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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                FORM 10-K/A NO. 1

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended DECEMBER 31, 1997

       Amending Item 14 for the purpose of furnishing amended Exhibit 27.1

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

                           Commission File No. 1-8488

                             CAMPBELL RESOURCES INC.
             (Exact name of registrant as specified in its charter)

             Canada                                    Not Applicable           
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

120 Adelaide Street West, Suite 1910, Toronto, Ontario M5H 1T1    Not Applicable
           (Address of principal executive offices)                 (Zip code)

Registrant's telephone number, including area code                (416) 366-5201

         Securities registered pursuant to Section 12(b) of the Act:

    Title of each class                Name of each exchange on which registered
    Common Shares                      New York Stock Exchange
    Common Share Purchase Warrants     New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X    No
                                        ---      ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of 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]

At March 27, 1998, the registrant had outstanding 152,462,861 common shares,
without nominal or par value, the only class of registrant's stock outstanding.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates at such date was US$66,511,311 (based on the closing price of
such common share of US$0.4375 on such date as reported on the New York Stock
Exchange, Inc. composite listings.)
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                       DOCUMENTS INCORPORATED BY REFERENCE


Certain portions of registrant's Proxy Circular relating to an Annual Meeting of
Shareholders scheduled to be held on May 19, 1998 are incorporated by reference
into Part III of this report and certain portions of the 1997 Annual Report to
Shareholders are incorporated herein by reference into Parts I, II and IV of
this report. These portions of such Proxy Circular and annual Report are filed
as exhibits to this Form 10-K.





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                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    (a)  Documents filed as part of this Report:

1.       FINANCIAL STATEMENTS

         Auditors' Report

         Consolidated Balance Sheets as at December 31, 1997 and 1996

         Consolidated Statements of Income -
         Years Ended December 31, 1997, 1996 and 1995

         Consolidated Statements of Retained Earnings (Deficit) -
         Years Ended December 31, 1997, 1996 and 1995

         Consolidated Statements of Cash Flows -
         Years Ended December 31, 1997, 1996 and 1995

         Notes to the Consolidated Financial Statements

2.       FINANCIAL STATEMENT SCHEDULES

         None

    (b)           Reports on Form 8-K

There were no reports on Form 8-K filed in the fourth quarter of 1997. During
the first quarter of 1998, the Corporation filed a Current Report on Form 8-K
dated March 3, 1998.

    (c)           Exhibits

References to A refer to documentation previously filed as an exhibit to
Campbell's Annual Report on Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference.

References to B refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference.

References to C refer to documents previously filed as an exhibit to Campbell's
registration statement on Form S-8 (Registration No. 33-28296) and incorporated
herein by reference.

References to D refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated
herein by reference.


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References to E refer to documents previously filed as an exhibit to Campbell's
Current Report on Form 8-K dated February 28, 1996 and incorporated herein by
reference.

References to F refer to documents previously filed as an exhibit to Campbell's
Current Report on Form 8-K dated March 28, 1996 and incorporated herein by
reference.

References to G refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1995 dated April 12,
1996 and incorporated herein by reference.

References to H refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1996 dated March 26,
1997 and incorporated herein by reference.

References in parentheses are references to the Exhibit No. of the filing
indicated.

3        Articles of Incorporation and By-Laws

3.1      Articles of Continuance dated September 7, 1982 (A) (Exhibit 3.1)

3.2      Articles of Amendment dated November 1, 1982 (A) (Exhibit 3.2)

3.3      Articles of Amendment dated April 15, 1983 (A) (Exhibit 3.3)

3.4      Articles of Amendment dated June 8, 1983 (A) (Exhibit 3.4)

3.5      Articles of Amendment dated September 13, 1983 (A) (Exhibit 3.5)

3.6      Articles of Amendment dated January 31, 1984 (A) (Exhibit 3.6)

3.7      Articles of Amendment dated November 8, 1984 (A) (Exhibit 3.7)

3.8      Articles of Amendment constituted by special resolution of shareholders
         dated November 7, 1984 (A) (Exhibit 3.8)

3.9      Articles of Amendment dated September 11, 1985 (A) (Exhibit 3.9)

3.10     Articles of Amendment dated December 2, 1987 (A) (Exhibit 3.10)

3.11     By-Law No. 1 as amended and as in effect on the date hereof (A)
         (Exhibit 3.12)

3.12     Amendment of By-Law No. 1 (A) (Exhibit 3.11)

4        Instruments Defining the Rights of Security Holders Including
         Indentures

4.1      Trust Indenture made as of July 21, 1994 between the Corporation and
         Montreal Trust Company of Canada regarding the 7 1/2% Convertible
         Subordinated Debentures (B) (Exhibit 4.1)

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4.2      Warrant Indenture made as of February 21, 1996 between the Corporation
         and Montreal Trust Company of Canada, as Warrant Trustee, regarding the
         Common Share Purchase Warrants (E) (Exhibit 4.2)

10       Management Contracts and Compensatory Plans and Arrangements

10.1     The Corporation's Employee Incentive Plan (C) (Exhibit 4(i))

10.2     Amended Employment agreement dated December 1, 1994 between the
         Corporation and John O. Kachmar (B) (Exhibit 10.2)

10.3     Amended Employment agreement dated December 1, 1994 between the
         Corporation and Lorna D. MacGillivray (B) (Exhibit 10.3)

10.4     Amended Employment agreement dated December 10, 1996 between the
         Corporation and Paul J. Ireland (H) (Exhibit 10.4)

10.5     Letter agreement between the Corporation and Gary A. Cohoon with
         respect to his resignation as an officer of the Corporation (7 pages)

10.6     Consulting agreement dated November 12, 1993 between the Corporation
         and Francis S. O'Kelly (D) (Exhibit 10.7)

10.7     Directors' Stock Option Plan (D) (Exhibit 10.8)

         Material Contracts

10.7     Royalty Agreement with Repadre Capital Corporation made as of April 23,
         1993. (D) (Exhibit 10.14)

10.8     Stock Purchase Agreement dated July 6, 1994 between the Corporation,
         Sotula Gold Corp., Sonoran Mining Corporation and Compania Minera
         Zapata S. de R.L. de C.V. relating to the purchase of Santa Gertrudis
         (B) (Exhibit 10.11)

10.9     Bullion Dealing Master Agreement and Security Agreement between the
         Corporation and Citibank dated February 24, 1995 regarding forward gold
         sales (B) (Exhibit 10.12)

10.10    Asset Purchase Agreement dated January 27, 1995 between Campbell Gold
         Exploration Inc. and Lac Minerals (USA), Inc. regarding the Wildcat
         Property. (B) (Exhibit 10.13)

10.11    Underwriting Agreement, dated February 8, 1996, between the Corporation
         and First Marathon Securities Limited, Nesbitt Burns Inc. and CIBC Wood
         Gundy Securities Inc. regarding the public offering of common shares
         and common share purchase warrants. (E) (Exhibit 1.1)

10.12    Purchase and Sale Agreement dated March 4, 1996 between Cyprus
         Exploration and Development Corporation, Campbell Resources Inc. and
         Compania de Exploracion Mineral, S.A. (F) (Exhibit 1.1)

13.1     Certain Portions of the Annual Report to the Shareholders for the year
         ended December 31, 1997 contained on pages 15 to 32 inclusive. [Note:
         Such Annual

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         Report, except for those portions thereof which are expressly
         incorporated by reference in this Report on Form 10-K, is furnished for
         the information of the Securities and Exchange Commission and is not
         deemed "filed" as part of the filing of this Report on Form 10-K.]

20.1     Proxy Circular dated March 20, 1998 in connection with the 1998 Annual
         Meeting of Shareholders scheduled to be held on May 19, 1998.

21.1     Significant subsidiaries.

23.1     Consent of KPMG.

27.1     Amended Financial  Data Schedule


   (d)   Financial Statements schedules required by Regulation S-X which are
         excluded from the Corporation's Annual Report to Shareholders for the
         year ended December 31, 1997.

         Not applicable



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                                   SIGNATURES

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

                                        CAMPBELL RESOURCES INC.


Dated: October 21, 1998                 By:/s/JOHN O. KACHMAR
                                        ---------------------
                                        John O. Kachmar
                                        President and Chief Executive Officer


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                             CAMPBELL RESOURCES INC.


                                  EXHIBIT INDEX


27.1     Amended Financial Data Schedule