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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, 1996

       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              (I.R.S. Employer Identification No.)
of 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 14, 1997, the registrant had outstanding 150,357,876 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 $172,911,557 (Canadian).
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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 April 24, 1997 are incorporated by
reference into Part III of this report and certain portions of the 1996 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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                            CAMPBELL RESOURCES INC.


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, 1996 and 1995

         Consolidated Statements of Income -
         Years Ended December 31, 1996, 1995 and 1994

         Consolidated Statements of Retained Earnings (Deficit) -
         Years Ended December 31, 1996, 1995 and 1994

         Consolidated Statements of Cash Flows -
         Years Ended December 31, 1996, 1995 and 1994

         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 1996. During
the first quarter of 1997, the Corporation filed a Current Report on Form 8-K
dated February 21, 1997.

    (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.



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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.

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.

3        Articles of Incorporation and By-Laws

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

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

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

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

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

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

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

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

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

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

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

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

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 


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         Trust Company of Canada regarding the 7 1/2% Convertible Subordinated
         Debentures (B)

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)

10       Management Contracts and Compensatory Plans and Arrangements

10.1     The Corporation's Employee Incentive Plan (C)

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

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

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

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

10.6     Directors' Stock Option Plan (D)


         Material Contracts

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

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)

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

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

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)



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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)

13.1     Certain Portions of the Annual Report to the Shareholders for the year
         ended December 31, 1996 contained on pages 15 to 32 inclusive.

20.1     Proxy Circular dated March 13, 1997 in connection with the 1997 Annual
         Meeting of Shareholders scheduled to be held on April 24, 1997.

21.1     Significant subsidiaries.

23.1     Consent of KPMG.

27.1     Amended Financial Data Schedule




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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