APEX SILVER MINES LTD, S-3/A, 1999-09-07

APEX SILVER MINES LTD
S-3/A, 1999-09-07
GOLD AND SILVER ORES

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<PAGE>

As filed with the Securities and Exchange Commission on September 7, 1999.

Registration No. 333-76181
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________

AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________

APEX SILVER MINES LIMITED
(Exact name of registrant as specified in its charter)

Cayman Islands Not Applicable
(State or other jurisdiction (I. R. S. employer
of incorporation or organization) identification number)

Caledonian House
Jennett Street
George Town, Grand Cayman
Cayman Islands, British West Indies
(345) 949-0050
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

_________________

Thomas S. Kaplan
Chief Executive Officer
Apex Silver Mines Corporation
1700 Lincoln Street, Suite 3050
Denver, Colorado 80203
(303) 839-5060
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies To:

Patrick J. Dooley, Esq.
James E. Kaye, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022

_________________

Approximate date of commencement of proposed sale to the public: From time to
time after the Effective Date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

_________________

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Class of Securities Amount To Be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
PRIMARY OFFERING:
Debt Securities.....................
Preference Shares(3)................
Depositary Shares (3)............... -- -- $200,000,000(1)(2) $55,600(1)(2)(4)
Ordinary Shares (3).................
Warrants............................
Ordinary Share Purchase Rights(3)...
SECONDARY OFFERING:
Ordinary Shares 1,756,764 12,76875(5) $22,288,943.25(5) $6,196.33(5)
TOTAL: 1,756,764 12,76875 $222,288,943.25 $61,796.33
=====================================================================================================================
</TABLE>

(1) In no event will the aggregate initial offering price of the securities
issued under this Registration Statement exceed $200,000,000 or the equivalent
thereof in one or more foreign currencies or composite currencies, including the
euro. For Debt Securities issued with an original issue discount, the amount to
be registered is calculated as the initial accreted value of such Debt
Securities.

(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(o).

(3) In addition to any preference shares, depositary shares or ordinary
shares that may be issued directly under this Registration Statement, there are
being registered hereunder an indeterminate number of shares of preference
shares, depositary shares or ordinary shares as may be issued upon conversion or
exchange of Debt Securities, preference shares, depositary shares or Ordinary
Share Purchase Rights, as the case may be. No separate consideration will be
received for any shares of preference shares, depositary shares or ordinary
shares so issued upon conversion or exchange.

(4) Previously paid.

(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, based on the average high
and low sales prices of the ordinary shares on September 2, 1999 as reported by
the American Stock Exchange.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================

<PAGE>

SUBJECT TO COMPLETION DATED SEPTEMBER 7, 1999

PROSPECTUS

APEX SILVER MINES LIMITED

DEBT SECURITIES
PREFERENCE SHARES
DEPOSITARY SHARES
ORDINARY SHARES
WARRANTS
ORDINARY SHARE PURCHASE RIGHTS

________________

We will provide specific terms of these securities in supplements to this
prospectus.

You should read this prospectus and any supplement carefully before you
invest.

Our company's ordinary shares are listed on the American Stock Exchange
under the symbol "SIL."

Investing in these securities involves significant risks. See the Risk
Factors section beginning on page 4.

Concurrently with the filing of this prospectus our company is filing a
prospectus under Rule 415 of the Securities Act of 1933, as amended, offering up
to 1,756,764 ordinary shares to be sold from time to time by the selling
stockholders set forth therein. Consummation of sales under this prospectus is
not contingent upon the consummation of any such offering by the selling
stockholders.

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not an offer to buy these securities in
any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

SALOMON SMITH BARNEY MERRILL LYNCH & CO.

The date of this prospectus is ___________, 1999.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SUMMARY.......................................................... 1
RISK FACTORS..................................................... 4
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERENCE SHARE DIVIDENDS.................... 12
WHERE YOU CAN FIND MORE INFORMATION.............................. 12
FORWARD-LOOKING STATEMENTS....................................... 13
THE COMPANY...................................................... 15
REPUBLIC OF BOLIVIA.............................................. 17
USE OF PROCEEDS.................................................. 21
DESCRIPTION OF THE DEBT SECURITIES............................... 21
DESCRIPTION OF THE PREFERENCE SHARES............................. 32
DESCRIPTION OF THE DEPOSITARY SHARES............................. 34
DESCRIPTION OF THE ORDINARY SHARES............................... 37
DESCRIPTION OF THE WARRANTS...................................... 38
DESCRIPTION OF THE ORDINARY SHARE PURCHASE RIGHTS................ 39
PLAN OF DISTRIBUTION............................................. 41
LEGAL MATTERS.................................................... 42
EXPERTS.......................................................... 42
</TABLE>

i
<PAGE>

SUMMARY

This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the terms
of our securities, you should carefully read this document with the attached
prospectus supplement. Together these documents will give the specific terms of
the securities we are offering. You should also read the documents to which we
have referred you in "Where You Can Find More Information" below for information
on our company and our financial statements.

The Company

Apex Silver Mines Limited explores and develops silver properties in South
America and Central America. We have one of the largest, most diversified
portfolios of privately owned and controlled silver exploration properties in
the world. Our exploration efforts have produced our first development project,
the San Cristobal project located in southern Bolivia. None of our properties
are in production, and, consequently, we have no current operating income or
cash flow.

We maintain our principal executive offices at Caledonian House, Jennett
Street, George Town, Grand Cayman, Cayman Islands, British West Indies. Our
telephone number is (345) 949-0050.

The Securities We May Offer

This prospectus is part of a registration statement (File No. 333-76181)
that we filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf registration process, we may offer from
time to time any of the following securities, either separately or in units:

. debt securities;

. preference shares;

. depositary shares;

. ordinary shares;

. warrants; and

. ordinary share purchase rights.

This prospectus provides you with a general description of the securities
which we may offer. Each time we offer securities, we will provide you with a
prospectus supplement that will describe the specific amounts, prices and terms
of the securities being offered. The prospectus supplement may also add, update
or change information contained in this prospectus.

The securities which we may offer may involve a high degree of risk. A
prospectus supplement relating to any security that we offer will describe the
risks relating to each such security. In addition, a prospectus supplement may
also contain additional risk factors relating to our business.

<PAGE>

Debt Securities

We may offer general obligations of our company, which may be senior or
subordinated. The senior debt securities will have the same ranking as all of
our other unsecured, unsubordinated debt. The subordinated debt securities will
be entitled to payment only after payment on our senior indebtedness. In
addition, we are a holding company that conducts all of our operations through
subsidiaries. As a result, claims of the holders of the debt securities will
generally have a junior position to claims of creditors of our subsidiaries and
preferred shareholders of our subsidiaries, except to the extent that our
company is recognized as a creditor of those subsidiaries.

The senior debt securities will be issued under an indenture between our
company and Wilmington Trust Company, as trustee for the senior debt securities.
The subordinated debt securities will be issued under an indenture between our
company and Wilmington Trust FSB, as trustee for the subordinated debt
securities. We have summarized the material features of the debt securities that
will be included in the indentures. We encourage you to read the form of the
indentures and our recent periodic and current reports that we file with the
SEC. The indentures are included as exhibits to this registration statement.
Directions on how you can get copies of these reports are provided under "Where
You Can Find More Information" below.

General Indenture Provisions that Apply to Senior Debt Securities and
Subordinated Debt Securities

. Neither form of indenture limits the amount of debt securities that we
may issue thereunder.

. If we comply with the requirements of the indentures, we may merge or
consolidate with another company, or sell all or substantially all of
our assets to another company. If these events occur, the other company
will be required to assume our responsibilities relating to the debt
securities, and we will be released from all liabilities and
obligations. There is no restriction on other companies merging into our
company.

. Generally, the indentures provide that holders of a majority of the
total principal amount of outstanding debt securities of all series
affected by a proposed change to certain of our obligations may vote to
change our obligations or your rights concerning the debt securities of
those series. For this purpose, the holders of debt securities of all
series will vote as a class. However, to change the amount or timing of
principal, interest or other payments under a series of debt securities,
every holder in that series must consent.

Events of Default

Each indenture provides that each of the following is an event of
default:

. If we do not pay interest for 30 days after its due date.

. If we do not pay principal or premium when due.

. If we do not make any sinking fund payment for 30 days after its due
date.

. If we continue to breach a covenant for 90 days after notice.

. If a bankruptcy or insolvency event set forth in the indenture
occurs.

If an event of default occurs with respect to any series of debt
securities, the trustee or holders of 25% of the outstanding principal amount of
that series may declare the principal amount of that series immediately payable
or, in the case of a bankruptcy or insolvency event, the principal amount of all
series under the indenture immediately payable. However, holders of a majority
of the principal amount may rescind this action.

2
<PAGE>

General Indenture Provisions that Apply Only to Senior Debt Securities

The prospectus supplement relating to a series of senior debt securities
will describe any material covenants or any special events of default in respect
of such series of senior debt securities.

General Indenture Provisions that Apply Only to Subordinated Debt Securities

The subordinated debt securities will be subordinated to all senior
indebtedness, which includes all indebtedness for money borrowed by our company,
except indebtedness that is stated to be not superior to, or to have the same
ranking as, the subordinated debt securities. In addition, claims of our
subsidiaries' creditors and preferred shareholders generally will have priority
with respect to the subsidiaries' assets and earnings over the claims of our
creditors, including holders of the subordinated debt securities, even though
those obligations may not constitute senior indebtedness. The subordinated debt
securities, therefore, will be effectively subordinated to creditors, including
trade creditors, and preferred shareholders of our subsidiaries with regard to
the assets of such subsidiaries.

The prospectus supplement relating to a series of subordinated debt
securities will describe any material covenants or special events of default in
respect of such series of subordinated debt securities.

Preference Shares and Depositary Shares

We may issue our preference shares, par value $0.01 per share, in one or
more classes or series. Our Board of Directors will determine for the
preference shares, the dividend, voting, redemption, sinking fund, conversion,
liquidation preference, relative priority and other rights of the class or
series being offered and the terms and conditions relating to its offering and
sale at the time of the offer and sale. We may also issue fractional shares of
preference shares that will be represented by depositary shares and depositary
receipts.

Ordinary Shares

We may issue our ordinary shares, par value $0.01 per share. Holders of
ordinary shares are entitled to receive dividends when declared by the Board of
Directors. The right to receive dividends is also subject to the rights of
holders of preference shares. Each holder of ordinary shares is entitled to one
vote per share. The holders of ordinary shares have no preemptive rights or
cumulative voting rights.

Warrants

We may issue warrants for the purchase of preference shares or ordinary
shares. We may issue warrants independently or together with other securities.
A prospectus supplement relating to the warrants will describe the terms of the
warrants, including the following: the title, number and offering price of the
warrants; the terms on which they may be issued; and the number, designation and
description of the ordinary shares or preference shares that may be purchased
upon exercise of the warrants and the price at which such shares may be
purchased.

Ordinary Share Purchase Rights

We may issue rights to purchase ordinary shares. We may issue ordinary
share purchase rights independently or together with other securities. Our Board
of Directors will determine for the ordinary share purchase rights, the number,
the exercise price, the terms on which they may be issued, the extent of
transferability, the date of commencement and the date of expiration.

3
<PAGE>

RISK FACTORS

Prospective purchasers of our securities should consider carefully, in
addition to the other information contained in, or incorporated by reference
into, this prospectus or any prospectus supplement, the following risk factors:

No Production History - we have not mined any silver or other metals.

Our company has no history of producing silver or other metals. The
development of our economically feasible properties will require the
construction or rehabilitation and operation of mines, processing plants and
related infrastructure. As a result, we are subject to all of the risks
associated with establishing new mining operations and business enterprises.
There can be no assurance that we will successfully establish mining operations
or profitably produce silver or other metals at any of our properties.

History of Losses - we expect losses to continue for at least the next three
years.

As an exploration and development company that has no production history,
we have incurred losses since our inception, and we expect to continue to incur
additional losses for at least the next three years. As of December 31, 1998,
we had an accumulated deficit of $39.8 million. There can be no assurance that
we will achieve or sustain profitability in the future.

Potential Inaccuracy of the Reserves and Other Mineralization Estimates

Unless otherwise indicated, reserves and other mineralization figures
presented in our filings with the Securities and Exchange Commission, press
releases and other public statements that may be made from time to time are
based on estimates of contained silver and other metals made by independent
geologists and/or our own personnel. These estimates are imprecise and depend
on geological interpretation and statistical inferences drawn from drilling and
sampling which may prove to be unreliable. There can be no assurance that:

. such estimates will be accurate;

. reserves and other mineralization figures will be accurate; or

. reserves or mineralization could be mined and processed profitably.

Since we have not commenced production on any of our properties, reserves
and other mineralization estimates for these properties may require adjustments
or downward revisions based on actual production experience. Extended declines
in market prices for silver, zinc and lead may render portions of our reserves
uneconomic and result in reduced reported reserves. Any material reductions in
estimates of our reserves and other mineralization, or of our ability to extract
such reserves or mineralization, could have a material adverse effect on our
results of operations and financial condition.

We have not established the presence of any proven or probable reserves at
any of our mineral properties other than the San Cristobal project. There can
be no assurance that subsequent testing or future feasibility studies will
establish additional reserves at our properties. The failure to establish
additional reserves could restrict our ability to successfully implement our
strategies for long term growth beyond the San Cristobal project.

San Cristobal Project Risks - the completion of the San Cristobal project is
subject to delays in commencement and completion, our inability to achieve
anticipated production volume and cost increases.

4
<PAGE>

We plan to complete the development of the San Cristobal project and
commence production operations by late 2001. However, there can be no assurance
that:

. the development of the San Cristobal project will be commenced or
completed on a timely basis, if at all;

. the resulting operations will achieve the anticipated production volume;
or

. the construction costs and ongoing operating costs associated with the
development of the San Cristobal project will not be higher than
anticipated.

If the actual cost to complete the development of the San Cristobal project
is significantly higher than expected, there can be no assurance that we will
have enough funds to cover such costs or that we would be able to obtain
alternative sources of financing to cover such costs. Failure to obtain
necessary project financing on acceptable terms, to commence or complete the
development of the San Cristobal project on a timely basis, to achieve
anticipated production capacity, and unexpected cost increases could have a
material adverse effect on our future results of operations and financial
condition.

The successful development of the San Cristobal project is subject to the
other risk factors described in this prospectus.

Dependence on a Single Mining Project - our principal asset is the San Cristobal
project.

We anticipate that the majority, if not all, of our revenues and profits
for the next few years and beyond will be derived from the sale of metals mined
at the San Cristobal project. Therefore, if we are unable to complete and
successfully mine the San Cristobal project in a timely manner, our ability to
generate revenue and profits would be materially adversely affected.

Management of Growth - our success will depend on our ability to manage our
growth.

We anticipate that as we bring our mineral properties into production and
as we acquire additional mineral rights, we will experience significant growth
in our operations. We expect this growth to create new positions and
responsibilities for management personnel and increase demands on our operating
and financial systems. There can be no assurance that we will successfully meet
such demands and manage our anticipated growth.

Volatility of Metals Prices - our profitability will be affected by changes in
the prices of metals.

Our profitability and long-term viability depend, in large part, on the
market price of silver, zinc, lead and other metals. The market prices for such
metals are volatile and are affected by numerous factors beyond our control,
including:

. global or regional consumption patterns;

. supply of, and demand for, silver, zinc, lead and other metals;

. speculative activities;

. expectations for inflation; and

. political and economic conditions.

5
<PAGE>

The aggregate effect of these factors on metals prices is impossible for
our company to predict. A decrease in metals prices could adversely affect our
ability to finance the development of the San Cristobal project and the
exploration and development of our other properties, which would have a material
adverse effect on our financial condition and results of operations.

The following table sets forth (1) the London Silver Market's high and low
spot price of silver in U.S. dollars per troy ounce and (2) the London Metals
Exchange's high and low spot prices of zinc and lead in U.S. dollars per pound,
for the periods indicated.

<TABLE>
<CAPTION>
Silver Zinc Lead
---------- -------- --------
Year High Low High Low High Low
<S> <C> <C> <C> <C> <C> <C>
1994........... 5.75 4.64 0.54 0.41 0.31 0.15
1995........... 6.04 4.41 0.55 0.43 0.35 0.24
1996........... 5.83 4.71 0.50 0.44 0.42 0.30
1997........... 6.27 4.22 0.60 0.47 0.33 0.23
1998........... 6.83 4.88 0.52 0.42 0.27 0.22
</TABLE>

Source:

Hedging and Currency Risks - we may not be successful in hedging against price,
currency and interest rate fluctuations and may lose money through our hedging
programs.

We have commenced a limited preliminary program to hedge against commodity
and base metals price risks. We anticipate that as we bring our mineral
properties into production and we begin to generate revenue, we may utilize
various price hedging techniques to mitigate some of the risks associated with
fluctuations in the prices of the metals we produce. We may also engage in
activities to hedge the risk of exposure to currency and interest rate
fluctuations related to the development of San Cristobal in Bolivia or in other
countries in which we incur substantial expenditures for exploration or
development. Further, terms of certain of our financing arrangements may require
us to hedge against these risks.

There can be no assurance that we will be able to successfully hedge
against price, currency and interest rate fluctuations. In addition, our ability
to hedge against zinc and lead price risk in a timely manner may be adversely
affected by the smaller volume of transactions in both the zinc and lead
markets. Further, there can be no assurance that the use of hedging techniques
will always be to our benefit. Hedging instruments which protect against market
price volatility may prevent us from realizing the benefit from subsequent
increases in market prices with respect to covered production. Such limitation
would limit our revenues and profits. Hedging contracts are also subject to the
risk that the other party may be unable or unwilling to perform its obligations
under such contracts. Any significant nonperformance could have a material
adverse effect on our financial condition and results of operations.

Uncertainty and Cost of Mineral Exploration and Acquisition - the
exploration of mineral properties is highly speculative in nature, involves
substantial expenditures, and is frequently non-productive.

Our future growth and profitability will depend, in part, on our ability to
identify and acquire additional mineral rights, and on the costs and results of
our continued exploration and development programs. Competition for attractive
mineral exploration properties is intense. See "-- Competition." Our strategy is
to expand our reserves through a broad program of exploration. Mineral
exploration is highly speculative in nature and is frequently non-productive.
Substantial expenditures are required to:

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<PAGE>

. establish ore reserves through drilling and metallurgical and other testing
techniques;

. determine metal content and metallurgical recovery processes to extract
metal from the ore; and

. construct, renovate or expand mining and processing facilities.

If we discover mineralization, it usually takes several years from the
initial phases of exploration until production is possible. During this time,
the economic feasibility of production may change. As a result of these
uncertainties, there can be no assurance that we will successfully acquire
additional mineral rights, that our exploration programs will result in new
proven and probable reserves in sufficient quantities to justify commercial
operations in any of our company's properties, other than the San Cristobal
project.

We consider from time to time the acquisition of operating or formerly
operating mines. Our decisions to acquire such properties are based on a variety
of factors including historical operating results, estimates of and assumptions
about future reserves, cash and other operating costs, metals prices and
projected economic returns, and evaluations of existing or potential liabilities
associated with the property and its operation. Other than historical operating
results, all of these may differ significantly from our estimates and
assumptions. In addition, there is intense competition for attractive
properties. Accordingly, there is no assurance that our acquisition efforts will
result in profitable mining operations.

Development Risks - our profitability depends, in part, on actual economic
returns and actual costs of developing mines, which may differ significantly
from our estimates and involve unexpected problems and delays.

None of our mineral properties, including the San Cristobal project, has an
operating history upon which we can base estimates of future cash operating
costs. Our decision to develop the San Cristobal project is based on feasibility
studies. Decisions about the development of other projects in the future may
also be based on feasibility studies. Feasibility studies derive estimates of
reserves and operating costs and project economic returns. Estimates of economic
returns are based, in part, on assumptions about future metals prices. See "--
Volatility of Metals Prices." Feasibility studies derive estimates of cash
operating costs based upon, among other things:

. anticipated tonnage, grades and metallurgical characteristics of ore to be
mined and processed;

. anticipated recovery rates of silver and other metals from the ore;

. cash operating costs of comparable facilities and equipment; and

. anticipated climatic conditions.

Actual cash operating costs, production and economic returns may differ
significantly from those anticipated by our studies and estimates.

There are a number of uncertainties inherent in the development and
construction of any new mine, including the San Cristobal project. See "-- San
Cristobal Project Risks." These uncertainties include:

. the timing and cost, which can be considerable, of the construction of
mining and processing facilities;

7
<PAGE>

. the availability and cost of skilled labor, power, water and transportation
facilities;

. the availability and cost of appropriate smelting and refining
arrangements;

. the need to obtain necessary environmental and other governmental permits,
and the timing of those permits; and

. the availability of funds to finance construction and development
activities.

The costs, timing and complexities of mine construction and development are
increased by the remote location of many mining properties, like the San
Cristobal project. It is common in new mining operations to experience
unexpected problems and delays during mine start-up. In addition, delays in the
commencement of mineral production often occur. Accordingly, there is no
assurance that our future development activities will result in profitable
mining operations.

Title to Our Mineral Properties May be Challenged

Our policy is to seek to confirm the validity of our rights to title to, or
contract rights with respect to, each mineral property in which we have a
material interest. However, we cannot guarantee that title to our properties
will not be challenged or impugned. Title insurance generally is not available,
and our ability to ensure that we have obtained secure claim to individual
mineral properties or mining concessions may be severely constrained. We have
not conducted surveys of all of the claims in which we hold direct or indirect
interests and, therefore, the precise area and location of such claims may be in
doubt. Accordingly, our mineral properties may be subject to prior unregistered
agreements, transfers or claims, and title may be affected by, among other
things, undetected defects. In addition, we may be unable to operate our
properties as permitted or to enforce our rights with respect to such
properties.

Property Rights - we may lose rights to properties if we fail to meet payment
requirements or development or production schedules.

We derive the rights to some of our mineral properties, including some of
our principal properties at the San Cristobal project, from leaseholds or
purchase option agreements which require the payment of rent or other
installment fees. If we fail to make such payments when they are due, our rights
to such property may lapse. There can be no assurance that we will always make
payments by the requisite payment dates. In addition, some contracts with
respect to our mineral properties require development or production schedules.
There can be no assurance that we will be able to meet any or all of such
development or production schedules. In addition, our ability to transfer or
sell our rights to some of our mineral properties requires governmental
approvals or third party consents, which may not be granted.

Mining Risks and Limits of Insurance Coverage - we cannot insure against all of
the risks associated with mining.

The business of mining is subject to a number of risks and hazards,
including:

. adverse environmental effects;

. industrial accidents;

. labor disputes;

. technical difficulties due to unusual or unexpected geologic formations;

. cave-ins; and

8
<PAGE>

. flooding and periodic interruptions due to inclement or hazardous
weather conditions.

Such risks can result in, among other things:

. damage to, and destruction of, mineral properties or production
facilities;

. personal injury;

. environmental damage;

. delays in mining;

. monetary losses; and

. legal liability.

Although we maintain, and intend to continue to maintain, insurance with
respect to our operations and mineral properties within ranges of coverage
consistent with industry practice, there can be no assurance that such insurance
will be available at economically feasible premiums. Insurance against
environmental risks is not generally available. These environmental risks
include potential liability for pollution or other disturbances resulting from
mining exploration and production. In addition, not all risks associated with
developing and producing silver, zinc, lead and other metals are included in
coverage and some covered risks may result in liabilities which exceed policy
limits. Further, we may elect to not seek coverage for all risks. The occurrence
of an event that is not fully covered, or covered at all, by insurance, could
have a material adverse effect on our financial condition and results of
operations.

Foreign Operations - we conduct all of our exploration activities in countries
with developing economies and are subject to the risks of political and economic
instability associated with these countries.

We currently conduct exploration activities in countries with developing
economies including Bolivia, Chile, Honduras, Mexico and Peru in Latin America.
These countries and other emerging markets in which we may conduct operations
have from time to time experienced economic or political instability. We may be
materially adversely affected by risks associated with conducting operations in
countries with developing economies, including:

. political instability and violence;

. war and civil disturbance;

. expropriation or nationalization;

. changing fiscal regimes;

. fluctuations in currency exchange rates;

. high rates of inflation;

. underdeveloped industrial and economic infrastructure; and

. unenforceability of contractual rights.

Changes in mining or investment policies or shifts in the prevailing
political climate in any of the countries in which we conduct exploration and
development activities could adversely affect our business. Our operations may
be affected in varying degrees by government regulations with respect to, among
other things:

9
<PAGE>

. production restrictions;

. price controls;

. export controls;

. income and other taxes;

. maintenance of claims;

. environmental legislation;

. foreign ownership restrictions;

. foreign exchange and currency controls;

. labor;

. welfare benefit policies;

. land use;

. land claims of local residents;

. water use; and

. mine safety.

We cannot accurately predict the effect of these factors. In addition,
legislation in the United States regulating foreign trade, investment and
taxation could have a material adverse effect on our financial condition and
results of operations.

Government Regulation of Environmental Matters - our activities are subject to
foreign environmental laws and regulations which may materially adversely affect
our future operations.

We conduct mineral exploration and development activities primarily in
Central America and South America, and are most active in Bolivia, where the San
Cristobal Project is located, and Mexico. With the development of San Cristobal,
we also expect to conduct mining operations in Bolivia. These countries have
laws and regulations which control the exploration and mining of mineral
properties and their effects on the environment, including air and water
quality, mine reclamation, waste handling and disposal, the protection of
different species of flora and fauna and the preservation of lands. These laws
and regulations will require our company to acquire permits and other
authorizations for certain activities. In many countries, including Bolivia,
there is relatively new comprehensive environmental legislation, and the
permitting and authorization processes may be less established and less
predictable than they are in the United States. There can be no assurance that
we will be able to acquire such permits or authorizations on a timely basis, if
at all. Delays in acquiring any permit or authorization could increase the
development cost of San Cristobal or other projects and could delay the
commencement of production. See "Republic of Bolivia--Environmental
Matters."

Environmental legislation in many countries is evolving in a manner which
will likely require stricter standards and enforcement, increased fines and
penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their officers, directors and employees. In Bolivia, where there is relatively
new environmental legislation, enforcement activities and strategies may be
under development, and thus may be less predictable than in the United States.
We cannot predict what environmental legislation or regulations will be enacted
or adopted in the future or how future laws and regulations will be administered
or interpreted. Compliance with more stringent laws and regulations, as well as
potentially more vigorous enforcement policies or regulatory agencies or
stricter interpretation of existing laws, may (1) necessitate

10
<PAGE>

significant capital outlays, (2) cause us to delay, terminate or otherwise
change our intended activities with respect to one or more projects and (3)
materially adversely affect our future operations.

Many of our exploration and development properties are located in historic
mining districts where prior owners may have caused environmental damage which
may not be known to us or to the regulators. In most cases, we have not sought
complete environmental analyses of our mineral properties and have not conducted
comprehensive reviews of the environmental laws and regulations in every
jurisdiction in which we own or control mineral properties. To the extent we are
subject to environmental requirements or liabilities, the cost of compliance
with such requirements and satisfaction of such liabilities would reduce our net
cash flow and could have a material adverse effect on our financial condition
and results of operations. If we are unable to fund fully the cost of
remediation of any environmental condition, we may be required to suspend
operations or enter into interim compliance measures pending completion of the
required remediation.

Competition - we compete against larger and more experienced companies.

The mining industry is intensely competitive. Many of the largest mining
companies are primarily producers of base metals, and may become interested in
the types of silver deposits on which we are focused because these deposits
typically are polymetallic, containing significant quantities of base metals
such as zinc, lead and copper. Many of these companies have greater financial
resources, operational experience and technical capabilities than we have. We
may encounter increasing competition from other mining companies in our efforts
to acquire mineral properties and hire experienced mining professionals.
Increased competition in our business could adversely affect our ability to
attract necessary capital funding or acquire suitable producing properties or
prospects for mineral exploration in the future.

Holding Company Structure Risks - our ability to obtain dividends or other
distributions from our subsidiaries may be subject to restrictions imposed by
law and foreign currency exchange regulations.

We conduct, and will continue to conduct, all of our operations through
subsidiaries. Our ability to obtain dividends or other distributions from our
subsidiaries may be subject to restrictions on dividends or repatriation of
earnings under applicable local law, monetary transfer restrictions and foreign
currency exchange regulations in the jurisdictions in which the subsidiaries
operate. Our subsidiaries' ability to pay dividends or make other distributions
to our company is also subject to their having sufficient funds to do so. If
our subsidiaries are unable to pay dividends or make other distributions, our
growth may be inhibited unless we are able to obtain additional debt or equity
financing on acceptable terms. In the event of a subsidiary's liquidation, we
may lose all or a portion of our investment in such subsidiary.

Requirement of External Financing - we may not be able to raise the funds
necessary to explore and develop our mineral properties.

We will need external financing to develop and construct the San Cristobal
project and to fund the exploration and development of our other mineral
properties. Sources of such external financing may include bank borrowings and
future debt and equity offerings. There can be no assurance that financing will
be available on acceptable terms, or at all. The failure to obtain such
financing could have a material adverse effect on our growth strategy and our
results of operations and financial condition. The mineral properties that we
are likely to develop are expected to require significant capital expenditures.
There can be no assurance that we will be able to secure the financing necessary
to retain our rights to, or to begin or sustain, production at our mineral
properties.

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<PAGE>

Dependence on Key Personnel

We are dependent on the services of key executives including our chairman
and our chief operating officer and a small number of highly skilled and
experienced executives and personnel focused on the development of the San
Cristobal project. Due to the relatively small size of our company, the loss of
these persons or our inability to attract and retain additional highly skilled
employees required for the development of the San Cristobal project, may delay
or otherwise adversely affect the development of the San Cristobal project,
which could have a material adverse effect on our business or future operations.

Substantial Control By Directors and Officers, and Shareholders - the
substantial control of our company by the directors and officers, and
shareholders may have a significant effect in delaying, deferring or preventing
a change in control of our company or other events which could be of benefit to
our other shareholders.

As of March 1, 1999, Thomas S. Kaplan and the other directors of our
company and officers of Apex Silver Mines Corporation, together with members of
their families and entities that may be deemed to be affiliates of or related to
such persons or entities, beneficially owned approximately 34% of the
outstanding shares of our company . This percentage includes approximately 1.4%
owned by Paul Soros and his affiliates and approximately 6.7% owned by Eduardo
Elsztain and his affiliates . In addition, as of March 1, 1999, Quantum
Industrial Partners LDC and Geosor Corporation collectively owned approximately
17% of the outstanding shares of our company. George Soros, by virtue of his
ownership of Geosor Corporation and his position with Soros Fund Management LLC,
an investment advisor to Quantum Industrial Partners LDC, may have the power to
direct the way that these shares are voted. Such a high level of ownership by
such persons may have a significant effect in delaying, deferring or preventing
a change in control of our company or other events which could be of benefit to
our other shareholders.

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERENCE SHARE DIVIDENDS

Our company is a mining exploration and development company that holds a
portfolio of silver exploration and development properties in South America and
Central America. None of these properties are in production, and, consequently,
our company has no current operating income or cash flow. Accordingly, no ratios
are shown for any of the years ended December 31, 1994, 1995, 1996, 1997 and
1998 and the six-month period ended June 30, 1999 as earnings were not
sufficient to cover fixed charges. As of the date of this prospectus, we have
not issued any preference shares. As a result of the net losses incurred for the
period ended December 31, 1994 and for each of the years ended December 31,
1995, 1996, 1997 and 1998 and the six-month period ended June 30, 1999, earnings
were inadequate to cover fixed charges by $0.2 million, $1.9 million, $11.7
million, $15.0 million and $11.0 million and $4.5 million, respectively.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.

The SEC allows our company to "incorporate by reference" into this
prospectus the information we file with it, which means that we can disclose
important information to you by

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<PAGE>

referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until our offering is completed:

. Annual Report on Form 10-K for the year ended December 31, 1998;

. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;

. Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;

. Current Report on Form 8-K filed on September 7, 1999; and

. The description of the ordinary shares and other classes or series of
shares contained under the caption "Description of Ordinary Shares" in
our registration statement on Form S-1, as amended (File No. 333-34685),
and incorporated by reference into the registration statement on Form 8-
A under the Securities Exchange Act of 1934, as amended, of our company
filed with the SEC on November 18, 1997 .

You may request a copy of these filings at no cost, by writing to or
telephoning us at the following address:

Linda Wilson
Vice President Investor Relations
Apex Silver Mines Corporation
1700 Lincoln Street, Suite 3050
Denver, Colorado 80203
(303) 839-5060

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the document.

FORWARD-LOOKING STATEMENTS

Some information contained in this prospectus or any prospectus supplement,
or incorporated by reference into this prospectus or any prospectus supplement
may contain forward-looking statements. These statements include comments
regarding mine development and construction plans, costs, grade, production and
recovery rates, permitting, financing needs, the availability of financing on
acceptable terms, the timing of engineering studies and environmental
permitting, and the markets for silver, zinc and lead. The use of any of the
words "anticipate", "continue," "estimate," "expect," "may," "will," "project,"
"should," "believe" and similar expressions are intended to identify
uncertainties. We believe the expectations reflected in those forward-looking
statements are reasonable. However, we cannot assure you that such expectations
will prove to be correct. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of the risk factors
set forth below and other factors set forth in, or incorporated by reference
into, this prospectus or any prospectus supplement:

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<PAGE>

. worldwide economic and political events affecting the supply of and demand
for silver, zinc and lead;

. volatility in market prices for silver, zinc and lead;

. financial market conditions, and the availability of financing on terms
acceptable to our company;

. uncertainties associated with developing a new mine, including potential
cost overruns and the unreliability of estimates in early stages of mine
development;

. variations in ore grade and other characteristics affecting mining,
crushing, milling and smelting operations and mineral recoveries;

. geological, technical, permitting, mining and processing problems;

. the availability and timing of acceptable arrangements for power,
transportation, water and smelting;

. uncertainties regarding future changes in tax legislation or
implementation of existing tax legislation;

. variations in smelting operations and capacity;

. the availability of experienced employees; and

. the factors discussed under "Risk Factors."

Many of those factors are beyond our ability to control or predict. You
should not unduly rely on these forward-looking statements. These statements
speak only as of the date of this prospectus or the date of any prospectus
supplement. Except as required by law, we are not obligated to publicly release
any revisions to these forward-looking statements to reflect future events or
developments. All subsequent written and oral forward-looking statements
attributable to our company and persons acting on our behalf are qualified in
their entirety by the cautionary statements contained in this section and
elsewhere in this prospectus and any prospectus supplement.

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<PAGE>

THE COMPANY

Apex Silver Mines Limited explores and develops silver properties in South
America and Central America. We have one of the largest, most diversified
portfolios of privately owned and controlled silver exploration properties in
the world. Since we were founded in 1993, we have added to our portfolio
approximately 95 non-producing silver and other mineral properties located
primarily in or near the traditional silver-producing regions of Bolivia, Peru,
Chile, Honduras and Mexico.

Since 1993, our exploration efforts have produced our first development
project, the San Cristobal project located in southern Bolivia. Continued
drilling and analysis of the properties relating to the San Cristobal project
established that proven and probable reserves total 240 million tonnes of ore
grading 2.0 ounces per tonne of silver, 1.67 percent zinc and 0.58 percent lead
containing 470 million ounces of silver, 8.8 billion pounds of zinc and 3.1
billion pounds of lead.

We have completed a final, bankable feasibility study on the San Cristobal
project . Based on the results of this study we anticipate developing a large
scale, open pit mining operation with low stripping ratios, which we believe
will be capable of processing 40,000 tonnes of ore per day using conventional
mining and processing technologies.

In addition, exploration efforts at other properties in Bolivia, Mexico and
Peru indicate the presence of sufficient mineralization to warrant additional
exploration and evaluation to determine the potential for future development.

Business Strategy

We are one of a limited number of mining companies which focuses on silver
exploration, development and production. Our strategy is to capitalize on our
sizeable portfolio of silver exploration properties in order to achieve long-
term profits and growth and to enhance shareholder value.

Although our primary focus is on mining silver, we intend to produce other
metals associated with our silver deposits if economically practicable, such as
zinc, lead, copper and gold. Our company is managed by a team of seasoned
mining professionals with significant experience in the identification and
exploration of mineral properties, as well as the construction, development and
operation of large scale, open pit and underground, precious and base metals
mining operations.

The principal elements of our business strategy are to:

. proceed to develop the San Cristobal project into a large scale open pit
mining operation;

. continue to explore and evaluate the Cobrizos silver property in
southern Bolivia and the Platosa silver and zinc property in northern
Mexico;

. continue to explore and develop other properties which we believe are
most likely to contain significant amounts of silver and divesting those
properties that are not of continuing interest; and

. identify and acquire additional mining and mineral properties that we
believe contain significant amounts of silver or have exploration
potential.

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<PAGE>

History, Principal Office

We conduct substantially all of our operations through Apex Silver Mines
and its subsidiaries. Apex Silver Mines was formerly Apex Silver Mines LDC and
is our wholly owned subsidiary . Our company's material assets consist
exclusively of the shares of Apex Silver Mines.

We have a contract with Apex Silver Mines Corporation, a wholly owned
subsidiary of Apex Silver Mines, under which Apex Silver Mines Corporation
provides our company with strategic, financial, planning and other management
services. Apex Silver Mines Corporation maintains its principal office at 1700
Lincoln Street, Suite 3050, Denver, Colorado 80203 and its telephone number is
(303) 839-5060.

Enforceability of Civil Liabilities Under United States Laws

Our company is a Cayman Islands exempted company and some of our directors
reside in jurisdictions outside of the United States. At any one time, all or a
substantial portion of our assets and directors are or may be located in
jurisdictions outside of the United States. Therefore, it could be difficult for
investors to effect within the United States service of process on our company
or any of the directors who reside outside the United States. Further, it could
be difficult to recover against our company or such directors judgments of
courts in the United States, including judgments based upon civil liability
under U.S. federal securities laws and similar state laws. Notwithstanding the
foregoing, our company has irrevocably agreed that it may be served with process
with respect to actions based on offers of the securities offered by this
prospectus in the United States by serving Apex Silver Mines Corporation, 1700
Lincoln Street, Suite 3050, Denver, Colorado 80203, its U.S. agent appointed for
that purpose.

W.S. Walker & Company, our Cayman Islands counsel, has advised our company
that there may be circumstances where the courts of the Cayman Islands would not
enforce:

. judgments of U.S. courts obtained in actions against our company or
directors of our company that are not resident within the United
States that are based upon the civil liability provisions for the U.S.
federal securities laws and similar state laws; or

. original actions brought in the Cayman Islands against our company or
such persons based solely upon U.S. federal securities laws.

There is no treaty in effect between the United States and the Cayman
Islands providing for such enforcement. There are grounds upon which Cayman
Islands courts may not enforce judgments of U.S. courts. In addition, some
remedies that are available under the laws of U.S. jurisdictions, including some
remedies under U.S. federal securities laws, may not be allowed in Cayman
Islands courts as being contrary to public policy.

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<PAGE>

REPUBLIC OF BOLIVIA

We have compiled the following information from governmental and private
publications.

General Information

Bolivia is situated in central South America and is bordered by Peru,
Brazil, Paraguay, Argentina and Chile. It has an area of 1,098,581 square
kilometers and a population of approximately 8.1 million people. Bolivia's
official and most widely spoken language is Spanish, but over 70 percent of the
population is either native Aymara or Quechua Indian. Sucre is the capital city
of Bolivia. La Paz is the seat of government and, with a population of over one
million people, the largest city in Bolivia. La Paz is situated on the
Altiplano, the high plateau which separates the eastern and western ranges of
the Andes. The land in this part of the country is largely semi-desert plains
bordered by steep, rugged mountains. The eastern portion of the country consists
of sparsely populated low-lands bordering the Brazilian Amazon basin where
temperate and tropical forests dominate. Santa Cruz is the principal city of the
low country with a population of approximately 1,000,000.

The government of Bolivia consists of a directly elected president and a
bicameral congress. Since the military government stepped down in 1982, Bolivia
has maintained a stable democratic system with elections every four years. The
current president, Hugo Banzer, was elected by the congress on August 5, 1997,
after none of the presidential candidates succeeded in winning a majority of the
votes in the general election held in June 1997.

Economy

The Bolivian economy has experienced continuous growth and relatively low,
stable inflation in recent years. This economic performance is generally
ascribed to the deregulation of key sectors of the economy, including oil and
gas, communications, transportation and finance, and to foreign direct
investment which has occurred as part of the recent privatization of formerly
government-owned electricity, telecommunications, railways, aviation and oil and
gas companies. The country's privatization program has involved (1) the sale of
shares in government-owned entities in exchange for capital contributions to the
privatized entities, and (2) the contribution of government-owned shares in such
privatized entities to trust funds established on behalf of all Bolivians over
the age of 21 at the end of 1995. In connection with this program, we have
entered into joint venture agreements with the government mining company,
Comibol, with respect to two properties. Summary information on the Bolivian
economy is set forth in the table below.

<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
GDP Growth........................................ 5.0% 3.7% 4.0% 4.2% 4.7%
GDP per Capita.................................... $ 756 $ 812 $ 860 $1,005 $1,076
Inflation......................................... 8.5% 12.6% 7.9% 6.73% 4.39%
Pubic Section Deficit (non-financial) as
% of GDP........................................ 3.2% 2.3% 2.1% 3.6% 4%
Exports FOB (in millions)......................... $1,124 $1,181 $ 1326 $1,272 $1,206
Imports CIF (in millions)......................... $1,196 $1,433 $1,635 $1,906 $2,083
Current Account Balance (% GDP)................... 3.6% 5.0% 5.2% -8% -10%
Total Investment (in millions).................... $ 794 $ 898 $ 540 $1,578 $1,754
Share of GDP (%).................................. 13.3% 13.7% 7.6% 19.8% 20.5%
Public Investment (in millions)................... $ 481 $ 505 $ 524 $ 582 $ 539
Share of GDP (%).................................. $ 481 $ 505 7.6% 7.3% 6.3%
Private Investment (in millions).................. $ 288 $ 373 $ 632 $ 996 $1,215
Share of GDP (%).................................. 4.8% 5.7% 8.9% 12.5% 14.2%
</TABLE>

Source: Latin Finance

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<PAGE>

The official monetary unit of Bolivia is the boliviano, which was
introduced in January 1987 following the adoption in 1985 of a broad based
reform program known as the "New Economic Policy." In the mid-1980s, prior to
the New Economic Policy, Bolivia suffered from hyperinflation, declining foreign
investment, growing balance of payments deficits and a foreign exchange shortage
fueled in part by an increasing disparity between the official and unofficial
exchange rates. The New Economic Policy removed restrictions on exports and
imports, ended most price controls and subsidies, instituted a freeze on public
sector wages and subjected the public sector to rigorous cost cutting. By 1986,
inflation was under control and the International Monetary Fund resumed stand-by
assistance. During the period of the New Economic Policy, the gap between the
official exchange rate and the parallel unofficial rate was bridged. On
December 31, 1998, the exchange rate was 5.65 bolivianos to one U.S. dollar
compared to the exchange rate on December 31, 1997 of 5.37 bolivianos to one
U.S. dollar. Over the past year the boliviano has shown a tendency to
depreciate approximately US$0.01 every 13 days; however this pace has
accelerated recently in response to the devaluation of the Brazilian currency.

The boliviano is freely convertible in Bolivia at a single, public exchange
rate established by twice-weekly auctions held by the Bolivian Central Bank.

Foreign Investment and Tax

Since the New Economic Policy, most restrictions on trade have been removed
or are in the process of being phased out. The remaining material restrictions
applicable to mining in Bolivia are described below. Currently, import levies
stand at ten percent for all items except capital goods, which are subject to a
five percent levy. In March 1991, a new export code introduced further measures
to liberalize trade. In order to prevent transfer pricing and other tax
avoidance mechanisms, almost all foreign trade transactions require the filing
of an aviso de conformidad describing the terms of the underlying
transactions.

The 1990 Investment Law provides for unrestricted repatriation of capital,
freedom to import goods and services, equality under the law between foreign and
domestic companies, and the creation of "free trade zones".

Mining companies in Bolivia are subject to a 25 percent income tax. Taxable
income is determined in accordance with Bolivian generally accepted accounting
principles.

Under the new Bolivian Mining Code, which came into effect on March 17,
1997, there is Complementary Mining Tax applicable to whomever carries out
mining activities. Mining activities are defined to include: prospecting and
exploration; mining or extracting minerals or metals; concentrating mine
products; smelting and refining; and marketing of minerals and metals. The
Complementary Mining Tax is calculated by applying an aliquot to the taxable
base. The aliquot of the Complementary Mining Tax is a variable percentage
indexed to the official U.S. dollar market price for the relevant metal or
mineral. The variable percentage fluctuates between three percent and seven
percent for precious stones and metals and between one percent and five percent
for other metallic minerals. The taxable base is construed as the amount that
results from multiplying the weight of the fine content of the mineral or metal
by its official U.S. dollar market price. This tax is creditable against
corporate income and is, in effect, a minimum tax on mining companies. If
complementary mining tax payments in any fiscal year exceed corporate income tax
payments, the excess is a credit against corporate income in the following year.
Manufacturing or processing involving minerals is not subject to the
Complementary Mining Tax.

Bolivian source income, including dividends, interest, management fees and
expenses charged to a Bolivian company by foreign affiliates, is subject to a
withholding tax of 12.5 percent, as is any of these payments when made to third
parties.

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<PAGE>

Operating losses are adjusted for inflation and may be carried forward and
deducted from taxable income indefinitely. However, if accrued losses exceed 50
percent of capital, the capital must be increased.

Bolivia assesses a 12.5 percent tax on profits of a branch of a foreign
corporation operating in Bolivia. The branch tax is calculated on the book
profits of the branch regardless of remittances. Any portion of the profits
reinvested in Bolivia can be excluded from the taxable basis. Book profits are
deemed remitted 120 days after the end of the fiscal year.

There is a 13 percent value added tax ("VAT") on all sales, including
mineral commodities, a five percent import duty on machinery and equipment and a
ten percent duty on imported raw materials and components. The VAT paid on
purchases is recoverable against VAT collected on Bolivian sales. Exports are
not subject to VAT. The exporter can offset the VAT credit arising from
purchases with domestic sales or can apply for a refund of import duties and VAT
paid on inputs and raw materials included in the cost of exported goods.
However, the refund of credits arising from imports is limited to 13 percent of
the total value of the exports and therefore is not recoverable during the
exploration phase.

Mining Industry

Bolivia produces a number of mineral commodities including tin, gold,
silver, lead, zinc, antimony, tungsten, copper and bismuth. The country has long
been a leading mineral and precious metals producer. Bolivia was colonized in
the early sixteenth century by Spaniards who arrived in search of silver and
gold. The extensive silver mining operations in Potosi which developed under
Spanish rule led to the region being described as the "treasury of the Spanish
empire." In the early twentieth century, tin became the country's leading
mineral export although in recent years the focus has returned to gold, silver,
lead and zinc. The country's principal mining regions are the eastern part of
Bolivia along the Brazilian border, and the traditional mining areas of the
Altiplano and Cordillera.

Recent regulatory reforms have resulted in increased exploration
activities, particularly with respect to precious metals. In the early 1990s,
the government reformed the land tenure system, reduced taxes on mining
operations, established equal treatment under the law between Comibol and
foreign companies in obtaining mineral concessions, and created a national
Mining Inventory Service which will maintain up-to-date information, including
maps, for exploration and mining exploration concessions.

Mining Concessions

Pursuant to the Bolivian constitution, all mineral deposits are the
property of the State. Mining concessions, which may be awarded by the
government, grant the holder, subject to the payment of patents, the real and
exclusive right to carry out prospecting, exploration, exploitation,
concentration, smelting, refining and marketing activities with respect to all
mineral substances located within a given concession. Individual mineral claims
consist of indivisible squares shaped like an inverted pyramid, whose lower
vertex is the center of the earth and whose surface area covers a total area of
25 hectares. Mining concessions are comprised of no fewer than one and no more
than 2,500 adjacent squares. Mining concessions are distinct from the surface
rights which comprise traditional land ownership; holders of mining concessions
are entitled to explore and exploit a property and to use the water found at the
property. Expropriation or the establishment of easements may not be legally
carried out if the water supplies for a population are interrupted or negatively
affected.

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<PAGE>

of more than 1,000 mining claims pay the equivalent of $1.00 per claim per year
for the first five years of the existence of the concession; thereafter, the
patent increases to the equivalent of $2.00 per claim per year. Concessions
established under the new Mining Code pay the following: for the first five
years of the existence of a concession, the owner is required to pay the
equivalent of $25.00 per square per year; thereafter the patent increases to the
equivalent of $50.00 per square per year. All of our Bolivian concessions were
established prior to enactment of the new Mining Code.

Mining concessions are liable to forfeiture when the corresponding annual
patent fails to be paid. Forfeiture is governed by law and does not require any
administrative or judicial declaration. When a concession has been forfeited,
the mining concession reverts to the State.

Environmental Matters

In 1992, the Bolivian government passed environmental legislation that
established a comprehensive scheme for the initiation of a national
environmental policy to protect the environment, promote sustainable
development, promote the preservation of biological diversity and promote
environmental education. Few environmental regulations specifically applicable
to mineral exploration companies in Bolivia have been proclaimed to date. At
present, concession holders must maintain waterways running through their
concessions in their unspoiled state and concession holders must employ
exploration and development techniques that will minimize environmental damage.
Under Bolivia's environmental regulations, environmental impact assessments are
required. In practice, foreign mining companies operating in Bolivia generally
adhere to U.S. and European environmental standards for mining and exploration.

The new Mining Code requires concession holders to minimize damage to
surface rights, to neighboring concessions and to the environment. Concession
holders are liable for damage or injury caused by their operations. Concession
holders are not obliged to remediate environmental damage caused prior to the
effectiveness of the new Mining Code or the date on which the mining concession
was obtained, if the concession was granted at a later date. Upon becoming the
owner of a concession, the concession holder must conduct an environmental audit
to determine the extent of any environmental damage. If an environmental audit
is not performed, the concession holder assumes the responsibility to mitigate
all environmental damage. Environmental liabilities incurred under this new
regime survive the existence or ownership of the relevant concession.

Labor Market

Bolivia has a large pool of unskilled and, in the mining sector, semi-
skilled labor, but a relative shortage of skilled labor and managerial expertise
overall. One percent of the payroll tax is used for worker training. A large
portion of the labor force that is engaged in wage employment is also unionized,
although union participation is not mandatory. Strikes, the frequency of which
have decreased greatly since the early 1980s, are not forbidden. However,
before a strike may be called, all legally mandated alternatives, such as
negotiation, mediation and conciliation, must have been exhausted. Collective
bargaining agreements are very rare, as negotiations are generally carried out
between an individual company's union and management.

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USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement, the net proceeds we
receive from the sale of the securities offered by this prospectus and the
accompanying prospectus supplement will be used for one or more of the following
purposes:

. constructing and developing the San Cristobal project;

. exploring and developing properties in our portfolio;

. maintaining control or ownership of our properties, including making
ongoing lease and royalty payments and paying other maintenance and
registration fees;

. acquiring additional mining related properties or businesses; and

. financing other general corporate purposes.

DESCRIPTION OF THE DEBT SECURITIES

The following description of the terms of the debt securities sets forth
general terms that may apply to the debt securities. The particular terms of any
debt securities will be described in the prospectus supplement relating to those
debt securities.

The debt securities will be either our senior debt securities or our
subordinated debt securities. The senior debt securities will be issued under an
indenture be entered into between our company and Wilmington Trust Company, as
trustee for the senior debt securities. The subordinated debt securities will be
issued under an indenture to be entered into between our company and Wilmington
Trust FSB, as trustee for the subordinated debt securities.

The following summary of the material provisions of the indentures is not
complete. You should refer to the indentures, copies of which are exhibits to
the registration statement of which this prospectus is a part. Section
references below are to the section in the applicable indenture.

We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of the debt securities
will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that our company may be recognized as a
creditor of those subsidiaries. Claims of creditors of our subsidiaries other
than our company may include substantial amounts of long-term debt, commercial
paper and other short-term borrowings.

General

Neither indenture limits the amount of debt securities that we may issue
thereunder. Each indenture provides that debt securities may be issued up to the
principal amount authorized by our company from time to time. The senior debt
securities will have the same ranking as all of our other unsecured and
unsubordinated debt. The subordinated debt securities will be unsecured and will
be subordinated and junior to all senior indebtedness.

The debt securities may be issued in one or more separate series of senior
debt securities and/or subordinated debt securities. The prospectus supplement
relating to the particular series of debt securities being offered will specify
the particular amounts, prices and terms of those debt securities. These terms
may include:

. the title of the debt securities;

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. any limit upon the aggregate principal amount of the debt
securities;

. the date or dates, or the method of determining the dates, on which
the debt securities will mature;

. the interest rate or rates of the debt securities, or the method of
determining those rates, the interest payment dates and, for
registered debt securities, the Regular Record Dates;

. if a debt security is issued with original issue discount, the yield
to maturity;

. the places where payments may be made on the debt securities;

. any mandatory or optional redemption provisions applicable to the debt
securities;

. any sinking fund or analogous provisions applicable to the debt
securities;

. any conversion or exchange provisions applicable to the debt
securities;

. any terms for the attachment to the debt securities of warrants,
options or other rights to purchase or sell our securities;

. the portion of the principal amount of the debt security payable upon
the acceleration of maturity if other than the entire principal amount
of such debt securities;

. any deletions of, or changes or additions to, the events of default or
covenants applicable to the debt securities;

. if other than U.S. dollars, the currency or currencies, including
European Currency Units, the euro and other composite currencies, in
which payments of principal, premium and/or interest on the debt
securities will be payable and whether the holder may elect payment to
be made in a different currency;

. the method of determining the amount of any payments on the debt
securities which are linked to an index;

. whether the debt securities will be issued in fully registered form
without coupons or in bearer form, with or without coupons , or any
combination of these, and whether they will be issued in the form of
one or more global securities in temporary or definitive form;

. any terms relating to the delivery of the debt securities if they are
to be issued upon the exercise of warrants;

. whether and on what terms we will pay additional amounts to holders of
the debt securities that are not U.S. persons in respect of any tax,
assessment or governmental charge withheld or deducted and, if so,
whether and on what terms we will have the option to redeem the debt
securities rather than pay the additional amounts; and

. any other specific terms of the debt securities.

(Sections 2.2 and 3.1).

Unless otherwise specified in the applicable prospectus supplement, (1) the
debt securities will be registered debt securities and (2) debt securities
denominated in U.S. dollars will be issued, in

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the case of registered debt securities, in denominations of $1,000 or an
integral multiple of $1,000 and, in the case of bearer debt securities, in
denominations of $5,000. debt securities may bear legends required by United
States federal tax law and regulations (Section 4.1).

If any of the debt securities are sold for any foreign currency or currency
unit or if any payments on the debt securities are payable in any foreign
currency or currency unit, the prospectus supplement will contain any
restrictions, elections, tax consequences, specific terms and other information
with respect to such debt securities and such foreign currency or currency
unit.

Some of the debt securities may be issued as original issue discount debt
securities. Original issue discount securities bear no interest during all or a
part of the time that such debt securities are outstanding or bear interest at
below-market rates and will be sold at a discount below their stated principal
amount at maturity. The prospectus supplement will also contain special tax,
accounting or other information relating to original issue discount securities
or relating to other kinds of debt securities that may be offered, including
debt securities linked to an index or payable in currencies other than U.S.
dollars.

Exchange, Registration and Transfer

Debt securities may be transferred or exchanged at the corporate trust
office of the security registrar or at any other office or agency maintained by
our company for such purposes, without the payment of any service charge, except
for any tax or governmental charges (Section 4.4). The senior trustee initially
will be the designated security registrar in the United States for the senior
debt securities. The subordinated trustee initially will be the designated
security registrar in the United States for the subordinated debt
securities.

If debt securities are issuable as both registered debt securities and
bearer debt securities, the bearer debt securities will be exchangeable for
registered debt securities. Except as provided below, bearer debt securities
will have outstanding coupons. If a bearer debt security with related coupons is
surrendered in exchange for a registered debt security between a record date and
the date set for the payment of interest, the bearer debt security will be
surrendered without the coupon relating to that interest payment and that
payment will be made only to the holder of the coupon when due.

In the event of any redemption in part of any class or series of debt
securities, we will not be required to:

. issue, register the transfer of, or exchange, debt securities of any
series between the opening of business 15 days before any selection of
debt securities of that series to be redeemed and the close of
business on:

. if debt securities of the series are issuable only as registered
debt securities, the day of mailing of the relevant notice of
redemption, and

. if debt securities of the series are issuable as bearer debt
securities, the day of the first publication of the relevant
notice of redemption or, if debt securities of the series are
also issuable as registered debt securities and there is no
publication, the day of mailing of the relevant notice of
redemption;

. register the transfer of, or exchange, any registered debt security
selected for redemption, in whole or in part, except the unredeemed
portion of any registered debt security being redeemed in part; or

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. exchange any bearer debt security selected for redemption, except to
exchange it for a registered debt security which is simultaneously
surrendered for redemption.

(Section 4.4).

Payment and Paying Agent

We will pay principal, interest and any premium on fully registered
securities in the designated currency or currency unit at the office of a
designated paying agent. Payment of interest on fully registered securities may
be made at our option by check mailed to the persons in whose names the debt
securities are registered on days specified in the indentures or any prospectus
supplement. (Sections 4.6 and 4.10).

We will pay principal, interest and any premium on bearer securities in the
designated currency or currency unit at the office of a designated paying agent
or agents outside of the United States. Payments will be made at the offices of
the paying agent in the United States only if the designated currency is U.S.
dollars and payment outside of the United States is illegal or effectively
precluded. (Sections 4.10 and 11.2). If any amount payable on any debt security
or coupon remains unclaimed at the end of two years after such amount became due
and payable, the Paying Agent will release any unclaimed amounts to our company,
and the holder of the debt security or coupon will look only to our company for
payment. (Section 11.3).

The designated paying agent in the United States for the senior debt
securities initially will be the senior trustee located at 1100 North Market
Street, Rodney Square North, Wilmington, Delaware. The designated paying agent
in the United States for the subordinated debt securities initially will be the
subordinated trustee located at 3773 Howard Hughes Parkway, Las Vegas,
Nevada.

Global Securities

The debt securities of a series may be issued in whole or in part in the
form of one or more global certificates that will be deposited with a depositary
whom we will identify in a prospectus supplement. Global debt securities may be
issued in either registered or bearer form and in either temporary or definitive
form. All global debt securities in bearer form will be deposited with a
depositary outside of the United States. We will describe the specific terms of
the depositary arrangement with respect to a series of debt securities in the
applicable prospectus supplement.

Other than with respect to payments, we may treat a person having a
beneficial interest in a definitive global debt security as the holder of the
principal amount of outstanding debt securities represented by the definitive
global debt security as specified in a written statement delivered to the
trustee by the holder of the definitive global debt security, or, in the case of
a definitive global debt security in bearer form, by a depositary in London for
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), and Cedel Bank, societe anonyme ("Cedel Bank").
(Section 4.11). Neither we, the trustee nor any of our respective agents will be
responsible for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a global debt security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. (Section 4.11). We anticipate that the following provisions
will apply to all depositary arrangements with a depositary.

Temporary Global Securities

All or any portion of the debt securities of a series that are issuable as
bearer debt securities initially may be represented by one or more temporary
global debt securities, without interest coupons, to be deposited with
Euroclear, and Cedel Bank for credit to the accounts of the

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beneficial owners of the debt securities or to such other accounts as they may
direct. On and after an exchange date provided in the applicable prospectus
supplement, each temporary global debt security will be exchangeable for
definitive debt securities in bearer form, registered form, definitive global
bearer form or any combination thereof, as specified in the prospectus
supplement. No bearer debt security delivered in exchange for a portion of a
temporary global debt security will be mailed or delivered to any location in
the United States. (Sections 4.2 and 4.3).

Interest on a temporary global debt security will be paid to Euroclear
and/or Cedel Bank with respect to the portion held for its account only after
they deliver to the trustee a certificate which states that such portion:

. is not beneficially owned by a United States person;

. has not been acquired by or on behalf of a United States person or for
offer to resell or for resale to a United States person or any person
inside the United States; or

. if a beneficial interest has been acquired by a United States person,
(a) that such person is a financial institution (as defined in the
Internal Revenue Code of 1986, as amended), purchasing for its own
account or has acquired the debt security through a financial
institution and (b) that the debt securities are held by a financial
institution that has agreed in writing to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code and
the regulations thereunder and that it did not purchase for resale
inside the United States.

The certificate must be based on statements provided by the beneficial owners of
interests in the temporary global debt security. Each of Euroclear and Cedel
Bank will credit the interest received by it to the accounts of the beneficial
owners of the debt security or to such other accounts as they may direct.
(Section 4.3).

"United States person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or an estate or trust with income subject to United
States federal income taxation regardless of its source.

Definitive Global Securities

Bearer Securities. The applicable prospectus supplement will describe the
exchange provisions, if any, of debt securities issuable in definitive global
bearer form. We will not deliver any bearer debt securities delivered in
exchange for a portion of a definitive global debt security to any location in
the United States. (Section 4.4).

U.S. Book-Entry Securities. Debt securities of a series represented by a
definitive global registered debt security and deposited with or on behalf of a
depositary in the United States ("U.S. Book-Entry Debt Securities") will be
represented by a definitive global debt security registered in the name of the
depositary or its nominee. Upon the issuance of a global debt security and the
deposit of the global debt security with the depositary, the depositary will
credit, on its book-entry registration and transfer system, the respective
principal amounts represented by that global debt security to the accounts of
institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents for the sale of such U.S. Book-Entry Debt Securities or
by our company, if such debt securities are offered and sold directly by our
company.

Ownership of U.S. Book-Entry Debt Securities will be limited to
participants or persons that may hold interests through participants. In
addition, ownership of U.S. Book-Entry Debt Securities will be

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evidenced only by, and the transfer of that ownership will be effected only
through, records maintained by the depositary or its nominee for the definitive
global debt security or by participants or persons that hold through
participants.

So long as the depositary, or its nominee, is the registered owner of such
global debt security, such depositary or nominee, as the case may be, will be
considered the sole owner or holder of the U.S. Book-Entry Debt Securities
represented by such global debt security for all purposes under the indenture.
Payment of principal of, and premium and interest, if any, on, U.S. Book-Entry
Debt Securities will be made to the depositary or its nominee as the registered
owner or the holder of the global debt security representing such U.S. Book-
Entry Debt Securities. Owners of U.S. Book-Entry Debt Securities:

. will not be entitled to have such debt securities registered in their
names;

. will not be entitled to receive physical delivery of the debt
securities in definitive form; and

. will not be considered the owners or holders of those debt securities
under the indenture.

The laws of some jurisdictions require that purchasers of securities take
physical delivery of such securities in definitive form. These laws impair the
ability to purchase or transfer U.S. Book-Entry Debt Securities.

We expect that the depositary for U.S. Book-Entry Debt Securities of a
series, upon receipt of any payment of principal of, or premium or interest, if
any, on, the related definitive global debt security, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such global debt
security as shown on the records of such depositary. We also expect that
payments by participants to owners of beneficial interests in such global debt
security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of those participants.

Certain Covenants of the Company

Limitation on Merger, Consolidation and Sales of Assets. We may, without
the consent of the holders of the debt securities, merge into or consolidate
with any other person, or convey or transfer all or substantially all of our
company's properties and assets to another person provided that:

. the successor assumes on the same terms and conditions all the
obligations under the debt securities and the indentures; and

. immediately after giving effect to the transaction, there is no
default under the applicable indenture.

(Section 9.1).

The remaining or acquiring person will be substituted for our company in
the indentures with the same effect as if it had been an original party to the
indenture. (Section 9.2). A prospectus supplement will describe any other
limitations on the ability of our company to merge into, consolidate with, or
convey or transfer all or substantially all or our properties and assets to,
another person.

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Satisfaction and Discharge; Defeasance

We may be discharged from our obligations on the debt securities of any
class or series that have matured or will mature or be redeemed within one year
if we deposit with the trustee enough cash and/or U.S. government obligations or
foreign government securities, as the case may be, to pay all the principal,
interest and any premium due to the stated maturity or redemption date of the
debt securities and comply with the other conditions set forth in the applicable
indenture. The principal conditions that we must satisfy to discharge our
obligations on any debt securities are (1) pay all other sums payable with
respect to the applicable series of debt securities and (2) deliver to the
trustee an officers' certificate and an opinion of counsel which state that the
required conditions have been satisfied. (Section 5.1).

Each indenture contains a provision that permits our company to elect to be
discharged from all of our obligations with respect to any class or series of
debt securities then outstanding. However, even if we effect a legal defeasance,
some of our obligations will continue, including obligations to:

. maintain and apply money in the defeasance trust,

. register the transfer or exchange of the debt securities,

. replace mutilated, destroyed, lost or stolen debt securities, and

. maintain a registrar and paying agent in respect of the debt
securities.

Each indenture also permits our company to elect to be released from our
obligations under certain covenants and from the consequences of an event of
default resulting from a breach of those covenants . To make either of the above
elections, we must deposit in trust with the trustee cash and/or U.S. government
obligations, if the debt securities are denominated in U.S. dollars, and/or
foreign government securities if the debt securities are denominated in a
foreign currency, which through the payment of principal and interest under
their terms will provide sufficient amounts, without reinvestment, to repay in
full those debt securities. As a condition to legal defeasance or covenant
defeasance, we must deliver to the trustee an opinion of counsel that the
holders of the debt securities will not recognize income, gain or loss for U. S.
federal income tax purposes as a result of such deposit and defeasance and will
be subject to U.S. federal income tax in the same amount and in the same manner
and times as would have been the case if such deposit and defeasance had not
occurred. In the case of a legal defeasance only, the opinion of counsel must be
based on a ruling of the U.S. Internal Revenue Service or other change in
applicable U.S. federal income tax law. (Section 5.3).

The indentures specify the types of U.S. government obligations and foreign
government securities that we may deposit.

Events of Default, Notice and Waiver

Each indenture defines an event of default with respect to any class or
series of debt securities as one or more of the following events:

. failure to pay interest on any debt security of the class or series
for 30 days when due;

. failure to pay the principal or any premium on any debt securities of
the class or series when due;

. failure to make any sinking fund payment for 30 days when due;

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. failure to perform any other covenant in the debt securities of such
series or in the applicable indenture with respect to debt securities
of such series for 90 days after being given notice; and

. occurrence of an event of bankruptcy, insolvency or reorganization set
forth in the indenture.

An event of default for a particular class or series of debt securities
does not necessarily constitute an event of default for any other class or
series of debt securities issued under an indenture. (Section 6.1).

In the case of an event of default arising from events of bankruptcy or
insolvency set forth in the indenture, all outstanding debt securities will
become due and payable immediately without further action or notice. If any
other event of default as to a series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the then outstanding debt securities of that series may declare all the debt
securities to be due and payable immediately.

The holders of a majority in aggregate principal amount of the debt
securities then outstanding by notice to the trustee may on behalf of the
holders of all of the debt securities of that series waive any existing default
or event of default and its consequences under the applicable indenture except a
continuing default or event of default in the payment of interest on, or the
principal of, the debt securities of that series.

Each indenture requires the trustee to, within 90 days after the occurrence
of a default known to it with respect to any outstanding series of debt
securities, give the holders of that class or series notice of the default if
uncured or not waived. However, the trustee may withhold this notice if it
determines in good faith that the withholding of this notice is in the interest
of those holders, except that the trustee may not withhold this notice in the
case of a payment default. The term "default" for the purpose of this provision
means any event that is, or after notice or lapse of time or both would become,
an event of default with respect to debt securities of that series. (Section
7.2).

Other than the duty to act with the required standard of care during an
event of default, a trustee is not obligated to exercise any of its rights or
powers under the applicable indenture at the request or direction of any of the
holders of debt securities, unless the holders have offered to the trustee
reasonable security and indemnity. (Section 7.3). Each indenture provides that
the holders of a majority in principal amount of outstanding debt securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or other power
conferred on the trustee if the direction would not conflict with any rule of
law or with the indenture. However, the trustee may take any other action that
it deems proper which is not inconsistent with any direction and may decline to
follow any direction if it in good faith determines that the directed action
would involve it in personal liability. (Section 6.12).

Each indenture includes a covenant that we will file annually with the
trustee a certificate of no default, or specifying any default that exists.
(Section 11.4).

Modification of the Indentures

We and the applicable trustee may modify an indenture without the consent
of the holders for limited purposes, including adding to our covenants or events
of default, establishing forms or terms of debt securities, curing ambiguities
and other purposes which do not adversely affect the holders in any material
respect. (Section 10.1).

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We and the applicable trustee may make modifications and amendments to an
indenture with the consent of the holders of a majority in principal amount of
the outstanding debt securities of all affected series. However, without the
consent of each affected holder, no modification may:

. change the stated maturity of any debt security;

. reduce the principal, premium , if any, or rate of interest on any
debt security;

. change any place of payment or the currency in which any debt security
is payable;

. impair the right to enforce any payment after the stated maturity or
redemption date;

. adversely affect the terms of any conversion right;

. reduce the percentage of holders of outstanding debt securities of any
series required to consent to any modification, amendment or waiver
under the indenture;

. change any of our obligations, with respect to outstanding debt
securities of a series, to maintain an office or agency in the places
and for the purposes specified in the indenture for such series;
or

. change the provisions in the indenture that relate to its modification
or amendment other than to increase the percentage of outstanding debt
securities of any series required to consent to any modification or
waiver under the indenture.

(Section 10.2).

Meetings

The indentures contain provisions for convening meetings of the holders of
debt securities of a series. (Section 14.1). A meeting may be called at any time
by the trustee and also, upon request, by our company or the holders of at least
25% in principal amount of the outstanding debt securities of such series, in
any such case upon notice given in accordance with "Notices" below. (Section
14.2). Persons holding a majority in principal amount of the outstanding debt
securities of a series will constitute a quorum at a meeting. A meeting called
by our company or the trustee that did not have a quorum may be adjourned for
not less than 10 days, and if there is not a quorum at the adjourned meeting,
the meeting may be further adjourned for not less than 10 days. Except for any
consent which must be given by the holders of each debt security affected by the
modifications or amendments of an indenture described above under "Modification
of the Indentures," any resolution presented at a meeting at which a quorum is
present may be adopted by the affirmative vote of the holders of a majority in
principal amount of the outstanding debt securities of that series. But any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver, or other action which may be made, given, or taken by
the holders of a specified percentage, which is equal to or less than a
majority, in principal amount of outstanding debt securities of a series may be
adopted at a meeting at which a quorum is present by the affirmative vote of the
holders of such specified percentage in principal amount of the outstanding debt
securities of that series. Any resolution passed or decision taken at any
meeting of holders of debt securities of any series duly held in accordance with
an indenture will be binding on all holders of debt securities of that series
and the related coupons. However, the indentures provide that if any action is
taken with respect to any consent, waiver, or other action which the indentures
expressly provide may be given by the holders of a specified percentage of
outstanding debt securities of all series affected by the modification or
amendment , acting as one class , only the principal amount of outstanding debt
securities of any series represented at a meeting at which a quorum is present
and voting in favor of such action will be counted for purposes of calculating
the aggregate principal amount of outstanding debt securities of all series
affected by the modification or amendment favoring such action. (Section
14.4).

Notices

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In most instances, notices to holders of bearer debt securities will be
given by publication at least once in a daily newspaper in New York, New York
and in London, England and in such other city or cities as may be specified in
such bearer debt securities and will be mailed to such persons whose names and
addresses were previously filed with the applicable trustee, within the time
prescribed for the giving of such notice. Notice to holders of registered debt
securities will be given by mail to the addresses of such holders as they appear
in the Security Register. (Section 1.6).

Title

Title to any bearer debt securities and any related coupons will pass by
delivery. We, the trustee, and any agent of ours or the trustee may treat the
holder of any bearer debt security or related coupon and, prior to due
presentment for registration of transfer, the registered owner of any registered
debt security as the absolute owner of that debt security for the purpose of
making payment and for all other purposes , regardless of whether or not such
debt security or coupon shall be overdue and notwithstanding any notice to the
contrary (Section 4.7).

Replacement of Securities Coupons

debt securities or coupons that have been mutilated will be replaced by
our company at the expense of the holder upon surrender of such mutilated debt
security or coupon to the security registrar. debt securities or coupons that
become destroyed, stolen, or lost will be replaced by our company at the expense
of the holder upon delivery to the security registrar of evidence of its
destruction, loss, or theft satisfactory to our company and the security
registrar. In the case of a destroyed, lost, or stolen debt security or coupon,
the holder of the debt security or coupon may be required to provide reasonable
security or indemnity to the trustee and our company before a replacement debt
security will be issued. (Section 4.5).

Governing Law

The indentures, the debt securities, and the coupons will be governed by,
and construed under, the laws of the State of New York without regard to the
principles of conflicts of laws.

Concerning the Trustees

We may from time to time maintain lines of credit, and have other customary
banking relationships, with any of the trustees.

Senior Debt Securities

The senior debt securities will rank equally with all of our company's
other unsecured and non-subordinated debt.

Certain Covenants in the Senior Indenture

The prospectus supplement relating to a series of senior debt securities
will describe any material covenants in respect of any series of senior debt
securities.

Subordinated debt securities

The subordinated debt securities will be unsecured. The subordinated debt
securities will be subordinate in right of payment to all senior indebtedness.
(Section 15.1 of subordinated indenture). In addition, claims of creditors of
our subsidiaries, including trade creditors, secured

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creditors, and creditors holding guarantees issued by our subsidiaries, and
claims of preferred shareholders of our subsidiaries generally will have
priority with respect to the assets and earnings of such subsidiaries over the
claims of our creditors, including holders of the subordinated debt securities,
even though such obligations may not constitute senior indebtedness. The
subordinated debt securities, therefore, will be effectively subordinated to
creditors , including trade creditors , and preferred shareholders of our
subsidiaries with regard to the assets of such subsidiaries.

Unless otherwise specified in a prospectus supplement, senior indebtedness
shall mean the principal of, premium, if any, and interest on, (1) all
indebtedness for money borrowed by our company , including all indebtedness of
another person for money borrowed that we guarantee , other than the
subordinated debt securities, whether outstanding on the date of execution of
the subordinated indenture or thereafter created, assumed or incurred, unless
such indebtedness expressly states to have the same rank as the subordinated
debt securities or to rank junior to the subordinated debt securities; and (2)
any deferrals, renewals, or extensions of any such senior indebtedness, except
that senior indebtedness will not include:

. any of our obligations to our subsidiaries; and

. any liability for federal, state, local or other taxes owed or owing
by our company.

The senior debt securities constitute senior indebtedness under the
subordinated indenture. A prospectus supplement will describe the relative
ranking among different series of subordinated debt securities.

Unless otherwise specified in a prospectus supplement, we may not make any
payment on the subordinated debt securities and may not purchase, redeem, or
retire any subordinated debt securities if (1) any senior indebtedness is not
paid when due or (2) the maturity of any senior indebtedness is accelerated as a
result of a default, unless the default has been cured or waived and the
acceleration has been rescinded or such senior indebtedness has been paid in
full. We may, however, pay the subordinated debt securities without regard to
the foregoing if the subordinated trustee and our company receive written notice
approving such payment from the representatives of the holders of senior
indebtedness with respect to which either of the events set forth above has
occurred and is continuing. Unless otherwise specified in a prospectus
supplement, during the continuance of any default with respect to any Designated
senior indebtedness under which its maturity may be accelerated immediately
without further notice or the expiration of any applicable grace periods, we may
not pay the subordinated debt securities for 90 days after the receipt by the
subordinated trustee of written notice of such default from the representatives
of the holders of Designated senior indebtedness. If the holders of Designated
senior indebtedness or the representatives of such holders have not accelerated
the maturity of such Designated senior indebtedness at the end of the 90 day
period, we may resume payments on the subordinated debt securities. Not more
than one such notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to Designated senior
indebtedness during such period. (Section 15.3 of subordinated indenture).

In the event that we pay or distribute our company's assets to creditors
upon a total or partial liquidation, dissolution or reorganization of our
company or our company's property, the holders of senior indebtedness will be
entitled to receive payment in full of the senior indebtedness before the
holders of subordinated debt securities are entitled to receive any payment .
Until the senior indebtedness is paid in full, any payment or distribution to
which holders of subordinated debt securities would be entitled but for the
subordination provisions of the subordinated indenture will be made to holders
of the senior indebtedness as their interests may appear. However, holders of
subordinated debt securities will be permitted to receive distributions of
shares and debt securities subordinated to the senior indebtedness. (Section
15.2 of subordinated indenture). If a distribution is made to holders of
subordinated debt securities that, due to the subordination provisions, should
not have been made to them, such holders of subordinated debt securities are
required to hold it in trust for the holders

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of senior indebtedness, and pay it over to them as their interests may appear.
(Section 15.5 of subordinated indenture).

If payment of the subordinated debt securities is accelerated because of an
event of default, either we or the subordinated trustee will promptly notify the
holders of senior indebtedness or the representatives of such holders of the
acceleration. We may not pay the subordinated debt securities until five
Business Days after the holders or the representatives of the senior
indebtedness receive notice of such acceleration. Thereafter, we may pay the
subordinated debt securities only if the subordination provisions of the
subordinated indenture otherwise permit payment at that time. (Section 15.4 of
subordinated indenture).

As a result of the subordination provisions contained in the subordinated
indenture, in the event of insolvency, our creditors who are holders of senior
indebtedness may recover more, ratably, than the holders of subordinated debt
securities, and our creditors who are not holders of senior indebtedness may
recover less, ratably, than holders of senior indebtedness and may recover more,
ratably, than the holders of Subordinated Indebtedness.

The prospectus supplement relating to a series of subordinated debt
securities will describe any material covenants in respect of any series of
subordinated debt securities.

DESCRIPTION OF THE PREFERENCE SHARES

The following is a description of the material general terms and provisions
of the preference shares. The particular terms of any class or series of
preference shares will be described in the applicable prospectus
supplement.

The following summary of terms of our preference shares is not complete.
You should refer to the provisions of our Memorandum of Association, the
Articles of Association and the resolutions of the Board of Directors relating
to the approval and terms of each class or series of the preference shares which
will be filed with the SEC at or prior to the time of issuance of such class or
series of the preference shares.

We are authorized to issue up to 75,000,000 shares of our company, par
value $.01 per share. The Board of Directors has the power to designate whether
an issue of shares shall be ordinary shares or preference shares. As of
December 31, 1998, 26,250,761 ordinary shares were outstanding and no preference
shares were outstanding. Subject to limitations prescribed by law, the Board of
Directors is authorized at any time to:

. issue one or more classes or series of preference shares;

. determine the designation for any class or series of preference
shares; and

. determine the number of shares in any class or series.

The Board of Directors in approving the issuance of a class or series of
preference shares shall determine, and the applicable prospectus supplement will
set forth with respect to such class or series, the following:

. whether dividends on that class or series of preference shares will be
cumulative or non-cumulative;

. the dividend rate and rights in respect of dividends on the preference
shares of that class or series;

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. the liquidation preference per share of that class or series of
preference shares, if any;

. the voting powers, if any, of the preference shares of that class or
series;

. any redemption and sinking fund provisions applicable to that class or
series of preference shares;

. any conversion provisions applicable to that class or series of
preference shares;

. the terms of any other preferences or other rights and limitations, if
any, applicable to that class or series of preference shares.

Dividends

Holders of preference shares will be entitled to receive, when, as and if
declared by the Board of Directors, cash dividends at the rates and on the dates
as set forth in the prospectus supplement. Except as set forth below, no
dividends will be declared or paid on any class or series of preference shares
unless full dividends for all classes or series of preference shares which have
the same rank as, or rank senior to, such class or series of preference shares,
including any unpaid cumulative dividends, have been or contemporaneously are
declared and paid. When those dividends are not paid in full, dividends will be
declared pro rata so that the amount of dividends declared per share on that
class or series of preference shares and on each other class or series of
preference shares having the same rank as, or ranking senior to, that class or
series of preference shares will in all cases bear to each other the same ratio
that accrued dividends per share on that class or series of preference shares
and the other preference shares bear to each other. In addition, generally,
unless all dividends on the preference shares have been paid, no dividends will
be declared or paid on the ordinary shares and generally we may not redeem or
purchase any ordinary shares.

Convertibility

No class or series of preference shares will be convertible into, or
exchangeable for, other securities or property except as set forth in the
prospectus supplement.

Redemption and Sinking Fund

No class or series of preference shares will be redeemable or receive the
benefit of a sinking fund except as set forth in the prospectus supplement.

Liquidation

In the event we voluntarily or involuntarily liquidate, dissolve, or wind
up our affairs, the holders of each class or series of preference shares will be
entitled to receive the liquidation preference per share specified in the
prospectus supplement plus an amount equal to accrued and unpaid dividends, if
any, before any distribution to the holders of ordinary shares. If the amounts
payable with respect to preference shares are not paid in full, the holders of
preference shares will share ratably in any distribution of assets based upon
the aggregate liquidation preference for all outstanding shares for each class
or series. After the holders of preference shares are paid in full, they will
have no right or claim to any of our remaining assets.

Voting

Except as indicated below or in the prospectus supplement, the holders of
preference shares will not be entitled to vote. If the equivalent of six
quarterly dividends payable on any class or series of preference shares is in
default, the number of directors constituting our Board of Directors will be
increased by two and the holders of such class or series of preference shares,
voting together as a class

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with all other classes and class or series of preference shares entitled to vote
on such election of directors, will be entitled to elect those additional
directors. In the event of such a default, the Board of Directors will call a
special meeting for the holders of all affected classes or series within 10
business days of the default for the purpose of electing the additional
directors. Alternatively, the holders of record of a majority of the outstanding
shares of all affected classes or series who are entitled to participate in the
election of directors may elect such additional directors by written consent. If
all accumulated dividends on any class or series of preference shares have been
paid in full, the holders of shares of such class or series will no longer have
the right to vote on directors and the term of office of each director so
elected will terminate and the number of our directors will, without further
action, be reduced by two.

The majority vote of the holders of two-thirds of the outstanding shares of
each class or series of preference shares voting together as a class, is
required to authorize any amendment, alteration or repeal of the Articles of
Association, the Memorandum of Association or the adoption of a special
resolution by the shareholders of our company which would adversely affect the
powers, preferences or special rights of the preference shares, including
authorizing any class or series of shares with superior dividend and liquidation
preferences.

Miscellaneous

The holders of preference shares will have no preemptive rights. The
preference shares, when issued, will be fully paid and nonassessable. Preference
shares that we redeem or otherwise reacquire will resume the status of
authorized and unissued shares of share capital undesignated as to class or
series, and will be available for subsequent issuance. There are no restrictions
on repurchase or redemption of the preference shares while there is any
arrearage on sinking fund installments except as may be set forth in a
prospectus supplement. Neither the par value nor the liquidation preference is
indicative of the price at which the preference shares will actually trade on or
after the date of issuance. Payment of dividends on any class or series of
preference shares may be restricted by loan agreements, indentures and other
transactions we may enter into.

No Other Rights

The shares of a class or series of preference shares will not have any
preferences, voting powers or relative, participating, optional or other special
rights except as set forth above or in the prospectus supplement, the Memorandum
of Association, the Articles of Association, the Board of Directors' resolution
approving the issuance of such shares or as otherwise required by law.

Transfer Agent and Registrar

The transfer agent for each class or series of preference shares will be
described in the prospectus supplement.

DESCRIPTION OF THE DEPOSITARY SHARES

We may, at our option, elect to offer fractional shares of preference
shares, rather than full shares of preference shares. If we do, we will issue to
the public receipts for depositary shares and each of these depositary shares
will represent a fraction of a share of a particular class or series of
preference shares. Each owner of a depositary share will be entitled, in
proportion to the applicable fractional interest in shares of preference shares
overlying that depositary share, to all rights and preferences of the preference
shares overlying that depositary share. Those rights include dividend, voting,
redemption and liquidation rights. The particular terms of any depositary shares
will be described in the applicable prospectus supplement.

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The shares of preference shares overlying the depositary shares will be
deposited with a bank or trust company selected by our company under a deposit
agreement between our company, the depositary and the holders of the depositary
receipts. A depositary receipt will evidence the depositary shares issued under
the deposit agreement. The depositary will be the transfer agent, registrar,
and dividend disbursing agent for the depositary shares.

Holders of depositary receipts will agree to be bound by the deposit
agreement. Amy actions required to be taken by holders of depositary receipts,
such as filing proof of residence and paying applicable charges, will be set
forth in the deposit agreement.

The following summary of the material provisions of the depositary shares
contained in this prospectus is not complete. You should refer to the forms of
the deposit agreement, and the Board of Directors' resolutions approving the
issuance of the depositary shares for the applicable class or series of
preference shares that are, or will be, filed with the SEC.

Dividends

The depositary will distribute all cash dividends or other cash
distributions received in respect of the class or series of preference shares
overlying the depositary shares to the record holders of depositary receipts in
proportion to the number of depositary shares owned by those holders on the
relevant record date, which will be the same date as the record date for the
preference shares.

In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary receipts
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with our approval, adopt another method for the distribution, including
selling the property and distributing the net proceeds to the holders.

Liquidation Preference

In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of each depositary share will be entitled to receive the
fraction of the liquidation preference accorded each share of the applicable
class or series of preference shares, as set forth in the prospectus supplement.

Redemption

If a class or series of preference shares overlying the depositary shares
is subject to redemption, the depositary shares will be redeemed from the
proceeds received by the depositary resulting from the redemption, in whole or
in part, of preference shares held by the depositary. Whenever we redeem any
preference shares held by the depositary, the depositary will redeem, as of the
same redemption date, the number of depositary shares representing the
preference shares so redeemed. The depositary will mail the notice of redemption
to the record holders of the depositary receipts promptly upon receiving the
notice from our company and not less than 35 nor more than 60 days prior to the
date fixed for redemption of the preference shares and the depositary
shares.

Voting

Upon receipt of notice of any meeting at which the holders of preference
shares are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
underlying the preference shares. Each record holder of those depositary
receipts on the record date will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the amount of preference shares
overlying that holder's depositary shares. The record date for depositary
receipts will be the same date as the record date for the preference

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shares. The depositary will try, as far as practicable, to vote the preference
shares overlying the depositary shares in accordance with such instructions, and
we will agree to take all action which may be deemed necessary by the depositary
in order to enable the depositary to do so. The depositary will not vote the
preference shares to the extent that it does not receive specific instructions
from the holders of depositary receipts.

Withdrawal of Preference Shares

Owners of depositary shares are entitled, upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid
amount due the depositary, to receive the number of whole shares of preference
shares overlying the depositary shares. Partial shares of preference shares will
not be issued. Such holders of preference shares will not be entitled to deposit
the shares under the deposit agreement to receive depositary receipts evidencing
depositary shares for the preference shares.

Amendment and Termination of Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time and from time to
time by agreement between our company and the depositary. However, any amendment
which materially and adversely alters the rights of the holders of depositary
shares, other than any change in fees, will not be effective unless the
amendment has been approved by at least a majority of the depositary shares then
outstanding. The deposit agreement may be terminated by our company or the
depositary only if (1) all outstanding depositary shares have been redeemed or
(2) there has been a final distribution in respect of the preference shares in
connection with our dissolution and such distribution has been made to all the
holders of depositary shares.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preference shares and the initial issuance of the depositary shares, any
redemption of the preference shares and all withdrawals of preference shares by
owners of depositary shares. Holders of depositary receipts will pay transfer,
income and other taxes and governmental charges and other applicable charges as
provided in the deposit agreement to be for their accounts. The deposit
agreement may list circumstances under which the depositary may refuse to
transfer depositary shares, withhold dividends and distributions, and sell the
depositary shares evidenced by such depositary receipt if the charges are not
paid.

Miscellaneous

The depositary will forward to the holders of depositary receipts all
reports and communications we deliver to the depositary that we are required to
furnish to the holders of the preference shares. In addition, the depositary
will make available for inspection by holders of depositary receipts at the
principal office of the depositary, and at such other places as it may from time
to time deem advisable, any reports and communications we deliver to the
depositary as the holder of preference shares.

Neither we nor the depositary will be liable if either of us are prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the Deposit Agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the Deposit Agreement. Neither we nor the depositary will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preference shares unless

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<PAGE>

satisfactory indemnity is furnished. We and the depositary may rely on written
advice of counsel or accountants, on information provided by holders of
depositary receipts or other persons believed in good faith to be competent to
give such information, and on documents believed to be genuine and to have been
signed or presented by the proper party or parties.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering a notice to our company
of its election to do so. We may remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. The successor depositary must
be appointed within 60 days after delivery of the notice for resignation or
removal and must be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$50,000,000.

Federal Income Tax Consequences

Owners of the depositary shares will be treated for federal income tax
purposes as if they were owners of the preference shares overlying the
depositary shares. Accordingly, such owners will be entitled to take into
account for federal income tax purposes income and deductions to which they
would be entitled if they were holders of such preference shares. In addition,
(1) no gain or loss will be recognized for federal income tax purposes upon the
withdrawal of preference shares in exchange for depositary shares, (2) the tax
basis of each share of preference shares to an exchanging owner of depositary
shares will, upon such exchange, be the same as the aggregate tax basis of the
depositary shares exchanged, and (3) the holding period for preference shares in
the hands of an exchanging owner of depositary shares will include the period
during which such person owned such depositary shares.

DESCRIPTION OF THE ORDINARY SHARES

As of the date of this prospectus, our authorized share capital consists of
75,000,000 shares, par value $.01 per share. We are authorized to issue up to an
aggregate of 75,000,000 ordinary shares and preference shares. As of June 30,
1999, 26,258,386 ordinary shares were outstanding and no preference shares were
outstanding.

The ordinary shares offered by this prospectus are validly issued, fully
paid and nonassessable. There are no provisions of Cayman Islands law, the
Memorandum of Association or the Articles of Association which impose any
limitation on the rights of shareholders to hold or vote ordinary shares by
reason of their not being resident in the Cayman Islands.

Dividends

Holders of ordinary shares are entitled to receive dividends ratably when
and as declared by the Board of Directors. The right to receive dividends is
also subject to the rights of holders of preference shares.

Voting

Holders of ordinary shares are entitled to one vote per share on all
matters submitted to a vote of shareholders at a shareholders' meeting.

Rights Upon Liquidation

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In the event of our voluntary or involuntary dissolution, liquidation or
winding-up, the holders of outstanding ordinary shares shall be entitled to
share ratably in our assets available for distribution after payment in full of
all debts and after the holders of preference shares have received their
liquidation preferences in full.

Miscellaneous

Ordinary shares are not redeemable and have no subscription, conversion or
preemptive rights.

DESCRIPTION OF THE WARRANTS

We may issue warrants for the purchase of preference shares or ordinary
shares. Warrants may be issued independently or together with preference shares
or ordinary shares and may be attached to or separate from any offered
securities. Each class or series of warrants will be issued under a separate
warrant agreement to be entered into between our company and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants. This
summary of the material provisions of the warrants is not complete. You should
refer to the provisions of the warrant agreement that will be filed with the SEC
in connection with the offering of warrants for the complete terms of the
warrant agreement.

Share warrants

The prospectus supplement relating to a particular issue of warrants to
issue ordinary shares or preference shares will describe the terms of the
warrants, including the following:

. the title of the warrants;

. the offering price for the warrants, if any;

. the aggregate number of the warrants;

. the designation and terms of the ordinary shares or preference
shares that may be purchased upon exercise of the warrants;

. if applicable, the designation and terms of the securities that the
warrants are issued with and the number of warrants issued with each
security;

. if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable;

. the number of ordinary shares or preference shares that may be
purchased upon exercise of a Warrant and the price at which such shares
may be purchased upon exercise;

. the dates on which the right to exercise the warrants shall commence
and expire;

. if applicable, the minimum or maximum amount of the warrants that
may be exercised at any one time;

. the currency or currency units in which the offering price, if any,
and the exercise price are payable;

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. if applicable, a discussion of material U.S. federal income tax
considerations;

. the antidilution provisions of the warrants, if any;

. the redemption or call provisions, if any, applicable to the
warrants; and

. any additional terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the warrants.

DESCRIPTION OF THE ORDINARY SHARE PURCHASE RIGHTS

General

We may issue ordinary share purchase rights. The ordinary share purchase
rights may be issued independently or together with any other security and may
or may not be transferable by the purchaser receiving the ordinary share
purchase rights. In connection with an ordinary share purchase rights offering
to our shareholders, certificates evidencing the ordinary share purchase rights
and a prospectus supplement will be distributed to our shareholders on the
record date for receiving ordinary share purchase rights in such ordinary share
purchase rights offering set by us.

The prospectus supplement relating to an ordinary share purchase rights
offering will describe the following terms of the ordinary share purchase rights
in respect of which this prospectus is being delivered:

. the exercise price for such ordinary share purchase rights;

. the number of such ordinary share purchase rights issued to each
shareholder;

. the extent to which such ordinary share purchase rights are
transferable;

. if applicable, a discussion of the material U.S. federal income tax
considerations applicable to the issuance or exercise of such ordinary
share purchase rights;

. any other terms of such ordinary share purchase rights, including
terms, procedures and limitations relating to the exchange and
exercise of such ordinary share purchase rights;

. the date on which the right to exercise such ordinary share purchase
rights shall commence, and the date on which such right shall
expire;

. the extent to which such ordinary share purchase rights includes an
over-subscription privilege with respect to unsubscribed securities;
and

. if applicable, the material terms of any standby underwriting
arrangement entered into by us in connection with the ordinary share
purchase rights offering.

Exercise of the Ordinary Share Purchase Rights

Holders of ordinary share purchase rights will be entitled to purchase for
cash such principal amount of ordinary shares at such exercise price as shall in
each case be set forth in, or be determinable as set forth in, the prospectus
supplement relating to the ordinary share purchase rights offering. The ordinary
share purchase rights may be exercised at any time up to the close of business
on the expiration date for such ordinary share purchase rights set forth in the
prospectus supplement. After

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the close of business on the expiration date, all unexercised ordinary share
purchase rights will become void.

The ordinary share purchase rights may be exercised as set forth in the
prospectus supplement relating to the ordinary share purchase rights offering.
Upon receipt of payment and the ordinary share purchase rights certificate
properly completed and duly executed at the corporate trust office of the agent
for the ordinary share purchase rights or any other office indicated in the
prospectus supplement, we will, as soon as practicable, forward the ordinary
shares purchasable upon such exercise. In the event that not all of the ordinary
share purchase rights issued in any ordinary share purchase rights offering are
exercised, we may decide to offer any unsubscribed ordinary shares directly to
persons other than shareholders, to or through agents, underwriters or dealers
or under standby underwriting arrangements or through a combination of such
methods, as set forth in the applicable prospectus supplement.

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PLAN OF DISTRIBUTION

We may sell the securities to or through underwriters or dealers, directly
to other purchasers or through agents. Unless otherwise set forth in a
prospectus supplement, (1) any such underwriters may include Salomon Smith
Barney and Merrill Lynch & Co., acting alone or as representatives of a group of
underwriters, and (2) any such agents may include Salomon Smith Barney and
Merrill Lynch & Co. A prospectus supplement will set forth the names of such
underwriters, dealers or agents, if any, and any applicable commissions or
discounts. In addition, we may from time to time distribute the ordinary share
purchase rights and issue ordinary shares directly to purchasers or through
agents in connection with the exercise of ordinary share purchase rights. In
addition, in connection with any ordinary share purchase rights offering to our
shareholders, we may enter into a standby underwriting arrangement with one or
more underwriters under which such underwriter will purchase any ordinary shares
remaining unsubscribed for after such ordinary share purchase rights offering.
The applicable prospectus supplement will set forth the terms of the offering of
the securities, including the following:

. the name or names of any underwriters;

. the purchase price and the proceeds which we will receive from
such sale;

. any underwriting discounts and other items constituting
underwriters' compensation;

. any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers; and

. any securities exchanges on which the securities of such class or
series may be listed.

If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate. The
obligations of the underwriters to purchase securities will be subject to the
conditions precedent agreed to by the parties and the underwriters will be
obligated to purchase all the securities of a class or series if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

Securities may be sold directly by our company or through agents designated
by our company from time to time. Any agent involved in the offer or sale of the
securities in respect of which this prospectus is delivered will be named, and
any commissions payable by our company to such agent will be set forth, in the
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period of its
appointment.

We may authorize agents or underwriters to solicit offers by eligible
institutions to purchase securities from our company at the public offering
price set forth in the prospectus supplement under delayed delivery contracts
providing for payment and delivery on a specified date in the future. The
conditions to these contracts and the commissions payable for solicitation of
such contracts will be set forth in the applicable prospectus supplement.

Agents and underwriters may be entitled to indemnification by our company
against some civil liabilities, including liabilities under the Securities Act
of 1933, or to contribution with respect to payments which the agents or
underwriters may be required to make relating to such liabilities. Agents and
underwriters may be customers of, engage in transactions with, or perform
services for, our company in the ordinary course of business.

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Each class or series of securities will be a new issue of securities with
no established trading market. Any underwriter may make a market in such
securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any securities.

LEGAL MATTERS

Some U.S. legal matters, including the validity of the securities offered
by this prospectus, will be passed upon for our company by Akin, Gump, Strauss,
Hauer & Feld, L.L.P., New York, New York, our special legal counsel, and some
Cayman Islands legal matters, including the validity of the securities offered
by this prospectus, will be passed upon for our company by W.S. Walker &
Company, Grand Cayman, Cayman Islands.

EXPERTS

The consolidated financial statements of Apex Silver Mines Limited
incorporated by reference in this Registration Statement by reference to the
Annual Report on Form 10-K for the year ended December 31, 1998, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

Reserves for the San Cristobal project were calculated by Mine Reserves
Associates, Inc. All such figures are included in this prospectus in reliance
upon the authority of that firm as experts in such matters.

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You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have
authorized no one to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other that the date on the front of this document.

[APEX SILVER MINES LIMITED LOGO]

APEX SILVER MINES LIMITED

ORDINARY SHARES

____________

PROSPECTUS

____________

__________, 1999

43
<PAGE>

SUBJECT TO COMPLETION DATED SEPTEMBER 7, 1999

PROSPECTUS

APEX SILVER MINES LIMITED

1,756,764 ORDINARY SHARES

________________

You should read this prospectus and any supplement carefully before you
invest.

The ordinary shares offered by this prospectus are being offered by the
stockholders of our company named in the section entitled "Selling Stockholders"
on page 21. The selling stockholders may sell the ordinary shares from time to
time in various types of transaction including:

. on the American Stock Exchange; and

. in privately negotiated transactions.

For additional information on methods of sale, you should refer to the
section entitled "Plan of Distribution" on page 24. Our company will not receive
any portion of the proceeds from the sale of these shares.

Our company's ordinary shares are listed on the American Stock Exchange
under the symbol "SIL."

Investing in these securities involves significant risks. See the Risk
Factors section beginning on page 3.

The information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not an offer to buy these securities in any
state where the offer or sale is not permitted.

Concurrently with the sale of up to 1,756,764 ordinary shares hereunder,
our company is filing a prospectus under Rule 415 of the Securities Act of 1933,
as amended, pursuant to which our company may offer debt securities, preference
shares, depositary shares, ordinary shares, warrants and ordinary share purchase
rights. Consummation of sales under this prospectus is not contingent upon the
consummation of any such offering by our company.

The date of this prospectus is ___________, 1999.
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
SUMMARY........................................................... 3
RISK FACTORS...................................................... 3
WHERE YOU CAN FIND MORE INFORMATION............................... 12
FORWARD-LOOKING STATEMENTS........................................ 13
THE COMPANY....................................................... 15
REPUBLIC OF BOLIVIA............................................... 17
USE OF PROCEEDS................................................... 22
SELLING STOCKHOLDERS.............................................. 22
DESCRIPTION OF THE ORDINARY SHARES................................ 22
PLAN OF DISTRIBUTION.............................................. 23
LEGAL MATTERS..................................................... 25
EXPERTS........................................................... 25
</TABLE>

2
<PAGE>

SUMMARY

The Company

Apex Silver Mines Limited explores and develops silver properties in South
America and Central America. We have one of the largest, most diversified
portfolios of privately owned and controlled silver exploration properties in
the world. None of our properties are in production, and, consequently, we have
no current operating income or cash flow. Our exploration efforts have produced
our first development project, the San Cristobal project located in southern
Bolivia.

We maintain our registered office at Caledonian House, Jennett Street,
George Town, Grand Cayman, Cayman Islands, British West Indies. Our telephone
number is (345) 949-0050.

Ordinary Shares

Holders of ordinary shares are entitled to receive dividends when declared
by the Board of Directors. The right to receive dividends is also subject to the
rights of holders of preference shares. Each holder of ordinary shares is
entitled to one vote per share. The holders of ordinary shares have no
preemptive rights or cumulative voting rights.

RISK FACTORS

No Production History - we have not mined any silver or other metals.

History of Losses - we expect losses to continue for at least the next three
years.

As an exploration and development company that has no production history,
we have incurred losses since our inception, and we expect to continue to incur
additional losses for at least the next three years. As of December 31, 1998, we
had an accumulated deficit of $39.8 million. There can be no assurance that we
will achieve or sustain profitability in the future.

3
<PAGE>

Potential Inaccuracy of the Reserves and Other Mineralization Estimates

Unless otherwise indicated, reserves and other mineralization figures
presented in our filings with the Securities and Exchange Commission, press
releases and other public statements that may be made from time to time are
based on estimates of contained silver and other metals made by independent
geologists and/or our own personnel. These estimates are imprecise and depend on
geological interpretation and statistical inferences drawn from drilling and
sampling which may prove to be unreliable. There can be no assurance that:

. such estimates will be accurate;

. reserves and other mineralization figures will be accurate; or

. reserves or mineralization could be mined and processed
profitably.

We have not established the presence of any proven or probable reserves at
any of our mineral properties other than the San Cristobal project. There can be
no assurance that subsequent testing or future feasibility studies will
establish additional reserves at our properties. The failure to establish
additional reserves could restrict our ability to successfully implement our
strategies for long term growth beyond the San Cristobal project.

We plan to complete the development of the San Cristobal project and
commence production operations by late 2001. However, there can be no assurance
that:

. the development of the San Cristobal project will be commenced or
completed on a timely basis, if at all;

. the resulting operations will achieve the anticipated production
volume; or

. the construction costs and ongoing operating costs associated with the
development of the San Cristobal project will not be higher than
anticipated.

The successful development of the San Cristobal project is subject to the
other risk factors described in this prospectus.

4
<PAGE>

Dependence on a Single Mining Project - our principal asset is the San Cristobal
project.

Management of Growth - our success will depend on our ability to manage our
growth.

Volatility of Metals Prices - our profitability will be affected by changes in
the prices of metals.

. global or regional consumption patterns;

. supply of, and demand for, silver, zinc, lead and other metals;

. speculative activities;

. expectations for inflation; and

. political and economic conditions.

<TABLE>
<CAPTION>
Silver Zinc Lead
---------- -------- --------
Year High Low High Low High Low
<S> <C> <C> <C> <C> <C> <C>
1994............................ 5.75 4.64 0.54 0.41 0.31 0.15
1995............................ 6.04 4.41 0.55 0.43 0.35 0.24
1996............................ 5.83 4.71 0.50 0.44 0.42 0.30
1997............................ 6.27 4.22 0.60 0.47 0.33 0.23
1998............................ 6.83 4.88 0.52 0.42 0.27 0.22
</TABLE>

5
<PAGE>

Source:

Hedging and Currency Risks - we may not be successful in hedging against price,
currency and interest rate fluctuations and may lose money through our hedging
programs.

Uncertainty and Cost of Mineral Exploration and Acquisition- the exploration of
mineral properties is highly speculative in nature, involves substantial
expenditures, and is frequently non-productive.

Our future growth and profitability will depend, in part, on our ability to
identify and acquire additional mineral rights, and on the costs and results of
our continued exploration and development programs. Competition for attractive
mineral exploration properties is intense. See "--Competition." Our strategy is
to expand our reserves through a broad program of exploration. Mineral
exploration is highly speculative in nature and is frequently non-productive.
Substantial expenditures are required to:

. establish ore reserves through drilling and metallurgical and other testing
techniques;

. determine metal content and metallurgical recovery processes to extract
metal from the ore; and

. construct, renovate or expand mining and processing facilities.

6
<PAGE>

liabilities associated with the property and its operation. Other than
historical operating results, all of these may differ significantly from our
estimates and assumptions. In addition, there is intense competition for
attractive properties. Accordingly, there is no assurance that our acquisition
efforts will result in profitable mining operations.

. anticipated tonnage, grades and metallurgical characteristics of ore to be
mined and processed;

. anticipated recovery rates of silver and other metals from the ore;

. cash operating costs of comparable facilities and equipment; and

. anticipated climatic conditions.

Actual cash operating costs, production and economic returns may differ
significantly from those anticipated by our studies and estimates.

There are a number of uncertainties inherent in the development and
construction of any new mine, including the San Cristobal project. See "--San
Cristobal Project Risks." These uncertainties include:

. the timing and cost, which can be considerable, of the construction of
mining and processing facilities;

. the availability and cost of skilled labor, power, water and transportation
facilities;

. the availability and cost of appropriate smelting and refining
arrangements;

. the need to obtain necessary environmental and other governmental permits,
and the timing of those permits; and

. the availability of funds to finance construction and development
activities.

7
<PAGE>

Title to Our Mineral Properties May be Challenged

Property Rights - we may lose rights to properties if we fail to meet payment
requirements or development or production schedules.

Mining Risks and Limits of Insurance Coverage - we cannot insure against all of
the risks associated with mining.

The business of mining is subject to a number of risks and hazards,
including:

. adverse environmental effects;

. industrial accidents;

. labor disputes;

. technical difficulties due to unusual or unexpected geologic
formations;

. cave-ins; and

. flooding and periodic interruptions due to inclement or hazardous
weather conditions.

Such risks can result in, among other things:

. damage to, and destruction of, mineral properties or production
facilities;

. personal injury;

. environmental damage;

. delays in mining;

. monetary losses; and

. legal liability.

8
<PAGE>

. political instability and violence;

. war and civil disturbance;

. expropriation or nationalization;

. changing fiscal regimes;

. fluctuations in currency exchange rates;

. high rates of inflation;

. underdeveloped industrial and economic infrastructure; and

. unenforceability of contractual rights.

. production restrictions;

. price controls;

. export controls;

. income and other taxes;

. maintenance of claims;

. environmental legislation;

. foreign ownership restrictions;

. foreign exchange and currency controls;

. labor;

. welfare benefit policies;

9
<PAGE>

. land use;

. land claims of local residents;

. water use; and

. mine safety.

Government Regulation of Environmental Matters - our activities are subject to
foreign environmental laws and regulations which may materially adversely affect
our future operations.

10
<PAGE>

Competition - we compete against larger and more experienced companies.

Holding Company Structure Risks - our ability to obtain dividends or other
distributions from our subsidiaries may be subject to restrictions imposed by
law and foreign currency exchange regulations.

We conduct, and will continue to conduct, all of our operations through
subsidiaries. Our ability to obtain dividends or other distributions from our
subsidiaries may be subject to restrictions on dividends or repatriation of
earnings under applicable local law, monetary transfer restrictions and foreign
currency exchange regulations in the jurisdictions in which the subsidiaries
operate. Our subsidiaries' ability to pay dividends or make other distributions
to our company is also subject to their having sufficient funds to do so. If our
subsidiaries are unable to pay dividends or make other distributions, our growth
may be inhibited unless we are able to obtain additional debt or equity
financing on acceptable terms. In the event of a subsidiary's liquidation, we
may lose all or a portion of our investment in such subsidiary.

Requirement of External Financing - we may not be able to raise the funds
necessary to explore and develop our mineral properties.

Dependence on Key Personnel

11
<PAGE>

As of March 1, 1999, Thomas S. Kaplan and the other directors of our
company and officers of Apex Silver Mines Corporation, together with members of
their families and entities that may be deemed to be affiliates of or related to
such persons or entities, beneficially owned approximately 34% of the
outstanding shares of our company. This percentage includes approximately 1.4%
owned by Paul Soros and his affiliates and approximately 6.7% owned by Eduardo
Elsztain and his affiliates. In addition, as of March 1, 1999, Quantum
Industrial Partners LDC and Geosor Corporation collectively owned approximately
17% of the outstanding shares of our company. George Soros, by virtue of his
ownership of Geosor Corporation and his position with Soros Fund Management LLC,
an investment advisor to Quantum Industrial Partners LDC, may have the power to
direct the way that these shares are voted. Such a high level of ownership by
such persons may have a significant effect in delaying, deferring or preventing
a change in control of our company or other events which could be of benefit to
our other shareholders.

WHERE YOU CAN FIND MORE INFORMATION

The SEC allows our company to "incorporate by reference" into this
prospectus the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:

. Annual Report on Form 10-K for the year ended December 31, 1998;

. Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;

. Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;

. Current Report on Form 8-K filed on September 7, 1999; and

. The description of the ordinary shares and other classes or series of
shares contained under the caption "Description of Ordinary Shares" in
our registration statement on Form S-1, as amended (File No. 333-
34685), and incorporated by reference into the registration statement
on Form 8-A under the Securities Exchange Act of 1934, as amended, of
our company filed with the SEC on November 18, 1997.

You may request a copy of these filings at no cost, by writing to or
telephoning us at the following address:

Linda Wilson
Vice President Investor Relations
Apex Silver Mines Corporation

12
<PAGE>

1700 Lincoln Street, Suite 3050
Denver, Colorado 80203
(303) 839-5060

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of the
document.

FORWARD-LOOKING STATEMENTS

. worldwide economic and political events affecting the supply of and
demand for silver, zinc and lead;

. volatility in market prices for silver, zinc and lead;

. financial market conditions, and the availability of financing on
terms acceptable to our company;

. uncertainties associated with developing a new mine, including
potential cost overruns and the unreliability of estimates in early
stages of mine development;

. variations in ore grade and other characteristics affecting mining,
crushing, milling and smelting operations and mineral recoveries;

. the availability and timing of acceptable arrangements for power,
transportation, water and smelting;

. uncertainties regarding future changes in tax legislation or
implementation of existing tax legislation;

. variations in smelting operations and capacity;

. the availability of experienced employees; and

. the factors discussed under "Risk Factors."

13
<PAGE>

to our company and persons acting on our behalf are qualified in their entirety
by the cautionary statements contained in this section and elsewhere in this
prospectus and any prospectus supplement.

14
<PAGE>

THE COMPANY

Apex Silver Mines Limited explores and develops silver properties in South
America and Central America. We have one of the largest, most diversified
portfolios of privately owned and controlled silver exploration properties in
the world. Since we were founded in 1993, we have added to our portfolio
approximately 95 non-producing silver and other mineral properties located
primarily in or near the traditional silver-producing regions of Bolivia, Peru,
Chile, Honduras and Mexico.

We have completed a final, bankable feasibility study on the San Cristobal
project. Based on the results of this study we anticipate developing a large
scale, open pit mining operation with low stripping ratios, which we believe
will be capable of processing 40,000 tonnes of ore per day using conventional
mining and processing technologies.

Business Strategy

Although our primary focus is on mining silver, we intend to produce other
metals associated with our silver deposits if economically practicable, such as
zinc, lead, copper and gold. Our company is managed by a team of seasoned mining
professionals with significant experience in the identification and exploration
of mineral properties, as well as the construction, development and operation of
large scale, open pit and underground, precious and base metals mining
operations.

The principal elements of our business strategy are to:

. proceed to develop the San Cristobal project into a large scale open
pit mining operation;

. continue to explore and evaluate the Cobrizos silver property in
southern Bolivia and the Platosa silver and zinc property in northern
Mexico;

. continue to explore and develop other properties which we believe are
most likely to contain significant amounts of silver and divesting
those properties that are not of continuing interest; and

. identify and acquire additional mining and mineral properties that we
believe contain significant amounts of silver or have exploration
potential.

15
<PAGE>

History, Principal Office

We conduct substantially all of our operations through Apex Silver Mines
and its subsidiaries. Apex Silver Mines was formerly Apex Silver Mines LDC and
is our wholly owned subsidiary. Our company's material assets consist
exclusively of the shares of Apex Silver Mines.

Enforceability of Civil Liabilities Under United States Laws

W.S. Walker & Company, our Cayman Islands counsel, has advised our company
that there may be circumstances where the courts of the Cayman Islands would not
enforce:

. judgments of U.S. courts obtained in actions against our company or
directors of our company that are not resident within the United States
that are based upon the civil liability provisions for the U.S. federal
securities laws and similar state laws; or

. original actions brought in the Cayman Islands against our company or
such persons based solely upon U.S. federal securities laws.

16
<PAGE>

REPUBLIC OF BOLIVIA

We have compiled the following information from governmental and private
publications.

General Information

Economy

<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
GDP Growth................................... 5.0% 3.7% 4.0% 4.2% 4.7%
GDP per Capita............................... $ 756 $ 812 $ 860 $1,005 $1,076
Inflation.................................... 8.5% 12.6% 7.9% 6.73% 4.39%
Pubic Section Deficit (non-financial) as
% of GDP................................... 3.2% 2.3% 2.1% 3.6% 4%
Exports FOB (in millions).................... $1,124 $1,181 $ 1326 $1,272 $1,206
Imports CIF (in millions).................... $1,196 $1,433 $1,635 $1,906 $2,083
Current Account Balance (% GDP).............. 3.6% 5.0% 5.2% -8% -10%
Total Investment (in millions)............... 794 $ 898 $ 540 $1,578 $1,754
Share of GDP (%)............................. 13.3% 13.7% 7.6% 19.8% 20.5%
Public Investment (in millions).............. $ 481 $ 505 $ 524 $ 582 $ 539
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Share of GDP (%)...................... $ 481 $ 505 7.6% 7.3% 6.3%
Private Investment (in millions)...... $ 288 $ 373 $ 632 $ 996 $1,215
Share of GDP (%)...................... 4.8% 5.7% 8.9% 12.5% 14.2%
</TABLE>

Source: Latin Finance

The official monetary unit of Bolivia is the boliviano, which was
introduced in January 1987 following the adoption in 1985 of a broad based
reform program known as the "New Economic Policy." In the mid-1980s, prior to
the New Economic Policy, Bolivia suffered from hyperinflation, declining foreign
investment, growing balance of payments deficits and a foreign exchange shortage
fueled in part by an increasing disparity between the official and unofficial
exchange rates. The New Economic Policy removed restrictions on exports and
imports, ended most price controls and subsidies, instituted a freeze on public
sector wages and subjected the public sector to rigorous cost cutting. By 1986,
inflation was under control and the International Monetary Fund resumed stand-by
assistance. During the period of the New Economic Policy, the gap between the
official exchange rate and the parallel unofficial rate was bridged. On December
31, 1998, the exchange rate was 5.65 bolivianos to one U.S. dollar compared to
the exchange rate on December 31, 1997 of 5.37 bolivianos to one U.S. dollar.
Over the past year the boliviano has shown a tendency to depreciate
approximately US$0.01 every 13 days; however this pace has accelerated recently
in response to the devaluation of the Brazilian currency.

The boliviano is freely convertible in Bolivia at a single, public exchange
rate established by twice-weekly auctions held by the Bolivian Central
Bank.

Foreign Investment and Tax

Mining companies in Bolivia are subject to a 25 percent income tax. Taxable
income is determined in accordance with Bolivian generally accepted accounting
principles.

18
<PAGE>

companies. If complementary mining tax payments in any fiscal year exceed
corporate income tax payments, the excess is a credit against corporate income
in the following year. Manufacturing or processing involving minerals is not
subject to the Complementary Mining Tax.

Mining Industry

Mining Concessions

19
<PAGE>

more than 2,500 adjacent squares. Mining concessions are distinct from the
surface rights which comprise traditional land ownership; holders of mining
concessions are entitled to explore and exploit a property and to use the water
found at the property. Expropriation or the establishment of easements may not
be legally carried out if the water supplies for a population are interrupted or
negatively affected.

Holders of mining concessions are obliged to pay an annual mining patent.
Co-owners are jointly and severally responsible for the patent payment. The
patent is progressive and fees are based on the number of years of existence of
the concession. Concessions established before the enactment of the new Mining
Code, which comprise an area of up to 1,000 mining claims, pay the equivalent of
$1.00 per claim per year. Concessions established before the enactment of the
new Mining Code which comprise an area of more than 1,000 mining claims pay the
equivalent of $1.00 per claim per year for the first five years of the existence
of the concession; thereafter, the patent increases to the equivalent of $2.00
per claim per year. Concessions established under the new Mining Code pay the
following: for the first five years of the existence of a concession, the owner
is required to pay the equivalent of $25.00 per square per year; thereafter the
patent increases to the equivalent of $50.00 per square per year. All of our
Bolivian concessions were established prior to enactment of the new Mining
Code.

Environmental Matters

Labor Market

Bolivia has a large pool of unskilled and, in the mining sector, semi-
skilled labor, but a relative shortage of skilled labor and managerial expertise
overall. One percent of the payroll tax is used for worker training. A large
portion of the labor force that is engaged in wage employment is also unionized,
although union participation is not mandatory. Strikes, the frequency of which
have decreased greatly since the early 1980s, are not forbidden. However, before
a strike may be called, all legally mandated alternatives, such as negotiation,
mediation and conciliation, must have been

20
<PAGE>

exhausted. Collective bargaining agreements are very rare, as negotiations are
generally carried out between an individual company's union and management.

21
<PAGE>

USE OF PROCEEDS

Our company will not receive any proceeds from sale of the ordinary shares
by the Selling Stockholders.

SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
selling stockholders including:

. the name of the selling stockholder;

. the number of ordinary shares beneficially owned by each selling
stockholder as of September 1, 1999;

. the number of shares which may be offered and are being registered by
this prospectus for the account of each selling stockholder; and

. the amount of the class to be owned by each selling stockholder
assuming all of the ordinary shares are sold.

No estimate can be given as to the amount of shares that will be held by
the selling stockholders after completion of this offering because the selling
stockholders may sell all or some of the shares. The shares offered by this
prospectus may be offered from time to time by the selling stockholders.

<TABLE>
<CAPTION>
Number of Shares of Number of Shares of Number of Shares of Ordinary
Class A Common Class A Common Stock Stock to be Owned if all
Stock Owned which may be Offered Ordinary Shares are Sold
<S> <C> <C> <C>
Eduardo Elsztain(1) 25,000 25,000 0

Consultores Asset 62,974 62,974 0
Management, S.A.(1)
Quantum Dolphin 1,668,790 1,668,790 0
Limited(1)
</TABLE>

________

(1) Mr. Elsztain, a director of our company, is the Chairman and majority
shareholder of Consultores Asset Management, S.A. Consultores Management,
S.A. is the sole owner of Consultores Management Company Limited, a company
formed under the laws of the Isle of Man. Consultores Management Company
Limited is the manager of Quantum Dolphin Limited, a private open-end
investment fund formed under the laws of the Isle of Man.

DESCRIPTION OF THE ORDINARY SHARES

As of the date of this prospectus, our authorized share capital consists of
75,000,000 ordinary shares, par value $.01 per share. We are authorized to issue
up to an aggregate of 75,000,000 ordinary shares and preference shares. As of
June 30, 1999, 26,258,386 ordinary shares were outstanding and no preference
shares were outstanding.

The ordinary shares offered by this prospectus are validly issued, fully
paid and nonassessable. There are no provisions of Cayman Islands law, the
Memorandum of Association or

22
<PAGE>

the Articles of Association which impose any limitation on the rights of
shareholders to hold or vote ordinary shares by reason of their not being
resident in the Cayman Islands.

Dividends

Voting

Holders of ordinary shares are entitled to one vote per share on all
matters submitted to a vote of shareholders at a shareholders' meeting.

Rights Upon Liquidation

Miscellaneous

Ordinary shares are not redeemable and have no subscription, conversion or
preemptive rights.

PLAN OF DISTRIBUTION

Our company is registering the ordinary shares on behalf of the selling
stockholders. A selling stockholder is a person named under "Selling
Stockholders" and also includes any donee, pledgee, transferees or other
successors-in-interest selling shares received after the date of this prospectus
from a selling stockholder as a gift, pledge, partnership distribution or other
non-sale related transfer. All costs, expenses and fees in connection with the
registration of the shares offered by this prospectus will be borne by our
company, other than brokerage commissions and similar selling expenses, if any,
attributable to the sale of shares which will be borne by the selling
stockholders. Sales of shares may be effected by selling stockholders from time
to time in one or more types of transactions (which may include block
transactions) on the American Stock Exchange, in negotiated transactions,
through put or call options transactions relating to the shares, through short
sales of shares, or a combination of such methods of sale, at market prices
prevailing at the time of sale, or at negotiated prices. Such transactions may
or may not involve brokers or dealers. The selling stockholders have advised our
company that they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
securities, nor is there an underwriter or coordinated broker acting in
connection with the proposed sale of shares by the selling stockholders.

The selling stockholders may enter into hedging transactions with broker-
dealers or other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of the
shares or of securities convertible into or exchangeable for the shares in the
course of hedging positions they assume with selling stockholders. The
selling

23
<PAGE>

stockholders may also enter into options or other transactions with broker-
dealers or other financial institutions which require the delivery to such
broker-dealers or other financial institutions of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as amended or supplemented to reflect such
transaction).

The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).

The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers or any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities, including liabilities arising under
the Securities Act.

Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act. Our
company has informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.

Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.

Upon our company being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:

. the name of each such selling stockholder and of the participating
broker-dealer(s);

. the number of shares involved;

. the initial price at which such shares were sold;

. the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;

. that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus; and

. other facts material to the transactions.

24
<PAGE>

In addition, upon our company being notified by a selling stockholder that a
donee, pledgee, transferee or other successor-in-interest intends to sell more
than 500 shares, a supplement to this prospectus will be filed.

LEGAL MATTERS

The validity of the ordinary shares offered in this prospectus will be
passed upon for our company by W.S. Walker & Company, Grand Cayman, Cayman
Islands.

EXPERTS

25
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following statement sets forth the estimated amounts of expenses, other
than underwriting discounts, to be borne by our company in connection with the
offering described in this Registration Statement:

<TABLE>
<S> <C>
Registration fee - Securities and Exchange
Commission................................. $61,796.33*

Blue Sky fees and expenses................. ----------*

Legal fees and expenses.................... ----------*

Accounting fees and expenses............... ----------*

Printing and engraving expenses............ ----------*

Trustee fees............................... ----------*

NASD fee................................... $ 20,500

Miscellaneous expenses..................... ----------*

Total................................. ==========*
</TABLE>

_______________
* To be supplied in a prospectus supplement.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Companies Act (1995 Revision) of the Cayman Islands provides in Section
77 that:

The liability of the directors, manager or the managing director of a
company may, if so provided by the memorandum of association, be unlimited.

Our Articles of Association provide as follows:

85.(a) Every Director (including for the purposes of this Article any
Alternate Director appointed pursuant to the provisions of these
Articles), Managing Director, Secretary, Assistant Secretary,
and, at the discretion of the Board of Directors, other officer,
consultant, employee or agent, for the time being and from time
to time of the Company and the personal representatives of the
same shall be indemnified and secured harmless out of the assets
and funds of the Company against all actions, proceedings, costs,
charges, expenses, losses, damages or liabilities incurred or
sustained by him in or about the conduct of the Company's
business or affairs or in the execution or discharge of his
duties, powers, authorities or discretions, including without
prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by him in defending
(whether successfully or otherwise) any civil proceedings
concerning the Company or its affairs in any court whether in the
Cayman Islands or elsewhere, provided, that no indemnification
shall be available in the case of willful default or fraud.

(b) No such Director, Alternate Director, Managing Director, agent,
Secretary, Assistant Secretary or other officer of the Company
shall be liable (i) for the acts, receipts, neglects, defaults or
omissions of any other such director or officer or agent of the
Company or (ii) by reason of his having joined in any receipt for
money not received by him personally or (iii) for any loss on
account of defect of

II-1
<PAGE>

title to any property of the Company or (iv) on account of the
insufficiency of any security in or upon which any money of the
Company shall be invested or (v) for any loss incurred through
any bank, broker or other agent or (vi) for any loss occasioned
by any negligence, default, breach of duty, breach of trust,
error of judgment or oversight on his part or (vii) for any loss,
damage or misfortune whatsoever which may happen in or arise from
the execution or discharge of the duties, powers, authorities, or
discretions of his office or in relation thereto, unless the same
shall happen through his own dishonesty.

(c) The Board of Directors may authorize the Company to purchase and
maintain insurance on behalf of any person described in Section
83(a), against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him
against such liability under the provisions of this Section 83.

To the extent that we are permitted to do so by these provisions, we intend
to give an indemnity to each of our directors and to arrange for the liabilities
under these indemnities to be covered by directors' and officers' liability
insurance policies.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
1.1 Form of Underwriting Agreement (Equity).*
1.2 Form of Underwriting Agreement (Non-Equity). *
4.1 Form of Senior Indenture.*
4.2 Form of Senior Debt Security (included as part of Exhibit 4.1).*
4.3 Form of Subordinated Indenture.*
4.4 Form of Subordinated Debt Security (included as part of Exhibit 4.3).*
4.5 Form of Ordinary Share Certificate.**
4.6 Form of Preference Share Certificate.*
4.7 Form of Ordinary Share Warrant Agreement.***
4.8 Form of Ordinary Share Warrant Certificate (included as part of Exhibit 4.7).***
4.9 Form of Preference Share Warrant Agreement.***
4.10 Form of Preference Share Warrant Certificate (included as part of Exhibit 4.9).***
4.11 Form of Deposit Agreement.***
4.12 Form of Depositary Receipt of Depositary Shares (included as part of Exhibit 4.13).***
4.13 Form of Ordinary Share Purchase Rights.***
5.1 Opinion of W.S. Walker & Company.+
5.2 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. +
5.3 Opinion of W.S. Walker & Company. +
23.1 Consent of W.S. Walker & Company (included as part of Exhibits 5.1 and 5.3). +
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included as part of Exhibit 5.2). +
23.3 Consent of PricewaterhouseCoopers LLP. +
23.4 Consent of Mine Reserves Associates, Inc.*
23.5 Consent of Mine Reserves Associates, Inc. +
24 Powers of Attorney of the registrant (included on signature page).*
25.1 Form T-1 for Senior Indenture.*
25.2 Form T-1 for Subordinated Indenture.*
</TABLE>

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

* Previously filed.

II-2
<PAGE>

** Incorporated by reference to the registrant's Registration Statement on
Form S-1 (File No. 333-34685).

*** To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, and incorporated
herein by reference.

+ Filed herewith.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement (other than as provided
in the proviso and instructions to Item 512(a) of Regulation S-K) (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such officer, director or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether or not such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, state of New York, on September
7, 1999.

APEX SILVER MINES LIMITED

By:/s/ Thomas S. Kaplan
-------------------------

Chairman, Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Thomas S. Kaplan Director September 7, 1999
-----------------------
Thomas S. Kaplan (Registrant's Authorized
Representative in the United
States)

* Director September 7, 1999
-----------------------
Michael Comninos

* Director September 7, 1999
-----------------------
Harry M. Conger

* Director September 7, 1999
-----------------------
Eduardo S. Elsztain

* Director September 7, 1999
-----------------------
David Sean Hanna

* Director September 7, 1999
-----------------------
Ove Hoegh

* Director September 7, 1999
-----------------------
Keith R. Hulley

* Director September 7, 1999
-----------------------
Richard Katz

* Director September 7, 1999
-----------------------
Paul Soros
</TABLE>

By: /s/ Mark A. Lettes
---------------------------
(Attorney-in-Fact)

II-4

<PAGE>

EXHIBIT 5.1

[LETTERHEAD OF W.S. WALKER & COMPANY]

The Directors
Apex Silver Mines Limited
Caledonian House
Jennett Street
P.O. Box 1043
George Town
Grand Cayman
Cayman Islands

2 September 1999

Dear Sirs:

This opinion is delivered in connection with the filing of a Registration
Statement on Form S-3 File No. 333-76181 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the U.S. Securities Act of 1933,
as amended (the "Act"), by Apex Silver Mines Limited, a Cayman Islands company
("Apex"), for the registration of the sale from time to time of up to
US$200,000,000 aggregate amount of (i) ordinary shares, par value US$0.01 per
share, of Apex ("Ordinary Shares"), (ii) depositary shares of Apex ("Depositary
Shares"), (iii) preference shares, par value US$0.01 per share of Apex
("Preference Shares"), (iv) warrants for the purchase of Preference Shares or
Ordinary Shares ("Warrants"), (v) rights to purchase Ordinary Shares ("Ordinary
Share Purchase Rights") and (vi) senior debt securities and/or subordinated debt
securities of Apex ("Debt Securities") (each of the Ordinary Shares, the
Depositary Shares, the Preference Shares, the Warrants, the Ordinary Share
Purchase Rights and the Debt Securities referred to herein as a "Security" and
collectively referred to herein as, the "Securities").

For the purposes of giving this opinion, we have examined the documents (the
"Documents") listed in Schedule 1 hereto.

In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.

We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof. Except as explicitly stated herein, we express no opinion in
relation to any representation or warranty contained in the documents nor upon
the commercial terms of the transactions contemplated by the documents.
<PAGE>

1. With respect to each of the Ordinary Shares, when (i) the Board of
Directors of Apex or a committee thereof properly empowered (such Board of
Directors or committee being hereinafter referred to as the "Apex Board")
has taken all necessary corporate action to approve the issuance of and the
terms of the offering of the Ordinary Shares and related matters, and (ii)
entries have been made in the Register of Members of Apex and certificates
representing the Ordinary Shares have been duly executed, countersigned,
registered and delivered (a) for consideration approved by the Apex Board
or (b) upon consideration by way of conversion or exercise of any other
Security in accordance with the terms of such Security or the instrument
governing such Security providing for such conversion or exercise as
approved by the Apex Board, the Ordinary Shares will be duly authorized,
validly issued, fully paid and non-assessable.

2. With respect to the Preference Shares, when (i) the Apex Board has taken all
necessary corporate action to approve the issuance and terms of the
Preference Shares, the terms of the offering thereof and related matters,
including the adoption of resolutions establishing the terms of such
Preference Shares, and (ii) entries have been made in the Register of
Members of Apex and certificates representing the Preference Shares have
been executed, countersigned, registered and delivered (a) for consideration
approved by the Apex Board or (b) upon consideration by way of conversion or
exercise of any other Security in accordance with the terms of such Security
or the instrument governing such Security providing for such conversion or
exercise as approved by the Apex Board, the Preference Shares will be duly
authorized, validly issued, fully paid and non-assessable.

3. With respect to the Depositary Shares, when (i) the Apex Board has taken all
necessary corporate action to approve the issuance and terms of the
Depositary Shares, the terms of the offering thereof and related matters,
including the adoption of resolutions establishing the terms of such
Depositary Shares, and (ii) entries have been made in the Register of
Members of Apex and certificates representing the Depositary Shares have
been executed, countersigned, registered and delivered (a) for consideration
approved by the Apex Board or (b) upon consideration by way of conversion or
exercise of any other Security in accordance with the terms of such Security
or the instrument governing such Security providing for such conversion or
exercise as approved by the Apex Board, the Depositary Shares will be duly
authorized, validly issued, fully paid and non-assessable.

4. With respect to the Ordinary Share Purchase Rights, when (i) the Apex Board
has taken all necessary corporate action to approve the issuance and terms
of the Ordinary Share Purchase Rights, the terms of the offering thereof and
related matters, including the adoption of resolutions establishing the
terms of such Ordinary Share Purchase Rights, and (ii) certificates
representing the Ordinary Share Purchase Rights have been executed,
countersigned, registered and delivered for consideration approved by the
Apex Board, the Ordinary Share Purchase Rights will be duly authorized and
validly issued.

5. With respect to the Warrants, when (i) the Apex Board has taken all
necessary corporate action to approve and enter into one or more relevant
warrant agreements or amendments or supplements thereto, as described in the
Registration Statement, as amended or supplemented, or

2
<PAGE>

any prospectus or prospectus supplement and pursuant thereto, approve the
issuance and terms of the Warrants, the terms of the offering thereof and
related matters, including the adoption of resolutions establishing the
terms of such Warrants, and (ii) certificates representing the Warrants have
been executed, countersigned, registered and delivered for consideration
approved by the Apex Board, the Warrants will be duly authorized and validly
issued.

6. With respect to the Debt Securities, when (i) the Apex Board has taken all
necessary corporate action to approve and enter into one or more relevant
indentures or amendments or supplements thereto, as described in the
Registration Statement, as amended or supplemented, or any prospectus or
prospectus supplement and pursuant thereto, approve the issuance and terms
of the Debt Securities, the terms of the offering thereof and related
matters, including the adoption of resolutions establishing the terms of
such Debt Securities, and (ii) certificates representing the Debt Securities
have been executed, countersigned, registered and delivered for
consideration approved by the Apex Board, the Debt Securities will be duly
authorized and validly issued.

This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.

This opinion is governed by and shall be construed in accordance with the laws
of the Cayman Islands.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and all references to our name in the Registration
Statement. In giving such consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the U.S.
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereof.

Yours faithfully,

W.S. WALKER & COMPANY

3
<PAGE>

Schedule 1

1. The Memorandum and Articles of Association of Apex Silver Mines Limited;

2. The Registration Statement; and

3. Such other documents as we have considered necessary for the purposes of
rendering this opinion.

4
<PAGE>

Schedule 2

The opinions hereinbefore given are based upon the following assumptions:

1. There are no provisions of the laws of any jurisdiction outside the Cayman
Islands which would be contravened by the execution or delivery of the
Documents and that, in so far as any obligation expressed to be incurred
under the Documents is to be performed in or is otherwise subject to the
laws of any jurisdiction outside the Cayman Islands, its performance will
not be illegal by virtue of the laws of that jurisdiction.

2. All authorizations, approvals, consents, licenses and exemptions required
by and all filings and other requirements of each of the parties to the
Documents outside the Cayman Islands to ensure the legality and validity of
the Documents will be duly obtained, made or fulfilled and will remain in
full force and effect and that any conditions to which they are subject
will be satisfied.

3. None of the parties to any of the Documents will be

(a) a "person in Iraq" as that term is defined in The Iraq and Kuwait
(United Nations Sanctions) (Dependent Territories) Order 1990 or an
"Iraqi person" as defined in The Iraq (United Nations) (Sequestration
of Assets) (Dependent Territories) Order 1993 or a person resident in
the Republic of Iraq for the purposes of the Caribbean Territories
(Control of Gold, Securities, Payment and Credits: Kuwait and
Republic of Iraq) Order 1990; or

(b) a "person connected with Libya" as that term is defined in The Libya
(United Nations Sanctions) (Dependent Territories) Order 1992.

<PAGE>

EXHIBIT 5.2

[LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.]

September 7, 1999

Apex Silver Mines Limited
Caledonian House
Jennett Street
George Town, Grand Cayman
Cayman Island, British West Indies

Ladies and Gentlemen:

We have acted as counsel to Apex Silver Mines Limited (the "Company"), a
Cayman Islands corporation, in connection with the filing of a registration
statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale from time to time of up to $200,000,000 aggregate
amount of (i) senior debt securities and unsecured subordinated debt securities
of the Company (collectively, the "Debt Securities"), (ii) preference shares,
par value $0.01 per share, of the Company (the "Preference Shares"), (iii)
depositary shares representing a fraction of a share of a particular class or
series of Preference Shares (the "Depositary Shares"), (iv) ordinary shares, par
value $0.01 per share, of the Company (the "Ordinary Shares"), (v) warrants of
the Company to purchase Ordinary Shares and/or Preference Shares (the
"Warrants") and (vi) rights to purchase Ordinary Shares (the "Ordinary Share
Purchase Rights").

We have examined (i) the Registration Statement, (ii) the form of Senior
Indenture to be executed by the Company and Wilmington Trust Company, as trustee
(the "Senior Debt Indenture"), and (iii) the form of Subordinated Indenture to
be executed by the Company and Wilmington Trust FSB, as trustee (the
Subordinated Debt Indenture, and together with the Senior Debt Indenture, the
"Indentures").

As such counsel, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
documents of the Company, certificates of public officials and certificates of
directors of the Company and such other documents and agreements and records and
papers as we have deemed necessary or appropriate in order to render this
opinion.

In our examination, we have assumed the authenticity of all documents
submitted to us as originals, the signature of all parties to documents, the
legal right and power of all parties to enter
<PAGE>

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

September 7, 1999
Page 2

into and execute the documents to which they are a party and to consummate the
transactions contemplated therein, and the conformity to original documents of
all documents submitted to us as certified or photostatic copies.

Based upon such examination and representations of the Company and subject
to the qualifications contained herein, we advise you that, in our opinion:

1. Assuming that the Indentures, any Debt Securities and any supplemental
indentures to be entered into in connection with the issuance of such Debt
Securities have been duly authorized, when (i) the Indentures have been
qualified under the Trust Indenture Act of 1939, as amended, (ii) a supplemental
indenture in respect of the Debt Securities has been duly executed and
delivered, (iii) the terms of the Debt Securities have been duly established in
accordance with the applicable Indenture and the applicable supplemental
indenture relating to such Debt Securities so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, and (iv) the Debt Securities have been duly executed and
authenticated by the applicable trustee in accordance with the applicable
Indenture and the applicable supplemental indenture relating to such Debt
Securities and duly issued and delivered by the Company in the manner
contemplated by the Registration Statement and any prospectus supplement
relating thereto, the Debt Securities (including any Debt Securities duly issued
upon exchange or conversion of any shares of Preference Shares or Depositary
Shares that are exchangeable or convertible into Debt Securities) will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereinafter in effect relating to or
affecting the enforcement of creditor's rights generally, (b) the availability
of equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law or in
equity) and (c) the waiver of usury, stay or extension laws contained in Section
6.15 of the Indentures may be deemed unenforceable, and except further as
enforcement thereof may be limited by (A) requirements that a claim with respect
to any Debt Securities denominated other than in U.S. dollars (or a foreign or
composite currency judgement in respect of such claim) be converted into U.S.
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or (B) governmental authority to limit, delay or prohibit the
making of payments outside the United States.

2. Assuming that a Warrant Agreement relating to the Warrants (the "Warrant
Agreement") has been duly authorized, when (i) the Warrant Agreement has been
duly executed and delivered, (ii) the terms of the Warrants and of their
issuance and sale have been duly established in conformity with the Warrant
Agreement relating to such Warrants so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
<PAGE>

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

September 7, 1999
Page 3

any court or governmental or regulatory body having jurisdiction over the
Company, and (iii) the Warrants have been duly executed and countersigned in
accordance with the Warrant Agreement relating to such Warrants, and issued and
sold in the form and in the manner contemplated in the Registration Statement
and any prospectus supplement relating thereto, such Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereinafter in effect relating to or affecting creditors'
rights generally, and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).

3. Assuming that an Ordinary Share Purchase Rights Agreement relating to
the Ordinary Share Purchase Rights (the "Ordinary Share Purchase Rights
Agreement") and such Ordinary Share Purchase Rights have been duly authorized,
when (i) the Ordinary Share Purchase Rights Agreement has been duly executed and
delivered, (ii) the terms of the Ordinary Share Purchase Rights and of their
issuance and sale have been duly established in conformity with the Ordinary
Share Purchase Rights Agreement so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental or regulatory body having jurisdiction over the
Company, and (iii) the Ordinary Share Purchase Rights have been duly executed
and issued in accordance with the Ordinary Share Purchase Rights Agreement
relating to such Ordinary Share Purchase Rights, and issued and sold in the form
and in the manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, such Ordinary Share Purchase Rights will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereinafter in effect relating to or affecting creditors'
rights generally, and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).

In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any security, (i) the Company's board of
directors shall have duly established the terms of such security and duly
authorized the issuance and sale of such security and such authorization shall
not have been modified or rescinded, (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated or
rescinded and there shall not have been issued any stop order suspending the
effectiveness of the Registration Statement, and (iii) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then
<PAGE>

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

September 7, 1999
Page 4

binding upon the Company, or any restriction imposed by any court or
governmental body having jurisdiction over the Company.

This law firm is a registered limited liability partnership organized under
the laws of the State of Texas. Our opinion relates only to the laws of the
State of New York and the federal law of the United States of America. We
express no opinion of the law of any other jurisdiction.

This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated. This opinion may
not be relied upon by you for any other purpose without our prior written
consent. We assume herein no obligation, and hereby disclaim any obligation, to
make any inquiry after the date hereof or to advise you of any future changes in
the foregoing or of any facts or circumstances that may hereafter come to our
attention.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving such consent, we do not hereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Securities and Exchange Commission thereof.

Very truly yours,

/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.

<PAGE>

EXHIBIT 5.3

[LETTERHEAD OF W.S. WALKER & COMPANY]

The Directors
Apex Silver Mines Limited
Caledonian House
Jennett Street
P.O. Box 1043
George Town
Grand Cayman
Cayman Islands

2 September 1999

Dear Sirs:

For the purposes of giving this opinion, we have examined the documents (the
"Documents") listed in Schedule 1 hereto.

In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.

Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the law of the Cayman Islands that
the Ordinary Shares being offered by the Selling Stockholders have been duly and
validly authorised and, when the Registration Statement shall have become
effective, and when the Ordinary Shares being offered by the Selling
Stockholders pursuant thereto have been sold for good
<PAGE>

and valuable consideration upon the terms and conditions described in the
Registration Statement, such Ordinary Shares will be duly and validly issued,
fully paid and non-assessable.

This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.

This opinion is governed by and shall be construed in accordance with the laws
of the Cayman Islands.

Yours faithfully,

W. S. WALKER & COMPANY

2
<PAGE>

Schedule 1

1. The Memorandum and Articles of Association of Apex Silver Mines Limited;

2. The Registration Statement; and

3. Such other documents as we have considered necessary for the purposes of
rendering this opinion.

3
<PAGE>

Schedule 2

The opinions hereinbefore given are based upon the following assumptions:

2. All authorizations, approvals, consents, licenses and exemptions required by
and all filings and other requirements of each of the parties to the
Documents outside the Cayman Islands to ensure the legality and validity of
the Documents will be duly obtained, made or fulfilled and will remain in
full force and effect and that any conditions to which they are subject will
be satisfied.

3. None of the parties to any of the Documents will be

(b) a "person connected with Libya" as that term is defined in The Libya
(United Nations Sanctions) (Dependent Territories) Order 1992.

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of this Amendment No. 1 to the Registration Statement on Form
S-3 of our report dated March 24, 1999 appearing on page F-2 of Apex Silver
Mines Limited's Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the references to us under the heading "EXPERTS" in such
Prospectuses.

PRICEWATERHOUSECOOPERS LLP

Denver, Colarado
September 7, 1999

<PAGE>

Exhibit 23.5

Consent to Mine Reserves Associates, Inc.

We hereby consent to references to our name and to any analyses performed
by us in our capacity as an independent consultant to Apex Silver Mines Limited
(the "Company") which are set forth in or incorporated by reference into
Amendment No. 1 to the Registration Statement on Form S-3 to be filed by the
Company with the Securities and Exchange Commission (the "Commission") on
September 7, 1999 or any related abbreviated registration statement filed by the
Company with the Commission pursuant to Rule 462(b) under the Securities Act of
1933, as amended, or in any amendment or supplement to any of the foregoing.

MINE RESERVES ASSOCIATES, INC.

/s/ Donald C. Elkin
-------------------------------------
Name: Donald C. Elkin
Title: President

Wheat Ridge, Colorado
September 7, 1999