAGE>  20

Exploration
-----------

     Exploration costs are charged to  operations as incurred.  The
purchase  of  Hecla's  interest  in the  Ojo  Caliente  exploration
project  in 1995,  which  principally included  a reimbursement  of
Hecla's exploration costs  expended on the property was  charged to
operations (see Note 2).

Net Loss Per Share
------------------

     Net loss per share  of common stock  is based on the  weighted
average number of common shares outstanding during each period.

Cash Equivalents
----------------

     The  Company considers  cash equivalents  to be  highly liquid
investments purchased with a remaining maturity of three months  or
less.   The Company's  financial instruments  that  are exposed  to
concentrations of  credit risk consist  primarily of cash  and cash
equivalents.    The  Company places  its  cash  and temporary  cash
investments with institutions of high credit-worthiness.  At times,
such investments may be in excess of the FDIC insurance limit.

Deferred Stock Offering Costs
-----------------------------

     Deferred stock offering costs consist of costs associated with
planned equity offerings.   The deferred stock  offering costs will
be  offset against the gross  proceeds from the  issuance of equity
securities, if the stock offering is successful, or will be charged
to operations, if the stock offering is not successful.

Income Taxes
------------

     The Company  records deferred  tax liabilities and  assets for
the expected  future income  tax consequences  of events  that have
been  recognized  in  its   financial  statements.    Deferred  tax
liabilities  and  assets  are  determined based  on  the  temporary
differences  between the financial  statement carrying  amounts and
the tax bases of assets and liabilities  using enacted tax rates in
effect in the years in which the temporary differences are expected
to reverse.

Reclassifications
-----------------

     Certain 1995  and 1994  financial statement amounts  have been
reclassified  to   conform  to   the  1996  presentation.     These
reclassifications  had no  effect on  the net  loss  or accumulated
deficit as previously reported.



                                -20-





<PAGE>  21

2.   Mineral Rights
     --------------

     In  December  1995,  the  Company  purchased  from  Hecla  its
interest in the Ojo  Caliente exploration project located  near the
town of Zacatecas in the state of Zacatecas, Mexico, for $706,822.

     In conjunction with the  Ojo Caliente and Sombrerete projects,
the  Company's  wholly  owned Mexican  subsidiary,  Minera  ConSil,
entered into an agreement  with Minera Hecla, S.A. de  C.V. (Minera
Hecla), a wholly  owned subsidiary of  Hecla, whereby Minera  Hecla
would carry  out exploration activities  on the projects  for which
the Company would reimburse Minera Hecla for its costs.  During the
years  ended  December  31, 1996  and  1995,  the Company  incurred
$453,793  and $78,134, respectively,  of exploration  expense under
this  agreement.   At  December 31,  1996  and 1995,  $278,894  and
$70,469, respectively,  of these exploration  services are included
in accounts payable.

     The Company has  a commitment to  spend the following  minimum
amounts  on  exploration  and   development  at  the  Ojo  Caliente
exploration  project (any amounts spent in excess of any one year's
commitment  can  be  applied to  the  minimum  expenditures of  the
following year):

               Period Covered           Minimum Spending
          ------------------------      ----------------

          April 1995 to March 1996        $   265,000
          April 1996 to March 1997          1,000,000
          April 1997 to March 1998          1,200,000
                                          -----------
                                          $ 2,465,000
                                          ===========

     The commitment for April  1995 to March 1996 was  satisfied as
of September 30,  1995 by  Hecla, prior to  the Company's  purchase
from Hecla.   The Company carried  over $394,563 from 1995  to 1996
and expended an additional $250,299 through December 31, 1996 for a
total  of $644,862, as of December 31, 1996.  Following exploration
work  in 1995 and 1996, the Company elected not to allocate further
funding to the project.   Management of the Company  has determined
that the Company will not meet the remaining obligation to spend an
additional $355,138  on exploration activities at  the Ojo Caliente
project prior  to March  31, 1997.   As a  result of  the Company's
election  not to meet  the minimum work  commitment obligation, the
Company has offered  its interest in  the Ojo Caliente  exploration
property  to Hecla  subject to  a Net  Profits Interest  payable to
ConSil.   No decision  by Hecla  has been  reached with  respect to
acquiring  ConSil's  interest  in  the  Ojo   Caliente  exploration
project.    Hecla has  until  April 4,  1997  to  reach a  decision
concerning  the property.  If  Hecla elects not  to obtain ConSil's
interest  in  the  Ojo   Caliente  project,  management  of  ConSil
anticipates attempting  to renegotiate  the  agreement with  Minera
Portree, although there can  be no assurance that the  Company will
be able to renegotiate the agreement with Minera Portree.  If the

                                -21-





<PAGE>  22

Company  is  unable to  renegotiate  the  agreement, the  Company's
rights to the property will terminate.

     On  February  9,  1996,  the Company  entered  into  a  letter
agreement  (Sombrerete Agreement)  for  a  three-month,  pre-option
period to purchase a 100% interest in the Sombrerete silver mine in
the state of  Zacatecas, Mexico, including all related  surface and
underground mining  rights,  all related  properties,  permits  and
authorizations,   and  all   surface  and   underground  equipment,
buildings, and infrastructure.  The letter agreement called for the
Company to make three payments of $5,000  per month during the pre-
option  period to Grupo Catorce, and  for the Company to perform an
investigation of the  property. In May 1996,  the Company completed
its  preliminary investigation  of the  Sombrerete silver  mine and
informed Grupo Catorce  that it  intends to exercise  its right  to
enter  into an  option  to  purchase  the  property.    The  option
agreement  will require the Company to pay Grupo Catorce $4,000 per
month for care and maintenance of the property.  During  the option
period,  the  Company  can  exercise  its  option to  purchase  the
property for $1 million  over a three-year period with  $100,000 at
the end of each of the first and second year following commencement
of the option  period and $800,000 on  the exercise of the  option.
The option can be extended for up to five years with the payment of
an  additional $150,000  preproduction  royalty for  each year  the
option is  extended, which  preproduction royalties  are recoupable
from  the  Net  Smelter  Returns  (NSR)  Royalty  discussed  below.
ConSil's cumulative work commitments are $200,000 for the first six
months following commencement of the option period, $500,000 within
12  months  and  $1,500,000  within  24  months,  plus  $200,000 in
exploration work during any  option extension year.  Grupo  Catorce
will retain  a 4% NSR royalty in all of the project property, which
the Company can reduce to a 2% NSR royalty by paying  $1 million to
Grupo Catorce.  ConSil has the right to withdraw from the agreement
at any time after completion  of a minimum $200,000 of work  on the
property.    As of  November 1996,  the  Company had  completed the
initial  exploration program,  spending in  excess of  the required
$200,000.  On November  13, 1996, by letter agreement, ConSil has a
six-month extension on all provisions of the agreement, including a
six-month suspension  on all required expenditures  and payments to
Grupo Catorce.

     In November 1995, the Company completed the sale of the Silver
Summit mine property located in Shoshone County, Idaho, to Sunshine
Precious Metals, Inc. (Sunshine).  The sales agreement conveyed all
of the Company's  subsurface mineral  rights and the  mill site  in
exchange for  a  cash payment  of  $750,000 to  the  Company.   The
Company  also transferred all on-site reclamation and environmental
liabilities   to   Sunshine.      All  off-site   reclamation   and
environmental  liabilities, if  any, related  to the  Silver Summit
mine  property were retained by the Company.  In addition, Sunshine
shall pay the Company  a variable production royalty, based  on the
price of  silver, ranging  from 2.0%  to  4.0% of  the net  smelter
returns.  The assets sold had no net book value; therefore, the



                                -22-





<PAGE> 23

Company recognized  the $750,000 as  a gain on  sale of  the mining
property.

3.   Equipment
     ---------

     The major components of equipment are as follows:


                                           December 31,
                                         1996         1995
                                       --------     --------

     Furniture and fixtures            $ 29,094     $  5,434
     Vehicle                             15,750          - -
                                       --------     --------
                                         44,844        5,434

     Less accumulated depreciation
                                         (6,241)        (494)
                                       --------     --------

                                       $ 38,603     $  4,940
                                       ========     ========

     Equipment is  stated at  the lower  of cost  or estimated  net
realizable value.  Maintenance, repairs and renewals are charged to
operations.  Betterments of  a major nature are capitalized.   When
assets  are retired or sold,  the costs and  related allowances for
depreciation and amortization are  eliminated from the accounts and
any   resulting  gain   or   loss  is   reflected  in   operations.
Depreciation is based on  the estimated useful lives of  assets and
is computed using the straight-line method.

     The Company adopted  the provisions of Statement  of Financial
Accounting Standards,  No. 121,  "Accounting for the  Impairment of
Long-Lived  Assets and  for Long-Lived  Assets to  be  Disposed Of"
(SFAS No.  121) effective  January 1,  1995.  The  adoption of  the
provisions of SFAS No. 121 had no material effect on the results of
operations, financial condition, or cash flows of the Company.



















                                -23-





<PAGE>  24

4.   Income Taxes
     ------------

     The components of the Company's income tax provision (benefit)
for  the years  ended  December  31, 1996,  1995  and  1994 are  as
follows:
                            1996       1995        1994
                          ---------  ---------  ---------
     Current
            Federal       $(173,869) $ 164,112  $ (11,630)
            State           (26,241)    39,013     (2,316)
                          ---------  ---------  ---------

                           (200,110)   203,125    (13,946)
                          ---------  ---------  ---------

     Deferred:
            Federal          80,000    (80,000)       - -
            State            19,000    (19,000)       - -
                          ---------  ---------  ---------

                             99,000    (99,000)       - -
                          ---------  ---------  ---------

          Total           $(101,110) $ 104,125  $ (13,946)
                          =========  =========  =========


     The  income  tax  provision  (benefit)  for  the  years  ended
December 31, 1996,  1995 and  1994 differs from  the amounts  which
would be provided by applying the statutory federal income tax rate
to the loss  before income taxes.  The reasons  for the differences
are as follows:

<TABLE>
<CAPTION>
                             1996               1995               1994
                       ----------------   ----------------   ----------------
<S>                    <C>        <C>     <C>         <C>    <C>        <C>
Computed "statutory"   $(344,801) (34)%   $ (139,606) (34)%  $ (15,003) (34)%
   benefit
Effect of surtax
   exemption                 - -  - -            - -  - -        3,373    7
Effect of other
   expenses               (4,490) - -         77,792   19          - -  - -
Valuation allowance
   due to uncertainty
   of recovery of
   deferred tax assets   255,422   25        197,714   48          - -  - -
Effect of state
   income taxes           (7,241)  (1)       (31,775)  (8)      (2,316)  (5)
                       ---------  ---     ----------  ---    ---------  ---

                       $(101,110) (10)%   $  104,125   25%   $ (13,946) (32)%
                       =========  ===     ==========  ===    =========  ===
</TABLE>

                                -24-





<PAGE>  25

     At December 31, 1996  and 1995, the Company had  the following
deferred tax asset:
                                              1996         1995
                                           ---------    ---------
          Capitalized exploration costs    $ 453,136    $ 296,714
          Valuation allowance               (453,136)    (197,714)
                                           ---------    ---------
          Net deferred tax asset           $     - -    $  99,000
                                           =========    =========

     The change  in the valuation allowance during  the years ended
December 31, 1996 and 1995 is as follows:

                                              1996         1995
                                            --------     --------
          Balance,
             beginning of year             $ 197,714    $     - -
          Increase due to
             nonutilization of
             net operating loss
             carryforwards                   255,422      197,714
                                           ---------    ---------
          Balance, end of year             $ 453,136    $ 197,714
                                           =========    =========

     The  Company has  recorded  the above  valuation allowance  to
reflect  the estimated amount of  the deferred tax  asset which may
not  be  realized  principally  due to  limitation  of  the refunds
available during the carryback period and the uncertainty regarding
the  generation  of  future  taxable income  to  utilize  reversing
deductible  items.    The   realization  of  the  Company's  future
deductible items that  are not  recoverable through  the refund  of
prior  income taxes  is  dependent upon  the  Company's ability  to
generate future taxable income.  If it becomes more likely than not
that the Company will generate future taxable income, the valuation
allowance could be adjusted in the near term.

5.   Note Payable
     ------------

     On  June  28,  1996, ConSil  and  Hecla  entered  into a  loan
agreement whereby Hecla agreed  to make available to ConSil  a loan
not to  exceed $500,000.   Under the  terms of the  loan agreement,
ConSil agreed to  pay interest  on the outstanding  balance at  the
prime  interest rate plus one and one-half percent, which was 9.75%
at December 31, 1996.   The loan was payable upon demand  by Hecla,
and was due  in its entirety  on or before December  31, 1996.   In
order to collateralize the loan, ConSil has caused its wholly owned
subsidiary  Minera ConSil,  S.A. de  C.V. to  grant Hecla's  wholly
owned  subsidiary, Minera Hecla, S.A. de C.V., its rights under the
Sombrerete  Agreement.   The  loan  agreement  also places  certain
restrictions  on the  Company,  including restrictions  on  assets,
indebtedness,  increases  in  compensation, loans  or  advances  to
shareholders, directors, or employees, capital stock, and hiring of
new  employees.  These restrictions  can be altered  with the prior
consent  of Hecla.    At December  31,  1996,  the Company  was  in
compliance with these restrictions.  On February 19, 1997, the
                                -25-





<PAGE>  26

Company  and Hecla entered into an amendment to the loan agreement.
Under the terms of the amended loan agreement, the amount available
under the loan  was increased to $700,000, and the  due date of the
loan  was extended to  April 30, 1997.   All other  terms under the
amended loan agreement are substantially identical  to the terms in
the  original  loan agreement.   At  December  31, 1996,  there was
$500,000  outstanding  under the  loan  agreement  with Hecla,  and
accrued  interest due to Hecla  totaling $17,901.  Interest expense
related to  this note  for the  year ended  December  31, 1996  was
$17,901.

6.   Common and Preferred Stock
     --------------------------

     In  September 1995,  the  Company issued  1,250,000 shares  of
common  stock to Hecla in  exchange for 12,500  shares of preferred
stock held by  Hecla which represented the total outstanding shares
of  preferred stock.  The preferred shares previously held by Hecla
were  subsequently  cancelled.     The  rights  of  the  authorized
preferred  stock will be determined  by the Board  of Directors, if
and when any preferred stock is issued.

7.   Related Party Transactions
     --------------------------

     In addition  to related party transactions  described in Notes
2, 5  and 6,  during the  years ended December  31, 1996,  1995 and
1994, general and administrative  expenses of $24,773, $88,172, and
$26,885, respectively, were charged to the Company by Hecla.  Also,
during  the year ended December  31, 1996, the  Company purchased a
vehicle from Hecla for $15,750.

     As  of January  1,  1997, Hecla  and  the Company's  President
entered into  a  Stock  Option  Agreement  which  revised  a  prior
agreement  dated  November  14,  1995, whereby  Hecla  granted  the
President the  following options  to purchase the  Company's common
stock which is currently owned by Hecla:

                  Option
                  Price              Shares
               -----------         ---------
                     $0.10           200,000
                      0.50           225,000(1)
                      1.00           225,000(2)
               -----------         ---------
               $0.10-$1.00           650,000
                                   =========

          (1)  Contingent upon obtaining financing, as defined.
          (2)  Contingent upon the closing of certain transactions.

     The  non-contingent  options  are   fully  vested  and  expire
December 31, 1998.

     In  conjunction with  the November  1995 agreement,  Hecla had
also granted options to the Company's former President.  Due to the


                                -26-





<PAGE>  27

former  President's  resignation  in  1996,  these options  expired
unexercised.

     The  estimated fair value of the Company's common stock at the
date  of  grant of  the non-contingent  options exceeded  the $0.10
option  price.   Accordingly,  during the  year ended  December 31,
1995, the Company  recorded $228,800 of compensation expense  and a
related capital contribution from  Hecla relating to these options.
Additional compensation  expense may be recorded  on the contingent
option  grants upon the removal  of the contingency  and based upon
the fair value of the Company's common stock at that time.

8.   Fair Value of Financial Instruments
     -----------------------------------

     The  following   estimated  fair   value  amounts   have  been
determined  using  available  market  information  and  appropriate
valuation  methodologies.     However,  considerable   judgment  is
required to interpret market  data and to develop the  estimates of
fair value.   Accordingly, the estimates  presented herein are  not
necessarily indicative  of the amounts the Company could realize in
a current market exchange.

     The  estimated fair  values  of financial  instruments are  as
follows:

<TABLE>
<CAPTION>
                                                  December 31,
                                         1996                      1995
                                ----------------------   -----------------------
                                Carrying       Fair       Carrying        Fair
                                 Amounts       Value       Amounts       Value

                                ---------   ---------    ----------   ---------
<S>                             <C>          <C>          <C>          <C>
Financial assets:
  Cash and cash equivalents     $ 120,216    $ 120,216    $ 588,787    $ 588,787
  Accounts and other
     receivables                   70,631       70,631        1,410        1,410
  Income tax refund
     receivable                   210,816      210,816       46,344       46,344
Financial liabilities:
  Current liabilities             423,647      423,647      282,667      282,667
  Note payable                    500,000      500,000          - -          - -

</TABLE>

      Due to  the nature of cash and  cash equivalents, receivables,
and current liabilities, the fair value approximates their carrying
amounts.    The fair  value of  the  note payable  approximates its
carrying  value  due  to  the  term   and  variable  interest  rate
associated with the note.






                                -27-





<PAGE>  28

9.   Geographic Segments
     -------------------
<TABLE>
<CAPTION>
                                              1996                    1995
                                          ------------            -----------
<S>                                       <C>                     <C>
Net income (loss)
   United States                          $  (362,585)            $   270,719
   Mexico                                    (442,976)               (784,956)
   Canada                                    (107,450)                   (494)
                                          -----------             -----------
                                          $  (913,011)            $  (514,731)
                                          ===========             ===========
Depreciation
   United States                          $     1,200             $       - -
   Canada                                       4,547                     494

                                          -----------             -----------
                                          $     5,747             $       494
                                          ===========             ===========
Identifiable assets(1)
 Equipment:
   United States                          $    18,710             $       - -
   Mexico                                         - -                     - -
   Canada                                      19,893                   4,940
                                          -----------             -----------
                                          $    38,603             $     4,940
                                          ===========             ===========
 General corporate assets
   United States                          $   327,838             $   743,498
   Mexico                                      66,446                     - -
   Canada                                      40,083                     - -
                                          -----------             -----------
                                          $   434,367             $   743,498
                                          ===========             ===========
</TABLE>

      (1)   Identifiable  assets of  each country  are those  that are  directly
            identified with those  operations.  General corporate assets consist
            primarily  of  cash and  cash  equivalents,  receivables  and income
            taxes.

     As of and for the  year ended December 31, 1994 there  were no
operations or assets outside of the United States.

10.  Lease Commitment
     ----------------

     In  1996, the Company entered into leases for office space and
equipment.  All  leases are  operating leases  with maturity  dates
between May 1999,  and January 2000.   In January 1997,  all leases
were  assumed by  an  assignee  and  the  Company  has  no  further
obligations  under the lease agreements.   During 1996, the Company
incurred rent expense of $22,751.



                                -28-





<PAGE>  29

11.  Reconciliation of U.S. Generally Accepted Accounting
     ----------------------------------------------------
     Principles (GAAP) to Canadian GAAP
     ----------------------------------

     The Company prepares its consolidated  financial statements in
accordance   with  generally  accepted   accounting  principles  as
practiced  in the United States.  The differences between U.S. GAAP
and Canadian GAAP and effects  on stockholders' equity (deficit) at
December  31, 1996 and  1995 and the  net loss for  the years ended
December 31, 1996, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                           1996          1995
                                        -----------   -----------
<S>                                     <C>           <C>           <C>
Total stockholders' equity (deficit)
    at December 31, per U.S. generally
    accepted accounting principles      $  (450,677)  $   465,171

Adjustments to conform with Canadian
    generally accepted accounting
    principles:
       Deferred income tax assets               - -       (99,000)
                                        -----------   -----------

Total stockholders' equity (deficit)
    at December 31, per Canadian
    generally accepted accounting
    principles                          $  (450,677)  $   366,171
                                        ===========   ===========



                                            1996          1995          1994
                                        -----------   -----------    ---------
Net loss for the year ended
    December 31, per U.S. generally
    accepted accounting principles      $  (913,011)  $  (514,731)   $ (30,179)

Adjustments to conform with Canadian
    generally accepted accounting
    principles:
       Deferred income tax (provision)
       benefit                              (99,000)       99,000          - -
                                         ----------    ----------    ---------

Net loss for the year ended
    December 31, per Canadian
    generally accepted accounting
    principles                          $(1,012,011)  $  (415,731)   $ (30,179)
                                        ===========   ===========    =========
</TABLE>



                                -29-





<PAGE>  30

                              PART III
                              --------

Item 10.  Directors and Executive Officers of the Registrant
          --------------------------------------------------

     The information  required by this item  is incorporated herein
by reference to Item 12 of this report.

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

     Reference  is made  to  the information  set  forth under  the
caption "Remuneration and Other  Compensation of Management" in the
Information  Statement  filed  pursuant  to  Regulation 14C,  which
information is incorporated herein by reference.

     The  Company's  policy  during  1996  was  to  compensate  the
Company's  Board of Directors with an annual retainer of $750 and a
meeting fee of $200 per meeting  attended in person.  No  directors
were compensated pursuant to this policy during 1996.

     Charges  of  $24,773, $88,172  and  $26,885 were  made  to the
Company  by  Hecla  in  1996,  1995  and  1994,  respectively,  for
accounting and other administrative  services rendered by employees
of Hecla.

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

     (a)  Security ownership  of certain  beneficial  owners as  of
March 1, 1997:

<TABLE>
<CAPTION>
     Title               Name and                 Amount and       Percent
      of                Address of                Nature of          of
     Class            Beneficial Owner       Beneficial Ownership   Class
---------------   ------------------------   --------------------  -------
<S>                 <C>                         <C>                  <C>
Common stock        Hecla Mining Company
                    Coeur d'Alene, Idaho        7,418,300 shares     78.503
</TABLE>

     In 1996,  the Company  purchased 5,926 shares  from dissenting
stockholders which  increased the balance of treasury shares from 6
shares  to 5,932  shares  and thereby  reduced overall  outstanding
shares and increased Hecla's  percentage ownership of the Company's
outstanding common stock from 78.453% to 78.503%.






                                -30-


<PAGE>  31

     (b)  Security ownership of management as of March 1, 1997:

<TABLE>
<CAPTION>
                                                                 Common Shares
                                                 Year First    Owned Beneficially,
                                                 Elected As  Directly or Indirectly,    Percent
             Name                        Age     A Director    as of March 1, 1997    of Class (4)
             ----                        ---     ----------  -----------------------  ------------
<S>                                      <C>       <C>              <C>                 <C>
Ralph R. Noyes (1)                       49        1991             380,000             3.81%
    Chairman  of the  Company since
    1995   and    President   since
    December 1,  1996.   Mr.  Noyes
    previously served as  President
    from 1991 to 1994.  He was Vice
    President  of Metal  Mining and
    Exploration  for  Hecla  Mining
    Company from 1988 to 1995.

Michael B. White (2)                     46        1989              61,000              *
    Vice  President since  1992 and
    Secretary  from  1982 to  1995.
    Mr.  White  is Vice  President-
    General  Counsel and  Secretary
    of Hecla Mining Company.

Cheryl Maher (3)                         46        ----             100,000             1.00%
    Vice  President of  Finance and
    Controller  since  January   1,
    1997.  Ms.  Maher, a  certified
    public      accountant,     has
    practiced   public   accounting
    since 1993.  Prior to that, she
    was  employed as  the Financial
    Operations specialist for Hecla
    Mining Company.

Charles F. Asher (3)                     75        1992              60,000              *
    President  of Plainview  Mining
    Company.   He  has served  as a
    director   of   Merger    Mines
    Corporation   and   Verna   Mae
    Mining since 1987.

Robert Stuart Angus (3)                  47        1995              60,000              *
    Mr. Angus is a partner with the
    Canadian  law firm  of Stikeman
    Elliot  in  Vancouver,  British
    Columbia.    He  serves  on the
    boards   of   several    public
    Canadian    mineral    resource
    companies.

William J. Weymark (3)                   44        1995              60,000              *
    President of  Vancouver Wharves
    since  1996.  Prior to that, he
    was    Vice     President    of
    Operations of Vancouver Wharves
    from 1991 to  1996.  He  serves
    on the boards of several public
    Canadian resource companies.

All Officers and Directors as a Group       (6 Individuals)         721,000             7.24%
</TABLE>
                                      -31-





<PAGE>  32
     There are no family relationships between any of the executive
     officers and directors.

*    Less than one percent (1%) of the total issued and outstanding
     shares of Common Stock.

(1)  Includes 200,000 shares subject to  options exercisable within
     60 days granted  by Hecla Mining  Company (See Note  7 to  the
     Consolidated Financial Statements.) and 175,000 shares subject
     to options granted under the  Company's Stock Option Plan that
     are exercisable within 60 days.

(2)  Includes 60,000  shares subject  to options granted  under the
     Company's  Stock Option  Plan that  are exercisable  within 60
     days.    Additionally, Mr.  White is  the beneficial  owner of
     24,018 shares  of common stock  of Hecla  Mining Company,  the
     majority shareholder  of the Company, including  4,200 options
     exercisable  within  60 days.    The exercise  price  of these
     options is  currently greater than  the market price  of Hecla
     Mining Company's common stock.

(3)  Consists solely of shares subject to options granted under the
     Company's  Stock Option  Plan that  are exercisable  within 60
     days.

(4)  In  addition to the 9,449,757 shares of common stock currently
     outstanding, the  515,000 shares  subject  to options  granted
     under  the  Company's Stock  Option  Plan  were deemed  to  be
     outstanding  for the  purpose of  computing the  percentage of
     outstanding  securities  of the  common  stock  owned by  such
     persons.

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

     The  following executive  officers  and  directors  have  been
granted  options in  1997 pursuant  to the  Company's Stock  Option
Plans.
<TABLE>
<CAPTION>
                           No. of Shares      Exercise Price     Expiration
    Name of Optionee       Under Option      Per Share (U.S.$)      Date
    ----------------       ------------      -----------------      ----
  <S>                           <C>                  <C>        <C>
  Incentive Stock Options:
  Ralph Noyes                 175,000              $0.87      January 13, 2002
  Cheryl Maher                100,000               0.87      January 13, 2002
  Michael White                60,000               0.87      January 13, 2002

  Stock Options:
  R. Stuart Angus              60,000               0.87      January 13, 2002
  William Weymark              60,000               0.87      January 13, 2002
  Charles Asher                60,000               0.87      January 13, 2002

  </TABLE>
      Stuart Angus, a  director of the Company, is a  partner in the
Canadian  law  firm  of   Stikeman  Elliot  in  Vancouver,  British
Columbia.   The  Company has  retained Stikeman  Elliot in  1997 to
perform certain  legal services  in conjunction with  the Company's
proposed operations.
                                -32-





<PAGE>  33


     See Notes 2, 5, and 7 to the Consolidated Financial Statements
for description  of certain additional  business relations required
to be reported under this Item.





















































                                -33-





<PAGE>  34
                              PART IV
                              -------

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
          -------------------------------------------------------
          Form 8-K
          --------

     (a)  (1)  Index to Consolidated Financial Statements:

                                                           Page
                                                           ----
     Report of Independent Accountants                      14

     Consolidated Balance Sheets at December 31, 1996
       and 1995                                             15

     Consolidated Statements of Operations for the
       Years Ended December 31, 1996, 1995 and 1994         16

     Consolidated Statements of Cash Flows for the
       Years Ended December 31, 1996, 1995 and 1994         17

     Consolidated Statements of Changes in Stockholders'
       Equity (Deficit) for the Years Ended
       December 31, 1996, 1995 and 1994                     18

     Notes to Consolidated Financial Statements             19

     (b)  Reports on Form 8-K

          None.

     (c)  Exhibits

          The exhibit  numbers in the following  list correspond to
          the  numbers assigned  to such  Exhibits in  Item 601  of
          Regulation S-K.

          Number    Description of Exhibits
          ------    -----------------------

          3(i)      Articles of Incorporation of Registrant **

          3(ii)     Bylaws of Registrant **

          10.1(a)   Loan Agreement  dated June 14, 1996,  among the
                    Company and Hecla Mining Company **

          10.1(b)   Amendment to Loan Agreement dated  February 19,
                    1997,   among  the  Company  and  Hecla  Mining
                    Company (attached)

          22        Registrant's  Notice  of  Annual   Meeting  and
                    Information Statement dated  February 11,  1997
                    **

          27        Financial Data Schedule
                                -34-





<PAGE>  35



     **   These  exhibits  were  filed  in SEC  File  #0-4846-3  as
          indicated  below  and  are incorporated  herein  by  this
          reference thereto:

                    Corresponding Exhibit in Annual Report on
     Exhibit in     Form 10-K or Quarterly Report on Form 10-Q,
     this Report    or other filing, as indicated
     -----------    -------------------------------------------

          3(i)      (3.1)     (1995 10-K)

          3(ii)     (3.2)     (1995 10-K)

          10.1(a)   (A)       (Current  Report  on  Form 8-K  dated
                              July 15, 1996)

          22        Registrant's  Notice  of  Annual   Meeting  and
                    Information Statement dated February 11, 1997





































                                -35-





<PAGE>  36

                             SIGNATURES
                             ----------

     Pursuant to the  requirements of  Section 13 or  15(d) of  the
Securities Exchange Act  of 1934,  the Registrant  has duly  caused
this annual report to be  signed on its behalf by the  undersigned,
thereunto duly authorized, on March 28, 1997.

                              CONSIL CORP.



                              By  /s/ Ralph R. Noyes
                                 ----------------------------------
                                   Ralph R. Noyes, President,
                                   Chairman of the Board,
                                     and Director


     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the  Registrant and in  the capacities  and on the  dates
indicated.



/s/Ralph R. Noyes      3/28/97     /s/Cheryl Maher          3/28/97
------------------------------     --------------------------------
Ralph R. Noyes            Date     Cheryl Maher                Date
President, Chairman of the         Vice President - Finance and
Board and Director                 Controller (principal accounting
(principal executive officer)      and financial officer)




/s/Robert Stuart Angus 3/28/97     /s/Charles F. Asher      3/28/97
------------------------------     --------------------------------
Robert Stuart Angus       Date     Charles F. Asher            Date
Director                           Director



/s/William J. Weymark  3/28/97     /s/Michael B. White      3/28/97
------------------------------     --------------------------------
William J. Weymark        Date     Michael B. White            Date
Director                           Director










                                -36-





<PAGE>  37

                            CONSIL CORP.

                   Form 10-K - December 31, 1996

                         INDEX TO EXHIBITS




          Number    Description of Exhibits
          ------    -----------------------


          10.1(b)   Amendment  to Loan Agreement dated February 19,
                    1997,  among  the   Company  and  Hecla  Mining
                    Company


          27        Financial Data Schedule