APEX SILVER MINES LTD
10-K405/A, 1999-04-01
SILVER ORES
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<PAGE>
 
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                               ----------------
 
                                   FORM 10-K/A
 
  (Mark One)
 
  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 1998
 
  [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                For the transition period from        to
 
                        Commission file number 1-13627
 
                               ----------------
 
                           APEX SILVER MINES LIMITED
            (Exact Name of Registrant as Specified in its Charter)
 
 Cayman Islands, British West Indies                 Not Applicable
     (State of Incorporation or                     (I.R.S. Employer
            Organization)                          Identification No.)
 
 
          Caledonian House                           Not Applicable
           Jennett Street                              (Zip Code)
      George Town, Grand Cayman
 Cayman Islands, British West Indies
   (Address of principal executive
               office)
 
                                (345) 949-0050
             (Registrant's telephone number, including area code)
 
         Securities registered pursuant to Section 12(b) of the Act:
 
         Title of each class                 Name of each exchange on which
  Ordinary Shares, $0.01 par value                     registered
                                                 American Stock Exchange
 
       Securities registered pursuant to Section 12(g) of the Act: None
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No
 
  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
 
  The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $249,359,040 as of March 23, 1999.
 
  The number of Ordinary Shares outstanding as of March 23, 1999 was
26,248,320.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
  Portions of the Registrant's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A in connection
with the 1999 Annual Meeting of Shareholders are incorporated by reference in
Part III of this Report on Form 10-K.

<PAGE>
                                EXPLANATORY NOTE

  This report is Amendment No. 1 to the registrant's annual report on Form 10-K
for the fiscal year ended December 31,1998 (the "Report"). This report is being
filed solely to file an amended exhibit 27 (Financial Data Schedule).
                                  
				   SIGNATURES
 
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
                                          Apex Silver Mines Limited
                                          Registrant
 
                                                    /s/ Keith R. Hulley
                                          By: _________________________________
                                                      Keith R. Hulley
                                            Director
                                            April 1, 1999 



<TABLE> <S> <C>


<ARTICLE> 5
              

<S>                                       <C>                     <C>
<PERIOD-TYPE>                                     YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997
<PERIOD-START>                             JAN-01-1998             JAN-01-1997
<PERIOD-END>                               DEC-31-1998             DEC-31-1997
<CASH>                                      26,217,241              57,033,193
<SECURITIES>                                         0                       0
<RECEIVABLES>                                  126,332                 825,129
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                            27,541,195              58,826,372
<PP&E>                                       2,571,309               1,243,481
<DEPRECIATION>                                 341,725                  93,693
<TOTAL-ASSETS>                              62,347,034              73,328,659
<CURRENT-LIABILITIES>                        1,983,696               1,006,274
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                       262,507                 191,249
<OTHER-SE>                                           0                       0
<TOTAL-LIABILITY-AND-EQUITY>                62,347,034              73,328,659
<SALES>                                              0                       0
<TOTAL-REVENUES>                             2,444,357                 961,810
<CGS>                                                0                       0
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                            13,473,927              15,946,768
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                           (11,029,570)            (14,984,958)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                       (11,029,570)            (14,984,958)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                              (11,029,570)            (14,984,958)
<EPS-PRIMARY>                                   (0.42)                  (0.72)
<EPS-DILUTED>                                   (0.42)                  (0.72)
        

        

</TABLE>



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