UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
20-F/A




Amendment
No. 2





(Mark
One)







o
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934ORþ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended
            December 31,
      2008ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from
            
            too
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934Date
      of event requiring shell company reportCommission
      file number
            0-26424SILVER
      STANDARD RESOURCES INC.(Exact
      name of Registrant as specified in its charter)(Translation
      of Registrant’s name into English)British
      Columbia, Canada(Jurisdiction
      of incorporation or organization)Suite
      1400 – 999 West Hastings Street, Vancouver, British Columbia V6C
      2W2(Address
      of principal executive offices)





Securities
registered or to be registered pursuant to Section 12(b) of the
Act.





Title
      of each class
            
            Name
      of each exchange on which registeredCommon
      Shares without par value
            
            Nasdaq
      Global Market





Securities
registered or to be registered pursuant to Section 12(g) of the
Act.





None(Title
      of Class)





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.





None(Title
      of Class)

















Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the
annual report.


62,755,547





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


þ   Yes    o    No





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.


o   Yes    þ    No





Note –
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from
their obligations under those Sections.





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.  þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):





Large
      accelerated filer
            þ
            Accelerated
      filer
            o
            Non-accelerated
      filer
            o





Indicate
by check mark which financial statement item the Registrant has elected to
follow.


o    
Item 17    þ    Item
18





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).


o    
Yes    þ    No


(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)





Indicate
by check mark whether the Registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court.


o    
Yes    o    No








ii





EXPLANATORY
NOTE




The
purpose of filing this Amendment No. 2 to the Annual Report on Form 20-F of
Silver Standard Resources Inc. is to provide a discussion on the results of
operations and changes in financial condition for the year ended December 31,
2006.  We have amended Part I, Item 5 (Operating and Financial Review
and Prospects) to include a discussion of operating results and changes in
financial condition for the year ended December 31, 2006.  Except as
described above, no other changes have been made to the Annual Report on Form
20-F for the fiscal year ended December 31, 2008, as amended by Amendment No. 1
to the Annual Report on Form 20-F filed August 10, 2009.  Other than
as expressly set forth above, this Amendment No. 2 does not, and does not
purport to, update or restate the information in any Item of the Form 20-F or
reflect any events that have occurred after the Form 20-F was
filed.

























PART I












Item 5Operating and Financial Review and
Prospects




Operating
      Results





We are a
development stage company that since 1994 has assembled a portfolio of
silver-dominant projects which are located in seven countries in the Americas
and Australia.  We are now focused on advancing our five principal
projects, the Pirquitas Project, the San Luis Project, the Pitarrilla Project,
the Diablillos Project and the Snowfield Project, to commercial
production.  Currently we are completing the construction of our
Pirquitas Project located in the province of Jujuy in northwest
Argentina.  In aggregate, we own what we believe to be the largest
in-ground silver resource of any publicly-traded primary silver
company.  Certain of our projects also contain significant gold
resources. We may opportunistically monetize certain of our other
assets.  Our common stock is quoted on the Nasdaq Global Market under
the trading symbol SSRI and listed on the Toronto Stock Exchange under the
symbol SSO.




This
management discussion and analysis (MD&A) of the financial position and
operating results of the company for the years ended December 31, 2008, 2007 and
2006 is prepared as of March 10, 2009 and should be read in conjunction with the
audited consolidated financial statements and the related notes thereto, which
have been prepared in accordance with Canadian generally accepted accounting
principles. All dollar amounts referred to in this discussion and analysis are
expressed in US dollars except where indicated otherwise.  Additional
information relating to us, including our annual information form, is available
free of charge on our website at www.silverstandard.com,
on the Canadian Securities Administrators’ (CSA) website at www.sedar.com, and on
the EDGAR section of the SEC’s website at www.sec.gov.




Effective
January 1, 2009, we changed our measurement and reporting currency from the
Canadian dollar to the US dollar as a result of a change in the nature of our
operations. Due to the development of the Pirquitas project as well as our other
principal projects in countries other than Canada, a significant portion of
costs are incurred in US dollars. Our recent debt and equity financings were
completed in US dollars, and we now hold a majority of our cash and cash
equivalents in US dollars. With commercial production anticipated to commence at
our Pirquitas project in 2009, our revenue stream will also be denominated in US
dollars. Prior to January 1, 2009, we reported our annual and quarterly
consolidated financial statements in Canadian dollars. These financial
statements and corresponding notes for periods prior to January 1, 2009 have
been restated to the US dollar for comparison to 2009 financial
results.




The
MD&A contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation
Reform Actof 1995 and Canadian securities laws concerning the
anticipated developments in our operations in future periods, our planned
exploration activities, the adequacy of our financial resources and other events
or conditions that may occur in the future. These statements relate to analyses
and other information that are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions of management (see “Note
Regarding Forward-Looking Statements”).




Pirquitas
Project Construction Update




During
the year, we incurred approximately $129.2 million of capital and $17.8 million
for preoperating costs as we hired personnel to begin establishing
infrastructure for operations and $7.3 million of exploration expenditures on
the Pirquitas property in Argentina. Pirquitas is on track with process
commissioning underway and commencement of ore delivery to the silver circuit in
the first quarter of 2009.











2







Initial
production will focus on the processing of over 400,000 tonnes of run-of-mine
grade jig tails from the historic operations and then transition to material
from the open pit. To date, in excess of five million tonnes of material has
been moved from the Pirquitas open pit and stockpiling of ore has
commenced.




At
current metal prices, the silver and tin concentrates account for over 95% of
the anticipated revenue from the mine.  As a result, the silver
circuit will be optimized first, followed by the tin circuit.  A
decision to complete the zinc circuit is dependent on the results of
metallurgical testwork to be received on increasing silver
recoveries.  Process equipment purchased for the zinc circuit may be
better served increasing the silver recovery.




With
production ramping up through Q2, Pirquitas is expected to produce in excess of
six million ounces of silver in 2009 and achieve full production in 2010 in
excess of 10 million ounces of silver.




The
Pirquitas Project is located in the province of Jujuy in northwest
Argentina.  In May 2008, we reported that proven and probable silver
reserves at Pirquitas have increased by 43% to 195 million
ounces.  Based on the increased reserves, Pirquitas mine life has been
extended to 14.5 years.  The mine is expected to produce an average of
approximately 10 million ounces of silver per year.




In
February 2009, we updated the capital cost estimate for the project to $230
million plus IVA (Argentinean value added tax) from the previous capital cost
estimate of $220 million plus IVA as inflation in wages and local inputs
continues to place pressure on costs.  In developing this cost
estimate in November 2007, we estimated inflation for wages and other inputs
within Argentina significantly higher than the official rate.  With
inflation exceeding company estimates, the estimated cost to complete the
construction of Pirquitas has increased to $230 million or 5% over the 2007
estimate.   With eight months of mining experience and in-country
administration, the company estimates that mining, milling and administration
costs will now average $26/tonne over the life of the mine.




As of
December 31, 2008, the Company had expended $194 million of the total
estimated construction costs of $230 million.




Financial
Summary for 2008




·
            We
      recorded a loss for the year of $5.9 million or $0.09 per
      share.  Significant items incurred during the year
      include:




o
            $17.9
      million write-down on asset-backed commercial
  paper;




o
            $9.6
      million non-cash stock based
compensation;




o
            $4.9
      million mark to market write-down of marketable
  securities;




o
            $4.8
      million general and administration
expense;




o
            $3.4
      million future income tax expense;




o
            $3.8
      million financing fees associated with the convertible debt
      financing;




o
            $2.7
      million interest expense on convertible
debt;




o
            $1.2
      million current income tax expense;





offset by:




o
            $23.7
      million gain on sale of silver
bullion;




o
            $18.1
      million after-tax gain on sale of the Shafter Silver Project.


3


·
            We
      incurred $7.3 million (2007 - $5.8 million, 2006 - $4.4 million) for
      exploration, $17.8 million (2007 - $nil, 2006 - $nil) for pre-operating
      costs, and $129.2 million (2007 - $50.4 million, 2006 - $1.6 million) for
      construction and mining equipment at the Pirquitas property during the
      year.




·
            We
      incurred total expenditures of $36.2 million (2007 - $33.7 million, 2006 -
      $30.3 million) to advance our other key properties during the
      year.  Significant expenditures include $17.3 million (2007 -
      $16.4 million, 2006 - $18.6 million) for exploration at the Pitarrilla
      Project in Mexico, $6.5 million (2007 - $7.6 million, 2006 - $1.2 million)
      for exploration at the San Luis Project in Peru, $5.7 million (2007 - $4.4
      million, 2006 - $0.4 million) for exploration at the Diablillos Project in
      Argentina, and $4.6 million (2007 - $2.4 million, 2006 - $1.7 million) for
      exploration at the Snowfield Project in
Canada.




·
            We
      successfully completed a $138 million convertible debt financing for net
      proceeds of $132.8 million after fees and
  commissions.




·
            We
      sold our silver bullion at an average price of $20.30 per ounce for
      proceeds of $39.6 million.




·
            We
      closed the sale of the Shafter Silver Project in Presidio County, Texas,
      to Aurcana Corporation for total consideration of $38.1
      million.  The transaction resulted in a pre-tax gain of
      $31.5 million (after-tax gain of
  $18.1 million).




Current
Market Conditions




The
global financial markets have experienced significant events which have impacted
the global economy with reduced credit availability; higher cost of funding;
high volatility in commodity prices and foreign exchange markets; and a slowdown
in general economic activity.  These events could have a significant
impact on our business such as:




·
            The
      credit crisis may impact the availability and cost of financing our
      projects.




·
            The
      volatility in silver and other metal prices impacts our future revenues,
      earnings and cash flow.




·
            The
      volatility of stock markets impacts the value of our share
      investments.




We will
continue to adopt strategies to mitigate these challenges.  In
February 2009, we successfully completed a public offering of 5.45 million
common shares for net proceeds of $87 million after estimated fees and
commissions.




Critical
Accounting Estimates




The
preparation of our consolidated financial statements requires management to use
estimates and assumptions that affect the reported amounts of assets and
liabilities, as well as revenues and expenses.  Our accounting
policies are described in note 2 of our 2008 audited annual financial
statements.




Mineral
Property Costs




We
regularly review the net carrying value of each mineral property for conditions
that suggest impairment.  This review requires significant judgment
where we do not have any proven and probable reserves that would enable us to
estimate future cash flows to be compared to the carrying
values.  Factors considered in the assessment
of asset impairment include, but are not limited to, whether there has been a
significant decrease in the market price of the property; whether there has been
a significant adverse change in the legal, regulatory, accessibility, title,
environmental or political factors that could affect the property’s value;
whether there has been an accumulation of costs significantly in excess of the
amounts originally expected for the property’s acquisition, development or cost
of holding; whether exploration activities produced results that are not
promising such that no more work is being planned in the foreseeable future and
whether the Company has significant funds to be able to maintain its interest in
the mineral property.








4


Where we
do have proven and probable reserves, as is now the case at our Pirquitas
Project, the expected undiscounted future cash flows from an asset are compared
to its carrying value.  These future cash flows are developed from
models using assumptions that reflect the long-term operating plans for an asset
given our best estimate of the most probable set of economic
conditions.  Commodity prices used reflect market conditions at the
time the models are developed.  These models are updated from time to
time, and lower prices are used should market conditions
deteriorate.  Inherent in these assumptions are significant risks and
uncertainties.




Stock-based
compensation




We
provide compensation benefits to our employees, directors, officers and
consultants through a stock option plan.  The fair value of each
option award is estimated on the date of the grant using the Black-Scholes
option pricing model.  Expected volatility is based on historical
volatility of our share price.  We utilize historical data to estimate
option exercises and termination behaviour with the valuation
model.  The risk-free rate for the expected term of the option is
based on the Government of Canada yield curve in effect at the time of the
grant.  Actual results may differ materially from those estimates
based on these assumptions.




Asset
Retirement Obligations




The
amounts recorded for asset retirement costs are based on estimates included in
closure and remediation plans.  These estimates are based on
engineering studies of the work that is required by environmental laws or public
statements by management which results in an obligation.  These
estimates include an assumption on the rate at which costs may inflate in future
periods.  Actual costs and the timing of expenditures could differ
from these estimates.




Income
and Resource Taxes




The
determination of our future tax liabilities and assets involves significant
management estimation and judgment involving a number of
assumptions.  In determining these amounts we interpret tax
legislation in a variety of jurisdictions and make estimates of the expected
timing of the reversal of future tax assets and liabilities.  We also
make estimates of the future earnings which affect the extent to which potential
future tax benefits may be used.  We are subject to assessment by
various taxation authorities, which may interpret tax legislation in a manner
different from our view.  These differences may affect the final
amount or the timing of the payment of taxes.  When such differences
arise we make provision for such items based on our best estimate of the final
outcome of these matters.




Other
Investments




We hold
C$57,102,000 ($21,803,000 net of fair value adjustment) in ABCP investments as
at December 31, 2008.  See “Other Investments” discussion
under “Investing Activities”.




As at
December 31, 2008, no market quoted value was available to determine the fair
value of our ABCP investments.  As such, we estimated the fair values
of our ABCP investments based on information outlined in the Restructuring Plan
and the limited market data available.









5


Since the
fair values are based on our assessment of market conditions at December 31,
2008, the uncertainty regarding the outcome of the restructuring plan, and the
related amount and timing of cash flows the fair value reported may change
materially in subsequent periods.




Convertible
Debenture Receivable




We follow
accounting guidelines in determining the value of the liability and equity
components of the convertible debenture receivable, as disclosed in Note 5(c) to
the annual Consolidated Financial Statements.  The carrying value of
the note receivable component was determined by discounting the stream of future
payments of interest and principal over a 3 year expected life at the prevailing
market rate for a similar debenture without the conversion
feature.  The note receivable component is accreted over its expected
life using the effective interest method.  The carrying value of the
conversion feature was measured using the Black-Scholes valuation
model.  The conversion feature component is re-valued at each period
end with net change recorded to the net earnings.




Convertible
Debt




We follow
accounting guidelines in determining the value of the liability and equity
components of the convertible notes, as disclosed in Note 9 to the Financial
Statements.  The carrying value of the liability component was
determined by discounting the stream of future payments of interest and
principal over a 5 year expected life at the prevailing market rate for a
similar liability without the conversion feature.  The carrying value
of the equity component was measured as the face value of the notes less the
portion relating to the debt component.  We estimated the expected
life of the debt based on early repayment rights exercisable by both parties in
the fifth year of the agreement.




Management’s
Annual Report on Internal Control Over Financial Reporting




The
following report is provided by management in respect of internal control over
financial reporting (as defined in the rules of the CSA and the
SEC):




(1)
            Management
      is responsible for establishing and maintaining adequate internal control
      over financial reporting.  All internal control systems, no
      matter how well designed, have inherent limitations and may not prevent or
      detect misstatements.  Therefore, even those systems determined
      to be effective can provide only reasonable assurance with respect to
      financial statement preparation and presentation.  Also,
      projections of any evaluation of effectiveness to future periods are
      subject to the risk that controls may become inadequate because of changes
      in conditions, or that the degree of compliance with the policies or
      procedures may deteriorate.




(2)
            Our
      management has used the Committee of Sponsoring Organizations of the
      Treadway Commission (COSO) framework to evaluate the effectiveness of our
      internal control over financial
reporting.




(3)
            As
      at December 31, 2008, management assessed the effectiveness of our
      internal control over financial reporting and concluded that such internal
      control over financial reporting is effective and that there are no
      material weaknesses in our internal control over financial
      reporting.




Changes
in Internal Control Over Financial Reporting




There
have been no changes in our internal control over financial reporting during the
year ended December 31, 2008, that have materially affected, or are reasonably
likely to affect our internal control over financial
reporting.









6


Changes
in Accounting Policies




Financial
Instruments - Disclosures




Effective
January 1, 2008, we adopted CICA Handbook Section 3862, “Financial Instruments –
Disclosures” and CICA Handbook Section 3863, “Financial Instruments –
Presentation”.  Section 3862 requires the disclosure of quantitative
and qualitative information in our financial statements to evaluate (a) the
significance of financial instruments for our financial position and
performance; and (b) the nature and extent of risks arising from financial
instruments to which we are exposed during the period and at the balance sheet
date.  Management’s objectives, policies and procedures for managing
such risks are   disclosed in note 5(d) of the financial
statements.  Section 3863 replaces the existing requirements on
presentation of financial instruments.




Capital
Disclosure




Effective
January 1, 2008, we adopted CICA Handbook Section 1535, “Capital Disclosures”,
which requires the disclosure of information on our objectives, policies, and
processes for managing capital.  This information is disclosed in note
13 of the financial statements.




Going
Concern




Effective
January 1, 2008, we adopted an amendment to CICA Handbook Section 1400, “General
Standards of Financial Statement Presentation” in relation to going
concern.  The amendment requires management to assess an entity’s
ability to continue as a going concern.  When management is aware of
material uncertainties related to events or conditions that may cast doubt on an
entity’s ability to continue as a going concern, those uncertainties must be
disclosed.  In assessing the appropriateness of the going concern
assumption, the standard requires management to consider all available
information about the future, which is at least, but not limited to, twelve
months from the balance sheet date.  This standard has no significant
effect on our financial statements.




Inventories




Effective
January 1, 2008, we adopted CICA Handbook Section 3031, “Inventories”, which
prescribes the accounting treatment for inventories and provides guidance on the
determination of costs and its subsequent recognition as an expense, including
any write-down to net realizable value.  It also provides guidance on
the cost formulas that are used to assign costs to inventories.  As at
December 31, 2008, we have no inventories and this standard has no effect on our
financial statements.




Income
Statement Presentation of Tax Loss Carryforward




Effective
September 30, 2008, we adopted EIC-172, “Income Statement Presentation of a Tax
Loss Carryforward Recognized Following an Unrealized Gain in Other Comprehensive
Income”.  This abstract provides guidance on whether the tax benefit
from the recognition of previously unrecognized tax loss carryforwards
consequent to the recording of unrealized gains in other comprehensive income,
such as unrealized gains on available-for-sale financial assets, should be
recognized in net income or in other comprehensive income.  The
abstract should be applied retrospectively, with restatement of prior periods from
January 1, 2007, the date of adoption of CICA Handbook Section 3855, “Financial
Instruments – Recognition and Measurement”.







7
 The
adoption of EIC-172 resulted in a reclassification of $4,363,000 of future
income tax recovery from opening accumulated other comprehensive income to
opening accumulated deficit effective January 1, 2007, $1,022,000 of
future income tax expense from other comprehensive loss to net loss for the year
ended December 31, 2007 and $3,393,000 of future income tax expense from other
comprehensive loss to net loss in the current year.




Recent
Accounting Pronouncements




Recent
accounting pronouncements issued which may impact us in the future are as
follows:




Goodwill
and Intangible Assets




CICA
Handbook Section 3064, “Goodwill and Intangible Assets”, replaces Section 3062,
“Goodwill and Other Intangible Assets,” and CICA Section 3450, “Research and
Development Costs,” and EIC-27, “Revenues and expenditures during the
pre-operating period”. The Standard reinforces the principle-based approach to
the recognition of assets only in accordance with the definition of an asset and
the criteria for asset recognition; and clarifies the application of the concept
of matching revenues and expenses such that the current practice of recognizing
assets that may not meet the definition and recognition criteria are eliminated.
 This new standard also provides guidance for the treatment of
pre-production and start-up costs and requires that these costs and related
revenues be reflected in earnings.  The changes are effective for
interim and annual financial statements beginning January 1, 2009.  We
have not yet determined the impact of the adoption of this change on the
disclosure in our financial statements.




International
Financial Reporting Standards




We have
been monitoring the deliberations and progress being made by accounting standard
setting bodies and securities regulators in Canada and United States with
respect to their plans regarding convergence to International Financial
Reporting Standards (“IFRS”):




·
            In
      February 2008, the Canadian Accounting Standards Board confirmed that
      publicly listed companies will be required to adopt IFRS for interim and
      annual financial statements relating to fiscal years beginning on or after
      January 1, 2011.  Early adoption may be permitted; however,
      exemptive relief requires approval of the Canadian Securities
      Administrators.




·
            In
      August 2008, the SEC announced that it would seek public comments on a
      proposed roadmap for the potential mandatory adoption of IFRS beginning in
      2014 for large accelerated filers, accelerated filers in 2015 and then
      remaining public companies in 2016. In preparation for the changeover from
      GAAP to IFRS, we commenced the planning process during the second quarter
      of 2008.  Specific initiatives are underway and others have been
      planned for the transitioning from GAAP to IFRS.  Current status
      of the project is as follows:




Resources




·
            We
      have retained the service of a major public accounting firm to provide
      technical and process management assistance for the
    project.




·
            We
      will continue to invest in training and resources to ensure a timely and
      effective conversion.





8


Process




·
            A
      diagnostic assessment of the key impact areas was
    completed.




·
            A
      detailed assessment of accounting and measurement differences between IFRS
      and Canadian GAAP on current accounting policies, as well as new policies
      anticipated to be implemented as we transition to a producer, is currently
      underway.




·
            Initial
      findings and observations from the work completed to date will serve as an
      input in establishing the key parameters to develop solutions during the
      design phase of the project.




·
            An
      initial assessment of exemptions available under IFRS 1, “First-time
      Adoption of IFRSs”, has been
completed.




·
            A
      high-level impact assessment of IFRS conversion on our IT systems and tax
      processes is underway.




·
            Our
      audit committee is monitoring our progress and is kept informed of issues
      identified.




·
            Our
      external auditor is advised of the progress status and issues
      identified.




We
anticipate that there will be changes in accounting policies and these changes
may materially impact our financial statements.




Financial
Review




For the
year ended December 31, 2008, we recorded a net loss of $5,946,000 ($0.09 per
share), compared to a net loss of $33,965,000 ($0.55 per share) in 2007 and
earnings of $14,115,000 ($0.24 per share) in 2006.  A discussion on
the various components of the expense and income items compared to the prior
year follows:




Financial
Results from Operations




2008
Compared to 2007




The
following is a summary and discussion on the various components of the expenses
and income items recorded during 2008 compared to 2007:




Year
      ended December 31,2008
              
              
              2007Exploration
      costs
              
              
              $(000
              )
              
              
              $(000
              )Property
      examination and exploration
              
              
              340
              
              
              
              73Reclamation
      and accretion
              
              
              318
              
              
              
              728658
              
              
              
              801




We
incurred $340,000 in property examination and exploration expenditures in 2008
compared to $73,000 in 2007, reflecting an increase in generative activity in
Mexico.




Reclamation
and accretion expense in 2008 amounted to $318,000 compared to $728,000 in
2007.  The various components of the expense were: $143,000 of
accretion expense in 2008 compared to $200,000 in 2007; $84,000 of cash site
restoration and clean-up costs in 2008 compared to $126,000 in 2007; and $91,000
due to changes in estimates of the amount or timing of future cash expenditures
in 2008 compared to $402,000 in 2007, reflecting a decrease in reclamation
activity at the Duthie project during the period.


9


Year
      ended December 31,2008
              
              
              2007Expenses
              
              
              $(000
              )
              
              
              $(000
              )Salaries
      and employee benefits
              
              
              3,054
              
              
              
              2,613Depreciation
              
              
              288
              
              
              
              296Professional
      fees
              
              
              915
              
              
              
              612General
      and administration
              
              
              4,774
              
              
              
              4,702Stock-based
      compensation
              
              
              9,601
              
              
              
              13,955Foreign
      exchange (gain) loss
              
              
              (200
              )
              
              
              3,28218,432
              
              
              
              25,460







Salaries
and employee benefits for 2008 were $3,054,000 compared to $2,613,000 in
2007.  The $441,000 increase in salaries and benefits over 2007 is the
result of hiring additional senior staff as we continue our transition to a
producing company and the impact of salary adjustments effective at the
beginning of 2008.




Depreciation
expense during 2008 was $288,000 compared to $296,000 recorded in
2007.  The decrease is minimal as no significant capital assets were
purchased at our corporate office during the year.




Professional
fees include fees for the annual audit, accounting, tax and legal
services.  Total costs for 2008 were $915,000 compared to $612,000 in
2007.  The $303,000 increase in expenses in 2008 over the prior year
relates to higher accounting, tax and legal fees.  These higher costs
are expected to continue as we grow and advance our properties.




General
and administrative expenses for 2008 were $4,774,000 compared to $4,702,000 in
2007.  The increase in general and administrative expenses was due to
higher insurance fees, office expenses and travel costs as the company continues
to grow.




Stock-based
compensation expense for 2008 was $9,601,000 compared to $13,955,000 in
2007.  Of the current year’s expense, $1,976,000 was related to
general and administration for directors and consultants as compared to
$2,609,000 in 2007, and $7,625,000 was related to employee salaries and benefits
as compared to $11,346,000 in 2007.  The decrease in stock based
compensation was related to vesting of stock options granted in prior years and
less stock options being issued in the current year.  We value stock
options granted to employees, directors and consultants using the Black-Scholes
pricing model.




Foreign
exchange gain for 2008 was $200,000 compared to a loss of $3,282,000 in
2007.  As proceeds from our convertible debt financing and sale of
silver bullion were in US dollars, we now hold a significant portion of our cash
in US funds.  Therefore, the strengthening of the US dollar versus the
Canadian dollar would result in a foreign exchange gain and vice
versa.  The decrease in foreign exchange loss to a foreign exchange
gain as compared to the prior year reflected the strengthening in the US dollar
versus the Canadian dollar during the year.









10


Year
      ended December 31,2008
              
              
              2007Other
      income (expenses)
              
              
              $(000
              )
              
              
              $(000
              )Investment
      income
              
              
              3,039
              
              
              
              6,287Financing
      fees
              
              
              (3,773
              )
              
              
              -Interest
      expense on convertible debt
              
              
              (2,726
              )
              
              
              -Gain
      on sale of silver bullion
              
              
              23,699
              
              
              
              -Gain
      on sale of marketable securities
              
              
              2,090
              
              
              
              605Unrealized
      gain (loss) on financial instruments held-for-trading
              
              
              114
              
              
              
              (1,801
              )Write-down
      of marketable securities
              
              
              (4,891
              )
              
              
              -Write-down
      of other investments
              
              
              (17,903
              )
              
              
              (12,232
              )Gain
      on sale of mineral property
              
              
              31,463
              
              
              
              45931,112
              
              
              
              (6,682
              )




Investment
income was $3,039,000 for 2008 compared to $6,287,000 in 2007.  The
decreased investment income was due to lower yields on
investments.  As a result of significant volatility in the credit
market since the fourth quarter of 2007, we opted to mitigate credit risk by
investing the majority of our cash and cash equivalents in US and Canadian
government treasury bills.  These treasuries have lower
yields.




In
February 2008, we successfully completed a $138,000,000 convertible note
financing.  The convertible notes bear interest at a rate of 4.5% per
year and may be redeemed by us on and after
March 5, 2013.  Financing fees of $3,773,000 incurred relate
to one-time financing expenses including underwriters’ commissions, legal fees
and auditors’ fees associated with the financing.




During
2008, accretion expense and interest expense related to the convertible notes
were $5,033,000 and $5,373,000, respectively; $3,750,000 of accretion expense
and $3,931,000 of interest expense were capitalized to construction in progress
during the period resulting in $1,283,000 of accretion and $1,443,000 of
interest expensed in the period.




In March
2008, we sold our silver bullion at an average price of $20.30 per ounce for
cash proceeds of approximately $39,648,000.  The silver bullion was
recorded at a cost of $15,977,000, resulting in an after-tax gain of $23,699,000
after taking into account fluctuations in foreign exchange.  No tax
expense was recorded as we have sufficient tax pools to offset the taxable gain
on the sale.




Gain on
sale of marketable securities was $2,090,000 for 2008 compared to $605,000 in
the prior year as we sold some of our marketable securities during the
year.




Unrealized
gain on financial instruments held-for-trading during the year was $114,000
compared to a loss of $1,801,000 in the prior year.  The gain in the
current year consists of $1,429,000 gain on mark-to-market adjustment of foreign
exchange options net of $1,389,000 loss on revaluation of Aurcana convertible
debenture, $27,000 loss on mark-to-market adjustment on stock warrants
investments and $101,000 unrealized foreign exchange gain on
translation.  The unrealized losses in the prior year were primarily
related to mark-to-market adjustment of foreign exchange options.




Write-down
of other investments in 2008 of $17,903,000 (2007 - $12,232,000) relates to the
impairment in estimated fair value of our investment in Canadian asset-backed
commercial paper, which is further discussed in “Other Investments” in the
“Liquidity” section and in the Critical Accounting Estimate
sections.







11


In
addition, a mark to market write-down of $4,891,000 was recorded for
available-for-sale marketable securities with decline in fair values that are
considered other-than-temporary.




In July
2008, we closed the sale of the Shafter Silver Project in Presidio County,
Texas, to Aurcana Corporation (“Aurcana”).  Under the terms of the
agreement, Aurcana paid us total consideration of $38,133,000 (C$38,210,000)
consisting of $22,954,000 (C$23,000,000) in cash, 15 million Aurcana common
shares with a fair value of $6,886,000 and a $9,980,000 (C$10,000,000)
convertible debenture with a fair value of $8,293,000.  After
deducting transaction cost of $519,000, the sale of the Shafter Silver Project
resulted in a gain on sale of mineral property of $31,463,000 (after-tax gain of
$18,120,000).  In 2007, we sold a number of mineral properties for a
total gain of $459,000.







Year
      ended December 31,2008
              
              
              2007Income
      taxes
              
              
              $(000
              )
              
              
              $(000
              )Current
      income taxes
              
              
              14,575
              
              
              
              -Future
      income taxes
              
              
              3,393
              
              
              
              1,02217,968
              
              
              
              1,022




For the
year ended December 31, 2008, we recorded an income tax expense of $14,575,000
as compared to $nil in the prior year.  Majority of the income tax
expense relates to the sale of the Shafter Silver Project.




Future
income tax expense during the year was $3,393,000 compared to $1,022,000 in the
prior year.  During the year, we adopted new accounting guidance
requiring recognition of tax benefits or losses used to offset future income tax
against unrealized gains or losses on our marketable securities to be recorded
in net earnings instead of other comprehensive income.  Future income
tax expense reflects the tax effect on change in fair value of our marketable
securities, which decreased significantly since the third quarter.




2007
Compared to 2006




The
following is a summary and discussion on the various components of the expenses
and income items recorded during 2007 compared to 2006:






Year
      ended December 31,2007
              
              
              2006Exploration
      costs
              
              
              $(000
              )
              
              
              $(000
              )Property
      examination and exploration
              
              
              73
              
              
              
              235Mineral
      property costs written-off
              
              
              -
              
              
              
              89Reclamation
      and accretion
              
              
              728
              
              
              
              1,879801
              
              
              
              2,203




We
incurred $73,000 in property examination and exploration expenditures in 2007
compared to $235,000 in 2006.  As our focus turned to the advancement
and development of our existing properties, less emphasis was placed on
grass roots exploration during 2007.  In 2006, $120,000 of the amount
spent on grass roots exploration was in Peru and $79,000 in Mexico.




In 2006,
we recorded a write-off of mineral property costs of $89,000 related to one
property in Mexico and one property in Argentina.









12


Reclamation
and accretion expense in 2007 amounted to $728,000 compared to $1,879,000 in
2006.  The various components of the expense were: $200,000 of
accretion expense in 2007 compared to $214,000 in 2006; $126,000 of cash site
restoration and clean-up costs in 2007 compared to $68,000 in 2006; and $402,000
due to changes in estimates of the amount or timing of future cash expenditures
in 2007 compared to $1,597,000 in 2006.  In 2006, a significant
one-time increase to reclamation provision was recorded for the Silver Standard
Mine property in northern British Columbia following regulatory filing of an
environmental report.




Year
      ended December 31,2007
              
              
              2006Expenses
              
              
              $(000
              )
              
              
              $(000
              )Salaries
      and employee benefits
              
              
              2,613
              
              
              
              1,993Depreciation
              
              
              296
              
              
              
              125Professional
      fees
              
              
              612
              
              
              
              541General
      and administration
              
              
              4,702
              
              
              
              3,549Stock-based
      compensation
              
              
              13,955
              
              
              
              11,405Foreign
      exchange (gain) loss
              
              
              3,282
              
              
              
              6625,460
              
              
              
              17,679




Salaries
and employee benefits for 2007 were $2,613,000 compared to $1,993,000 in
2006.  The $620,000 increase in salaries and benefits over 2006 is the
result of hiring additional senior staff as we continue our transition to a
producing company and the impact of salary adjustments effective at the
beginning of 2007.




Depreciation
expense during 2007 was $296,000 compared to $125,000 recorded in
2006.  The increase is mainly due to the depreciation and amortization
of equipment and leasehold improvements in our Vancouver corporate
office.




Professional
fees include fees for the annual audit, accounting, tax and legal
services.  Total costs for 2007 were $612,000 compared to $541,000 in
2006.  The $71,000 increase in expenses in 2007 over the prior year
relates to higher accounting, tax and legal fees.  These higher costs
are expected to continue as we grow and advance our properties.




General
and administrative expenses for 2007 were $4,702,000 compared to $3,549,000 in
2006.  The $1,153,000 increase over 2006 is attributed to several
factors.  In 2007, we donated shares to an education institution in
the amount of $893,000 comparing to $206,000 in 2006.  As a company
with a long history in the advancement of mineral projects, we understand the
need for exploration and engineering excellence in education relating to the
mining industry.  Consulting fees for recruiting agencies have also
increased in 2007 for hiring of senior officers and technical staff as we move
towards production.  Other areas where we experienced higher general
and administrative costs were in the areas of listing and filing fees, travel,
and director expenses.




Stock-based
compensation expense for 2007 was $13,955,000 compared to $11,405,000 in
2006.  The $2,550,000 increase in the current year’s expense relates
to more options outstanding and the amortization of previously issued
options.  Of the current year’s expense, $2,609,000 related to general
and administration for directors and consultants, as compared to $2,628,000 in
2006 and $11,346,000 related to employee salaries and benefits, as compared to
$8,777,000 in 2006.  We value stock options granted to employees,
directors and consultants using the Black-Scholes pricing model. An additional
$488,000 in stock-based compensation was assigned to mineral property costs in
2007 compared to $662,000 in 2006.


13


Year
      ended December 31,2007
              
              
              2006Other
      income (expenses)
              
              
              $(000
              )
              
              
              $(000
              )Investment
      income
              
              
              6,287
              
              
              
              5,276Gain
      on sale of marketable securities
              
              
              605
              
              
              
              (2,343
              )Unrealized
      loss on financial instruments held-for-trading
              
              
              (1,801
              )
              
              
              -Write-up
      of marketable securities
              
              
              -
              
              
              
              46Write-down
      of other investments
              
              
              (12,232
              )
              
              
              -Gain
      on sale of joint venture interest
              
              
              -
              
              
              
              30,865Gain
      on sale of mineral property
              
              
              459
              
              
              
              153(6,682
              )
              
              
              33,997


Investment
income was $6,287,000 for 2007 compared to $5,276,000 in 2006.  The
increase in investment income is due to more funds available for investment
subsequent to closing of the $153,948,000 public offering in May
2006.




In 2007,
we sold 250,000 shares of Minco Silver Corp. for a $605,000 gain on sale of
marketable securities.  In April 2006, we closed the sale of our 50%
interest in the Manantial Espejo property to our joint venture partner, Pan
American Silver Corp.  We received 1,950,000 common shares of Pan
American valued at $48,017,000 recording a gain on sale of
$30,865,000.  During the last quarter of 2006, we sold all our Pan
American shares for proceeds of $45,639,000, resulting in a $2,724,000 loss on
sale of marketable securities.  This loss was partially offset by a
$381,000 gain on sale of other marketable securities for a net loss on sale of
marketable securities of $2,343,000 in 2006.




The
unrealized loss on financial instruments held-for-trading of $1,801,000
primarily relates to the re-valuation of foreign exchange options.  In
2007, we entered into numerous US dollar forward contracts to manage our
exposure to fluctuation in US dollar exchange rates.  As at year end,
the mark-to-market adjustment of these derivative instruments result in an
unrealized loss of $1,429,000.




Write-down
of other investments of $12,232,000 relates to the impairment in estimated fair
value of our investment in ABCP, which is further discussed in “Other
Investments” in the “Liquidity” section and in the Critical Accounting Estimate
sections.




In 2007,
we also sold a number of mineral properties for a gain of $459,000 compared to
gains of $153,000 in 2006.




Year
      ended December 31,2007
              
              
              2006Income
      taxes
              
              
              $(000
              )
              
              
              $(000
              )Future
      income taxes
              
              
              1,022
              
              
              
              -1,022
              
              
              
              -




Future
income tax expense was $1,022,000 for 2007 and $nil in 2006.  In
September 2008, we retrospectively adopted new accounting guidance requiring
recognition of tax benefits or losses used to offset future income tax against
unrealized gains or losses on our marketable securities to be recorded in net
earnings instead of other comprehensive income.








14


Future
income tax expense reflects the tax effect on change in fair value of our
marketable securities, which decreased during the year.  This guidance
resulted in reclassification of $4,363,000 of future income tax recovery from
opening accumulated other comprehensive income to opening accumulated deficit
effective January 1, 2007 and $1,022,000 of future income tax expense was
reclassified from other comprehensive loss to net loss for the year ended
December 31, 2007.




Selected
Financial Data




The
following table sets forth selected financial data from our audited consolidated
financial statements and should be read in conjunction with these
statements:




Year
      ended December 31,2008
              
              
              2007
              
              
              2006$(000
              )
              
              
              $(000
              )
              
              
              $(000
              )Total
      revenues
              
              nil
              
              
              nil
              
              
              nilEarnings
      (loss) for year
              
              
              (5,946
              )
              
              
              (33,965
              )
              
              
              14,115Other
      comprehensive loss for the year
              
              
              (114,106
              )
              
              
              (67,019
              )
              
              
              -Basic
      and diluted earnings (loss) per share
              
              
              (0.09
              )
              
              
              (0.55
              )
              
              
              0.24Total
      assets
              
              
              567,905
              
              
              
              504,851
              
              
              
              404,199Long
      term debt
              
              
              104,046
              
              
              nil
              
              
              nilWorking
      capital
              
              
              41,486
              
              
              
              118,680
              
              
              
              214,738Cash
      dividends declared
              
              nil
              
              
              nil
              
              
              nil




Summary
of Quarterly Results




The
following table sets forth selected quarterly financial information for each of
our last eight quarters:





Total
              
              Earnings
              
              
              
              Earnings
      (Loss)Quarter
      ending
              Revenues
              
              (Loss)
              
              
              
              Per
      Share(unaudited)
              $
              
              $(000
              )
              
              
              
              $December
      31, 2008
              nil
              
              (14,312
              )
              (1)
              
              
              (0.23
              )September
      30, 2008
              nil
              
              11,951
              
              (2)
              
              
              0.19June
      30, 2008
              nil
              
              (5,913
              )
              (3)
              
              
              (0.09
              )March
      31, 2008
              nil
              
              2,328
              
              (4)
              
              
              0.04December
      31, 2007
              nil
              
              (14,375
              )
              (5)
              
              
              (0.23
              )September
      30, 2007
              nil
              
              (12,429
              )
              (6)
              
              
              (0.20
              )June
      30, 2007
              nil
              
              (6,382
              )
              (7)
              
              
              (0.10
              )March
      31, 2007
              nil
              
              (779
              )
              
              
              
              (0.01
              )












15




Explanatory
notes:




(1)
            Includes
      $3,100,000 foreign exchange loss, $2,165,000 non-cash stock based
      compensation expense,$4,891,000 mark to
      market write-down of marketable securities and $1,733,000 of current
      income tax expense.




(2)
            Includes
      $18,120,000 after-tax gain on sale of Shafter Silver Project, $1,591,000
      foreign exchange gain, net of $2,897,000 future income tax expense,
      $2,600,000 non-cash stock based compensation expense and $888,000
      unrealized loss on financial instruments
  held-for-trading.




(3)
            Includes
      $2,412,000 in non-cash expenses related to value assigned to stock
      options, $1,116,000 foreign exchange loss, and $1,420,000 interest expense
      on convertible debt.




(4)
            Includes
      $23,699,000 gain on sale of silver bullion, $2,825,000 foreign exchange
      gain, $1,391,000 gain on financial instruments held-for-trading and
      $974,000 gain on sale of marketable securities net of $17,903,000
      write-down in fair value of asset-backed commercial
  paper.




(5)
            Includes
      $3,956,000 in non-cash expenses related to value assigned to stock options
      and a further $8,510,000 write-down in fair value of asset-backed
      commercial paper.




(6)
            Includes
      $4,216,000 in non-cash expenses related to values assigned to stock
      options, $3,722,000 write-down in fair value of asset-backed commercial
      paper, $1,859,000 foreign exchange loss and a $1,795,000 loss on the fair
      value of foreign exchange
contracts.




(7)
            Includes
      $3,725,000 in non-cash expenses related to values assigned to stock
      options and $1,757,000 in future income tax
  expense.




Fourth
Quarter Results




During
the fourth quarter of 2008, we recorded a net loss of $14,312,000 ($0.23 per
share) as compared to a net loss of $14,375,000 ($0.23 per share) for the same
quarter of the prior year.  The net loss is mainly attributed to
foreign exchange loss of $3,100,000 (2007 - $1,065,000), non-cash stock based
compensation of $2,165,000 (2007 - $3,956,000), $4,891,000 (2007- $nil) mark to
market write-down of marketable securities with declines in fair value that were
considered other than temporary and current income tax expense of $1,733,000
(2007 - $nil).




During
the fourth quarter of 2008, total capital expenditures on the Pirquitas Project
were $49,095,000 (2007 - $25,790,000), which includes $47,989,000 (2007 -
$11,955,000) in construction and mining equipment and $1,106,000
(2007 - $11,461,000) in exploration costs.  Other significant mineral
property expenditures include $3,576,000 (2007 - $4,659,000) for Pitarrilla,
$1,912,000 (2007 - $2,509,000) for Diablillos and $1,698,000 (2007 - $1,541,000)
for San Luis.




Liquidity
and Capital Resources




At
December 31, 2008, we held $72,013,000 in cash and cash equivalents and
$10,923,000 in marketable securities.




In 2008,
we sold $138,000,000 senior convertible notes for net proceeds of $132,753,000
after commissions.  The unsecured senior Notes mature on March 1, 2028 and
bear interest at a rate of 4.5% per annum, payable semi-annually.  We
intend to use part of the net proceeds of the offering to finance a portion of
the development costs of the Pirquitas Project and to use the balance of the net
proceeds for the exploration of our other properties, for working capital and
for general corporate purposes.




With the
development of the Pirquitas mine, we are transitioning from an acquirer of
silver projects and assets to a developer of silver projects and producer of
silver.  During our acquisition phase, we purchased approximately 1.95
million ounces of silver bullion for investment purposes at an average cost of
$5.85 per ounce.  In March 2008, we sold our silver bullion at an
average price of $20.30 per ounce for proceeds of $39,648,000, which will be
used to advance our projects to production.








16
 In July
2008, we sold the Shafter silver project in Presidio County, Texas, to Aurcana
Corporation.  Under the terms of the sales agreement, we received
total consideration of $38.1 million, consisting of $23 million in cash, 15
million shares of Aurcana with a fair value of $6.9 million and a $10 million
convertible debenture with a fair value of $8.3 million (see “Convertible
debenture receivable”).




Working
capital at December 31, 2008 was $41,486,000 (2007 - $118,680,000).




Subsequent
to year end, we closed a public share offering of 5,450,000 common shares at a
price of $17.00 per share, for aggregate gross proceeds of
$92,650,000.  After deducting underwriting fees and estimated offering
expenses of $5,533,000, net proceeds were $87,117,000.




We have
sufficient funds to complete the construction of the Pirquitas mine as well as
complete our planned exploration programs for next year.




Operating
Activities




Cash flow
used in operations totalled $19,093,000 in 2008, compared to cash generated by
operations of $23,620,000 in 2007.  The decrease in cash flow
generated in 2008 compared to 2007 is attributable to a foreign exchange gain on
our funds held in US dollars, offset by financing fees and interest expense
related to issuance of convertible debt, additional salaries, professional fees
and general and administrative costs.




Cash flow
generated by operations totalled $23,620,000 in 2007, compared to cash used in
operations of $10,050,000 in 2006.  This increase in cash flow
generated by operations from 2006 to 2007 is primarily the result of a foreign
exchange loss on our funds held in US dollars.




Financing
Activities




During
2008, a net total of $138,719,000 was raised through financing activities as
compared to $10,973,000 in 2007 and $182,338,000 in 2006.  The
following table shows how the funds were raised:







Year ended December 31,2008
              
              
              2007
              
              
              2006Financing
      activities
              
              
              $(000
              )
              
              
              $(000
              )
              
              
              $(000
              )Proceeds
      from issuance of convertible notes
              
              
              138,000
              
              
              
              -
              
              
              
              -Financing
      costs related to equity portionof
      convertible notes financing
              
              
              (1,473
              )
              
              
              -
              
              
              
              -Shares
      and warrants issued for cash
              
              
              2,192
              
              
              
              10,973
              
              
              
              192,774Share
      issue cash costs
              
              
              -
              
              
              
              -
              
              
              
              (10,436
              )138,719
              
              
              
              10,973
              
              
              
              182,338


In 2008,
we sold $138,000,000 senior convertible notes for net proceeds of $132,753,000
after commissions.  The unsecured senior Notes mature on March 1, 2028 and
bear interest at a rate of 4.5% per annum, payable semi-annually.  We
intend to use part of the net proceeds of the offering to finance a portion of
the development costs of the Pirquitas Project and to use the balance of the net
proceeds for the exploration of our other properties, for working capital and
for general corporate purposes.




A total
of 186,100 shares were issued on the exercise of stock options for total
proceeds received of $2,192,000 in 2008 compared to 886,600 shares issued on the
exercise of stock options for total proceeds received of $10,973,000 in 2007 and
668,750 shares in 2006 for total proceeds received of $5,773,000.  The
weighted average price received on the exercise of options was $11.78 per share
in 2008 compared to $12.38 in 2007 and $8.63 in 2006.  In 2006,
1,386,625 warrants were exercised for proceeds of $22,617,000 with a weighted
average price received of $16.31 per share.






17


On May
16, 2006, we closed a public offering of 7.2 million common shares for gross
proceeds of $164,384,000.  The price received was $23.00 per
share.  After deducting underwriting fees and offering expenses of
$10,436,000, net proceeds were $153,948,000.




Investing
Activities




Mineral
Properties and Capital Expenditures




We spent
$61,861,000 (2007 - $39,774,000, 2006 - $34,720,000) for exploration and
$107,814,000 (2007 - $42,386,000, 2006 - $3,181,000) for construction and mining
equipment during the year.  A summary of the exploration expenditures
by mineral property follows:




Year ended December 31,2008
              
              
              2007
              
              
              2006$(000
              )
              
              
              $(000
              )
              
              
              $(000
              )Bowdens
              
              
              245
              
              
              
              565
              
              
              
              510Candelaria
              
              
              282
              
              
              
              299
              
              
              
              354Challacollo
              
              
              213
              
              
              
              1,859
              
              
              
              359Diablillos
              
              
              5,663
              
              
              
              4,436
              
              
              
              359Pitarrilla
              
              
              17,866
              
              
              
              16,360
              
              
              
              18,588San
      Luis
              
              
              6,549
              
              
              
              7,626
              
              
              
              1,236Snowfield
              
              
              4,643
              
              
              
              2,392
              
              
              
              1,685Veta
      Colorada
              
              
              567
              
              
              
              74
              
              
              
              3,618Other
              
              
              1,075
              
              
              
              1,146
              
              
              
              3,562Change
      in non-cash working capital
              
              
              (347
              )
              
              
              (1,050
              )
              
              
              -36,756
              
              
              
              33,707
              
              
              
              30,271




The
above table reflects cash expenditures incurred by property.  It does
not include non-cash charges.




Pirquitas
Project




A total
of $136,441,000 was incurred at the Pirquitas property in Argentina during the
year, compared to a total of $56,182,000 in 2007 and $6,059,000 in 2006, which
includes $129,171,000 (2007 - $50,351,000, 2006 - $1,610,000) on mine
construction and mining equipment and $7,270,000 (2007 - $5,831,000, 2006 -
$4,449,000) in exploration activities.




Construction
is progressing well on the project.  The commissioning and process
operations teams are in place and preparing for start-up.  The plan is
to start-up the silver circuit initially and then follow with the tin circuit
once the silver process is operating.  The Operations crews are
advancing well with the open pit pre-stripping.  Continuous shift
operations are now well established, and we have seen success with the
utilization of a high percentage of local people in our operator compliment.
Local community employment is high, and we are well supported by the local
communities.








18
 In May
2008 we updated the proven and probable silver reserves at Pirquitas, with
silver reserves  increasing by 43% to 195.1 million
ounces.    Based on the increased reserves, Pirquitas mine
life has been extended to 14.5 years, an increase of 4.5 years from the
November 2007 reserve update.  The reserve is indicative of the
geologic potential of the Pirquitas system and does not incorporate any
deepening of the initial pit.  The deposit remains open at
depth.  The approximate 50% increase in mine life not only adds
robustness to the project, but enables a greater window of opportunity for
further exploration activities.





The
updated reserve estimate incorporates drill data from an additional 74 reverse
circulation drill holes totaling 16,850 meters of in-pit and pit wall drilling,
uses metal prices of $11.00/ounce silver, $5.00/lb tin and $1.05/lb zinc and is
based on a new Whittle pit using total operating costs of $22 per
tonne.




In
February 2009, we updated the capital cost estimate for the project to $230
million plus IVA from the previous capital cost estimate of $220 million plus
IVA as inflation in wages and local inputs continues to place pressure on
costs.  In developing the previous cost estimate in November 2007, we
estimated inflation for wages and other inputs within Argentina significantly
higher than the official rate. With inflation exceeding company estimates, the
estimated cost to complete the construction of Pirquitas has increased to $230
million or 5% over the 2007 estimate. With eight months of mining experience and
in-country administration, the company estimates that mining, milling and
administration costs will now average $26/tonne over the life of the
mine.  As of December 31, 2008, the Company had expended
$194 million in construction costs of the total estimated $230
million.




With
production ramping up through Q2, Pirquitas is expected to produce in excess of
six million ounces of silver in 2009 with full production in excess of 10
million ounces in 2010.




The
government of Argentina is proposing to adopt a tax on the export of
concentrates for projects with fiscal stability agreements predating 2002.
 The Pirquitas Project has a fiscal stability agreement dating from 1998
and may be subject to this proposed export tax.  Legality of the export tax
is under review by the court in Argentina.




San Luis
Project




A total
of $6,549,000 was spent at the San Luis Joint Venture Project in Peru during the
year compared to $7,626,000 in 2007 and $1,236,000 in 2006.




Infill
diamond drilling on the project’s Ayelén Vein was completed in
2007.  In 2008, a 6,600 meter diamond drilling program was completed,
which tested a number of targets on this large property package (approximately
96 square miles).  Exploration targets focused on the BP Zone where
brecciated volcanic rocks hosting copper-zinc-lead sulphide mineralization have
been sampled over a broad area. Quartz vein systems where channel sampling has
identified structures enriched in gold and silver will also be
tested.  A revised resource estimate was completed in the fourth
quarter of 2008, which defined a measured and indicated resource of 348,000
ounces of gold resources and 9.0 million ounces of silver resources. A
feasibility study on placing the project in production has commenced and is
expected to be completed in the first half of 2009.




We
currently hold a 55% interest in the San Luis Project and have elected to
increase our interest to 70% by completing a feasibility study.  We
have the right to increase our interest in the San Luis Joint Venture to 80% by
placing the project in production.  The remaining joint venture
interest is held by Esperanza Silver Corporation.








19


Pitarrilla
Project
  A total
of $17,866,000 was spent on our Pitarrilla Project in Mexico during the current
year compared to $16,360,000 in 2007 and $18,588,000 in 2006.




In August
2008, we reported an increase in the silver resources at the Breccia Ridge
Zone.  Project resources now total 159.9 million ounces of measured
silver resources, 483.7 million ounces of indicated silver resources and 82.3
million ounces of inferred silver resources, placing Pitarrilla among the
largest silver discoveries in the last decade.




Infill
and exploration drilling of the Breccia Ridge Zone is ongoing with three drills
on site.  Work on a 2.5 kilometer-long decline is continuing,
which will provide underground drilling stations for the high grade silver and
base metal mineralization of the Breccia Ridge Zone.  The portal and
more than 1,300 meters of ramp excavation have been completed to
date.




An
engineering pre-feasibility study is nearing completion and focuses initially on
developing the underground sulphide-associated, base metal and silver
mineralization found at Breccia Ridge.  A second study focusing on
development of the potential open pit resources is in progress.




Diablillos
Project




A total
of $5,663,000 was spent at the wholly-owned Diablillos Project in Argentina
during the year compared to $4,436,000 in 2007 and $359,000 in
2006.




We
completed an 11,000-meter diamond drill program during 2007 and early 2008 on
the project.  During the latter part of 2008, a further 5,063 meters
of drilling was completed.  The objective of the program was to better
define the inferred resource of 93.8 million ounces of silver resources and
815,000 ounces of gold resources.  We are in the process of preparing
an updated resource estimate and conducting a metallurgical program for the
Diablillos Project.  We have also engaged a Qualified Person as
defined in NI 43-101 to prepare an updated resource estimate for the Diablillos
Project, which is expected to be completed in the second quarter of 2009.
Dependent on the results of the resource estimate and the metallurgical program,
we will advance a pre-feasibility study on the economics of developing the
Diablillos Project.




Snowfield
Project




A total
of $4,643,000 was spent at the wholly-owned property in Canada during the year
compared to $2,392,000 in 2007 and $1,685,000 in 2006.




In
February 2009, the company reported a five-fold increase in gold resources at
the wholly-owned Snowfield Project in northern British Columbia, Canada. The
increased gold resource is now comprised of measured and indicated gold
resources totalling 4,362,000 ounces and inferred gold resources of 14,276,000
ounces using a cut-off grade of 0.5 grams of gold-equivalent per tonne. The
property is located 65 kilometres north of the town of Stewart and 20 kilometres
southeast of Barrick's high-grade gold-silver mine at Eskay Creek.




The
resource estimate is based on 96 diamond drill holes completed in 2006-2008, two
re-sampled historical holes, collectively totalling 33,922 meters and 15
trenches totalling 126 meters of surface chip sampling.




A
geological review is underway to assess the potential for expanding the
mineralization at Snowfield and the adjacent Sulphurets Project held by Silver
Standard. A follow-up program is being planned for 2009.








20
 San Agustin
Project


The San
Agustin property is located 85 kilometers north of Durango City in Durango,
Mexico.





In
February 2009, an exploration company that had an option to acquire the property
elected to not exercise its option. As a result, the property has been improved
by over $10 million in exploration expenditures and is now the focus of an
updated resource estimate commissioned by Silver Standard. The property appears
to host a significant gold, silver and base metal resource.




As a
result of developments at Snowfield and San Agustin, the company’s exposure to
gold resources has expanded significantly.




Financial
Position




Cash




At
December 31, 2008, we had a cash and cash equivalent balance of $72,013,000 as
compared to $81,600,000 at December 31, 2007.  The increase is mainly
attributed to:




·
            $138,000,000
      raised from the convertible debt financing in
  February;




·
            $39,648,000
      cash proceeds from sale of silver bullion in
  March;




·
            $22,954,000
      cash proceeds from the sale of the Shafter Project in
  July;




net
of:




·
            $61,861,000
      (2007 - $39,774,000) spent on mineral
  properties;




·
            $107,814,000
      (2007 - $42,386,000) spent to advance the development of
      Pirquitas.




Silver
Bullion




In March
2008, we sold our silver bullion for cash proceeds of $39,648,000.  As
at December 31, 2007, the silver bullion was recorded on our balance sheet at a
cost of $15,977,000.  The sale resulted in a gain of
$23,699,000.  No tax expense was recorded as we have sufficient tax
pools to offset the taxable gain on the sale.




Marketable
Securities




Our
marketable securities at December 31, 2008 have a carried cost of $8,533,000 and
a market value of $10,923,000 for an unrealized loss of $2,390,000 compared to a
carried cost of $10,359,000 and a market value of $33,609,000 for an unrealized
gain of $23,250,000 at December 31, 2007.  These investments were made
in various mineral exploration companies and are considered to be
liquid.




Convertible
debenture receivable




As part
of considerations received for sale of the Shafter Silver Project (see
“Liquidity”), we received a $9,980,000 (C$10,000,000) convertible debenture
(“Debenture”) from Aurcana Corporation (“Aurcana”).  The Debenture has
a three-year term, a coupon rate of 3% and is convertible at our option into
6,600,000 Aurcana common shares at C$1.515 per share.  The Debenture
is fully secured by general assets of Aurcana.








21





The note
receivable component of the Debenture is designated as loans and receivable
financial instrument.  At initial recognition, the fair value of the
note receivable component was estimated at $6,854,000 using the discounted cash
flow model method at market rate.  The note receivable component is
accreted over an expected
life of 3 years using the effective interest method.  As at December
31, 2008, the book value of the note receivable component of the Debenture was
$5,923,000.  Interest and accretion income of $493,000 was recorded to
earnings in relation to the Debenture.




The
conversion feature of the Aurcana Debenture is classified as a held-for-trading
financial instrument by default.  The fair value of conversion feature
was estimated, at initial recognition, to be $1,439,000 and is re-valued at each
period end based on the Black-Scholes valuation model.  As at
December 31, 2008, the fair value of the conversion feature was
$50,000.  As a result, an unrealized loss of $1,389,000 on financial
instruments held-for-trading was recorded to net earnings during the
period.




Other
Investments




As at
December 31, 2008, we had a total of C$57,102,000 invested in Canadian
asset-backed commercial paper (“ABCP”).  At the dates at which we
acquired the investments, the non-bank sponsored ABCP was rated R-1 high by DBRS
Limited (“DBRS”), the highest credit rating for commercial paper.  In
August 2007, the ABCP market experienced liquidity problems and was subsequently
frozen.  In September 2007, a Pan Canadian Committee (the “Committee”)
consisting of a panel of major ABCP investors was formed to restructure the
affected ABCP trusts.




At
December 31, 2007, based on the limited data available, we estimated the fair
values of our ABCP investments to be $45,645,000 using a valuation technique
which incorporates a probability weighted approach applied to discounted future
cash flows and an impairment of $12,232,000 was recorded in 2007.




On
December 24, 2008, the Committee confirmed that an agreement has been reached
with all key stakeholders, including the involvement of provincial and federal
governments.  In January 2009, the Committee successfully obtained the
final court approval to complete the restructuring.




On
January 28, 2009, we received the restructured notes with a face value
of C$57,142,000 and first interest payment of $1,630,000.




The face
value of the restructured notes is allocated as follow:




o
            C$26,542,000 in Class A-1 Notes




§
            Senior
      notes, with the other series of notes subordinated to
  them




§
            Expected
      repayment in 8 years, contractual maturity in 47
  years




§
            Coupon
      rate of Bankers’ Acceptance Rate (“BA”) less
  0.5%.




o
            C$21,944,000 in Class A-2 Notes




§
            Senior
      to the Class B and C Notes




§
            Expected
      repayment in 8 years, contractual maturity in 47
  years




§
            Coupon
      rate of BA Rate less 0.5%.




22


o
            C$3,983,000 in Class B Notes




§
            Senior
      to the Class C Notes




§
            Expected
      repayment in 8 years, contractual maturity in 47
  years




§
            Coupon
      rate of BA Rate less 0.5%.




o
            C$1,623,000 in Class C Notes




§
            Expected
      repayment in 8 years, contractual maturity in 47
  years




§
            Coupon
      rate of BA Rate plus 20.0%.




o
            C$658,000 in Class 3 IA Tracking
Notes




§
            Maturity
      of 7 years




§
            Coupon
      rate equivalent to the lesser of : (i) the rate of return generated by the
      specific underlying assets; and (ii) BA plus
  11.0%.




o
            C$2,392,000 in Class 13 IA Tracking
Notes




§
            Maturity
      of 5 years




§
            Coupon
      rate equivalent to the lesser of : (i) the rate of return generated by the
      specific underlying assets; and (ii) BA plus
  11.0%.




As no
secondary market has been developed for these restructured notes as at December
31, 2008, we estimated the fair value of our restructured notes using a
valuation technique which incorporates a probability weighted approach applied
to discounted future cash flows from the restructured notes and the fair value
of our investments based on the indicative values contained in a report issued
by J.P. Morgan, financial advisor to the Committee.  Based on our best
estimate, the fair value of our restructured notes at December 31, 2008 was
$21,803,000, resulting in an impairment of $17,903,000 recorded in
2008.  There is currently no certainty regarding the development of a
secondary market for the restructured notes and therefore the fair value
reported may change materially in subsequent periods.




In July
2008, we initiated legal action against a Canadian chartered bank and DBRS by
filing a writ and statement of claim in the Supreme Court of British Columbia to
recover any losses that may occur with respect to the ultimate recovery of our
ABCP investments. There can be no assurance that the outcome of this litigation
will be favourable to us.




Long-term
Contractual Obligations




The
following table discloses our contractual obligations:




Less
      Than 1 Year
              $(000)
            1-3
      Years
              $(000)
            4-5
      Years
              $(000)
            5+
      Years
              $(000)
            Total
              $(000)Lease
      obligations
            246
            495
            336
            -
            1,077Asset
      retirement obligations
            234
            1,346
            983
            2,147
            4,710Long-term
      convertible notes*
            6,210
            12,420
            147,315
            -
            165,945Total
            6,690
            14,261
            148,634
            2,147
            171,732




*
            Convertible
      notes are due in 2028 but expected to be repaid in 2013.  The
      notes bear an interest rate of 4.5% per annum and are convertible into
      common shares at a fixed conversion rate upon specified
      events.





23


Additional
Disclosures




Internal
Control over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting.  Any system of internal control over financial
reporting, no matter how well designed, has inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  There have been no changes in our
internal control over financial reporting during the year ended December 31,
2008 that have materially affected, or are reasonably likely to materially
affect, internal control over financial reporting.




Off-Balance
Sheet Arrangements




We have
not entered into any off-balance sheet financing arrangements.




Related
Party Transactions




During
the year ended December 31, 2008, we recorded administrative, technical services
and expense reimbursements of $1,276,000(2007 -
$396,000) from companies related by common directors or officers.  At
December 31, 2008, accounts receivable include $42,000(2007 -
$112,000) from these related parties.  Any amounts due from related
parties are non-interest bearing and without specific terms of
repayment.  Any transactions for expense reimbursement with related
parties are at normal business terms.




Outstanding
Share Data




The
authorized capital consists of unlimited common shares without par
value.  As at March 10, 2009, the following common shares, options and
share purchase warrants were outstanding:




Number
      of
              Shares
            Exercise
              Price
              C$
            Remaining
              Life
              (years)Capital
      stock
            68,233,047Stock
      options
            4,988,750
            $10.50
      - $40.62
            0.8
      - 9.8Fully
      diluted
            73,221,797




Subsequent
Events




(a)
            In
      February 2009, we closed a public share offering of 5,450,000 common
      shares at a price of $17.00 per share, for aggregate gross proceeds of
      $92,650,000.  After deducting underwriting fees and estimated
      offering expenses of $5,533,000, net proceeds were
      $87,117,000.




(b)
            In
      February 2009, Geologix Explorations Inc. elected not to exercise its
      option to acquire 100% interest in the San Agustin property.  As
      a result, the San Agustin property, which contains  estimated
      resources of 1.61 million ounces of indicated gold, 1.08 million
      ounces of inferred gold, 48.3 million ounces of indicated silver and
      37.3 million ounces of inferred silver, was returned to
      us.









24


Financial
Instruments and Other Instruments


Our
financial instruments consist of cash and cash equivalents, marketable
securities, accounts receivable and accounts payable.  It is
management’s opinion that we are not exposed to significant interest, currency
or credit risks arising from our cash and cash equivalents, accounts receivable
and accounts payable.




We are
exposed to currency risk on the acquisition and exploration expenditures on our
properties since we have to settle expenditures either in local currency or US
dollars.  Our expenditures are negatively impacted by increases in
value of local currencies versus the US dollar.




Risks
and Uncertainties




As a
mineral exploration and development company, we are exposed to a number of risks
and uncertainties.  See Item 3.D.-“Risk Factors”.




·
            Research and Development,
      Patents and Licenses, etc.




We are a
mineral exploration and development company with no producing properties and, as
such, the information required by this item is inapplicable.




·
            Trend
      Information




We are a
mineral exploration and development company with no producing properties, and,
as such, the information required by this item is inapplicable.




·
            Off-Balance Sheet
      Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.




·
            Tabular Disclosure of
      Contractual Obligations.




See Item
5.B – “Liquidity and Capital Resources”.




·
            Safe
    Harbor.




See “Note
Regarding Forward-Looking Statements”.


















25





PART III









Item
19Exhibits





All
financial statements and exhibits referred to in this Item 19 are incorporated
by reference into this Annual Report.





Financial
Statements





Document
            
            PageConsolidated
      Financial Statements as at December 31, 2008, 2007 and 2006 (in U.S.
      Dollars)
            
            *Auditors’
      Report, dated August 7, 2009
            
            *Consolidated
      Balance Sheets as at December 31, 2008 and December 31, 2007 (in
      U.S. Dollars)
            
            *Consolidated
      Statements of Earnings (Loss) and Comprehensive Loss for the years ended
      December 31, 2008, December 31, 2007 and December 31, 2006
      (in U.S. Dollars).
            
            *Consolidated
      Statements of Cash Flows for the years ended December 31, 2008,
      December 31, 2007 and December 31, 2006 (in U.S.
      Dollars).
            
            *Consolidated
      Statements of Shareholders’ Equity for the years ended December 31,
      2008, December 31, 2007 and December 31, 2006 (in U.S.
      Dollars).
            
            *Notes to Consolidated Financial Statements for the years ended
      December 31, 2008, December 31, 2007 and December 31, 2006
      (in U.S. Dollars).
            
            *


__________


*
            Previously
      filed.














26








B.
            Exhibits





Exhibit
              Number
            
            Description1.1*
            
            Memorandum,
      Articles and Certificate of Incorporation incorporated by reference from
      Exhibit 1.1 to Registration Statement under the Securities Exchange
      Act of 1934 on Form 20-F, file no. 0-26424 filed on July 13,
      1995.1.2*
            
            Notice
      of Articles and Articles filed under the Business Corporations Act
      (British Columbia) incorporated by reference from Exhibit 1.2 to
      Annual Report for the fiscal year ended December 31, 2005 under the
      Securities Exchange Act of 1934 on Form 20-F, file no. 0-26424 filed on
      March 31, 2006.2.1*
            
            Indenture,
      dated as of February 27, 2008, between the Company and the Bank of
      New York, as trustee, incorporated by reference from Exhibit 2.1
      to Annual Report for the fiscal year ended December 31, 2007 under
      the Securities Exchange Act of 1934 on Form 20-F, file no. 0-26424 filed
      on March 31, 2008.8.1*
            
            List
      of Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X)
      included under Item 4.C, Organizational Structure.10.1*
            
            Underwriting
      Agreement dated February 24, 2009 incorporated by reference from
      Exhibit 99.1 to Report of Foreign Private Issuer under the Securities
      Exchange Act of 1934 on Form 6-K, file no. 0-26424 filed on
      February 25, 2009.12.1
            
            Certification of President Pursuant to Section 302
      of the Sarbanes-Oxley Act of 200212.2
            
            Certification of Chief Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.13.1
            
            Certification of President Pursuant to 18 U.S.C.
      Section 1350, As Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.13.2
            
            Certification of Chief Financial Officer Pursuant to
      18 U.S.C. Section 1350, As Adopted Pursuant to Section 906
      of the Sarbanes-Oxley Act of
2002.


__________


*
            Previously
      filed.











27





SIGNATURES






The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F/A and that it has duly caused and authorized the undersigned to sign
this Amendment No. 2 to the registrant’s annual report on its
behalf.







Silver
      Standard Resources Inc.
              (Company)By:
            /s/
      A.E. Michael AnglinA.E.
      Michael Anglin, Interim President, CEO & DirectorDate:
            February
      2, 2010




















28





Exhibit 12.1




CERTIFICATION


PURSUANT
TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002








I, A.E.
Michael Anglin, certify that:





1.
            I
      have reviewed this annual report on Form 20-F/A of Silver Standard
      Resources Inc.;2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this
      report;4.
            The
      company’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the company and have:(a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the company, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;(b)
            Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;(c)
            Evaluated
      the effectiveness of the company’s disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this report based on such evaluation; and(d)
            Disclosed
      in this report any change in the company’s internal control over financial
      reporting that occurred during the period covered by the annual report
      that has materially affected, or is reasonably likely to materially
      affect, the company’s internal control over financial reporting;
      and5.
            The
      company’s other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the company’s auditors and the audit committee of the company’s board of
      directors (or persons performing the equivalent
  functions):(a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the company’s ability to record,
      process, summarize and report financial information;
and(b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the company’s internal control
      over financial reporting.





Date:
            February
      2, 2010/s/
      A.E. Michael AnglinA.E.
      Michael Anglin
              Interim
      President and CEO














29





Exhibit 12.2




CERTIFICATION


PURSUANT
TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002








I, Tom
S.Q. Yip, certify that:





1.
            I
      have reviewed this annual report on Form 20-F/A of Silver Standard
      Resources Inc.;2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the company
      as of, and for, the periods presented in this report;4.
            The
      company’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the company and have:(a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the company, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;(b)
            Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;(c)
            Evaluated
      the effectiveness of the company’s disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this report based on such evaluation; and(d)
            Disclosed
      in this report any change in the company’s internal control over financial
      reporting that occurred during the period covered by the annual report
      that has materially affected, or is reasonably likely to materially
      affect, the registrant’s internal control over financial reporting;
      and5.
            The
      company’s other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the company’s auditors and the audit committee of the company’s board of
      directors (or persons performing the equivalent
  functions):(a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the company’s ability to record,
      process, summarize and report financial information;
and(b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the company’s internal control
      over financial reporting.





Date:
            February
      2, 2010/s/
      Tom S.Q. YipTom
      S.Q. Yip
              Vice
      President, Finance and CFO














30





Exhibit 13.1




CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002







In
connection with the Annual Report on Form 20-F/A of Silver Standard Resources
Inc. for the year ended December 31, 2008, as filed with the Securities and
Exchange Commission on the date hereof (the “Annual Report”), I hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:





1.
            The
      Annual Report fully complies with the requirements of Section 13(a)
      or 15(d) of the Securities Exchange Act of 1934, as amended;
      and2.
            The
      information contained in the Annual Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the registrant.







Date:
            February
      2, 2010/s/
      A.E. Michael AnglinA.E.
      Michael Anglin
              Interim
      President and CEO














31





Exhibit 13.2




CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002







In
connection with the Annual Report on Form 20-F/A of Silver Standard Resources
Inc. for the year ended December 31, 2008, as filed with the Securities and
Exchange Commission on the date hereof (the “Annual Report”), I hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:


1.
            The
      Annual Report fully complies with the requirements of Section 13(a)
      or 15(d) of the Securities Exchange Act of 1934, as amended;
      and2.
            The
      information contained in the Annual Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the registrant.







Date:
            February
      2, 2010/s/
      Tom S.Q. YipTom
      S.Q. Yip
              Vice
      President, Finance and CFO

















32