UNITED PARK CITY MINES CO, S-3/A, 1997-08-06

UNITED PARK CITY MINES CO
S-3/A, 1997-08-06
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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<PAGE>

As filed with the Securities and Exchange Commission August 6, 1997.

Registration No. 333-30931
===========================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------

AMENDMENT NO. 1
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------

UNITED PARK CITY MINES COMPANY
(Exact name of registrant as specified in charter)

P.O. BOX 1450
PARK CITY, UTAH 84060
(801) 649-8011
(Address and telephone number of principal executive offices)

DELAWARE 6599 87-0219807
-------- ---- ----------
(State of Incorporation) (Primary Standard (I.R.S. Employer
Industrial Classification Identification No.)
Code No.)

HANK ROTHWELL, PRESIDENT
UNITED PARK CITY MINES COMPANY
P.O. BOX 1450
PARK CITY, UTAH 84060
(801) 649-8011
(Name, address and telephone number of agent for service)

Copies to:

RANDY K. JOHNSON
RANDY K. JOHNSON, P.C.
139 EAST SOUTH TEMPLE, SUITE 510
SALT LAKE CITY, UTAH 84111-1103
(801) 537-1230
FACSIMILE: (801) 364-7365
EMAIL: [email protected]

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

EXHIBIT INDEX ON PAGE 18

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.

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, check the following box. X
-

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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

Title of Each Class Amount Proposed Proposed Amount of
of Securities Being Being Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
Price Per Offering Price
Unit
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rights Warrants (1) 340,000 $ 0 $ 0 $ 0
- ------------------------------------------------------------------------------------
Common Stock (2) 340,000 $16.00 $5,440,000 $1,648.49

====================================================================================
</TABLE>
(1) To be issued for no consideration.
(2) Issuable upon exercise of the Rights.

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

The Registrant hereby amends this Registration Statement on such 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>

UNITED PARK CITY MINES COMPANY

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEMS CAPTION IN PROSPECTUS
- ----------------------------- ---------------------
AND HEADING
- -----------
<S> <C>
1. Forepart of the Registration Statement and Cover Page
Outside Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back
Cover Pages of Prospectus of Prospectus

3. Summary Information, Risk Factors and Special Considerations and Risk Factors;
Ratio of Earnings to Fixed Charges (The ratio of earnings to fixed charges is
not applicable)

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price The Offering--Determination of Subscription
Price

6. Dilution Dilution

7. Selling Security Holders *

8. Plan of Distribution Outside Front Cover of Prospectus; The
Offering

9. Description of Securities to be Registered The Offering--Description of Common
Stock

10. Interests of Named Experts and Counsel *

11. Material Changes Material Changes

12. Incorporation of Certain Information by Incorporation of Certain Information by
Reference Reference

13. Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities
</TABLE>
- ---------------------------------------------
*Not applicable or answer is in the negative.
<PAGE>

PROSPECTUS
- ----------

UNITED PARK CITY MINES COMPANY

340,000 SHARES OF COMMON STOCK

United Park City Mines Company ("United Park" or the "Company") is
issuing to its stockholders non-transferable rights (the "Rights") to subscribe
for additional shares of its common stock (the "Common Stock") pursuant to (a) a
basic subscription privilege entitling each stockholder to purchase one (1)
additional share of Common Stock for each eight (8) Shares of Common Stock held
of record at the close of business on August 18, 1997 (the "Record Date"), and
(b) an oversubscription privilege. This offering is hereinafter referred to
either as the "Offering" or the "Rights Offering." The subscription price is
$16.00 per share (the "Subscription Price"). The Rights will be evidenced by
subscription warrants (the "Warrants") that will be mailed to stockholders after
the Record Date.

The outstanding shares of Common Stock are, and the Company
anticipates that the shares of Common Stock offered hereby will be, traded on
the New York Stock Exchange ("NYSE") under the stock symbol "UPK." On August 1,
1997, the closing sales price of the Common Stock on the NYSE was $24.8125.

There is no minimum number of shares that must be sold pursuant to the
exercise of Rights. If the Offering is canceled or terminated for any reason,
all funds will be returned to subscribers without interest. The Offering will
terminate at 5:00 p.m. New York time on September 22, 1997, at which time all
unexercised Rights will expire and will thereafter be void.

THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

FAILURE BY A STOCKHOLDER TO EXERCISE THE
RIGHTS ISSUED TO HIM OR HER BEFORE THE EXERCISE
DATE WILL RESULT IN A DILUTION OF HIS OR HER
OWNERSHIP INTEREST IN THE COMPANY.

SEE "SPECIAL CONSIDERATIONS AND RISK FACTORS" AT PAGE 6 OF THIS
PROSPECTUS FOR A DISCUSSION OF CERTAIN IMPORTANT RISK FACTORS INVOLVED
IN THIS OFFERING.
----------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Stockholders Discounts and Company (1)
Commissions
- -----------------------------------------------------------------
<S> <C> <C> <C>
Per Share $ 16.00 $0 $ 16.00
- -----------------------------------------------------------------
Total $5,440,000 $0 $5,440,000
- -----------------------------------------------------------------

=================================================================
</TABLE>

(1) Before deducting offering expenses payable by the Company
estimated at approximately $192,000, consisting of: SEC Registration Fees of
approximately $2,000; printing and mailing expenses of approximately $40,000;
legal fees and expenses of approximately $50,000; NYSE listing fees of
approximately $15,000; accounting fees and expenses of approximately $5,000;
blue sky exemption fees and expenses of approximately $5,000; transfer agent
fees of approximately $25,000; subscription agent fees of approximately $35,000;
and miscellaneous fees and expenses of approximately $15,000.

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

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

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

The date of this Prospectus is August ___, 1997.

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<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

PAGE
----
<S> <C>

AVAILABLE INFORMATION................................ 4
ADDRESS AND TELEPHONE NUMBER......................... 4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.... 5
SPECIAL CONSIDERATIONS AND RISK FACTORS.............. 6
THE OFFERING......................................... 7
Subscription Warrants................. 8
Basic Subscription Privilege.......... 8
Oversubscription Privilege............ 8
Method of Exercising Rights........... 9
Rights Expiration Date................ 10
Late Delivery of Warrants............. 10
Foreign Restrictions.................. 11
Subscription Proceeds................. 11
Determination of Subscription Price... 11
USE OF PROCEEDS...................................... 11
DILUTION............................................. 14
PRICE RANGE OF COMMON STOCK.......................... 14
DESCRIPTION OF COMMON STOCK.......................... 14
FEDERAL INCOME TAX CONSEQUENCES...................... 15
EXPERTS.............................................. 16
LEGAL MATTERS........................................ 16
MATERIAL CHANGES..................................... 16
</TABLE>

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<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the World Wide Web site is
http:/www.sec.gov.

The Company's Common Stock is traded on the New York Stock Exchange
(NYSE). The reports, proxy statements and other information referred to in the
preceding paragraph may also be inspected at the NYSE.

The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock. This Prospectus, which
constitutes part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement.

Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance,
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference. For further information with respect to the
Company, reference is made to the Registration Statement.

ADDRESS AND TELEPHONE NUMBER

The mailing address and telephone number of the Company's principal
offices are as follows:

United Park City Mines Company
P.O. Box 1450
Park City, Utah 84060
(801) 649-8011

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<PAGE>

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

(1) Annual Report on Form 10-KSB for the year ended December 31, 1996;

(2) Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1997 and June 30, 1997;

(3) Report on Form 8-K filed with the Securities and Exchange
Commission on July 18, 1997;

(4) The description of the Common Stock of the Company contained in a
registration statement on Form 8-B filed with the Securities and Exchange
Commission under the Exchange Act on July 2, 1953 (Docket No. 1-3753-1),
including the portions of all amendments or reports filed for the purpose of
updating such description heretofore filed by the Company with the Securities
and Exchange Commission. Reference is made to the "Description of Common Stock"
in this Prospectus for a current description of the Common Stock of the Company.

(5) All documents filed by the Company pursuant to (S)(S) 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the Expiration Date of the Rights Offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part thereof from the
date of filing of such documents. Any statement contained herein or in any
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that another statement
contained herein or in any other subsequently filed document, which also is
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will furnish without charge to any person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
documents filed by the Company and incorporated herein by reference (other than
certain exhibits to such documents). Such requests should be directed to:

United Park City Mines Company
P.O. Box 1450
Park City, Utah 84060
Telephone: (801) 649-8011
Attention: Investor Relations

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<PAGE>

SPECIAL CONSIDERATIONS AND RISK FACTORS

THIS PROSPECTUS CONTAINS TREND INFORMATION AND FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE ACTUAL RESULTS OF
OPERATIONS OF THE COMPANY COULD DIFFER MATERIALLY FROM THE COMPANY'S HISTORICAL
RESULTS OF OPERATIONS AND THOSE DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS AS
A RESULT OF CERTAIN FACTORS SET FORTH IN THIS SECTION AND ELSEWHERE IN THIS
PROSPECTUS, INCLUDING INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS.

1. HISTORY OF LOSSES: The Company has had net losses during each of
-----------------
the last ten years, with the exception of 1995. Since 1987 the net income (or
net loss) each year has been ($1,742,859); ($680,715); ($1,517,746);
($1,718,090); ($1,287,915); ($1,576,453); ($983,427); ($702,392); $773,276; and
($594,237) for the years ended December, 1987, 1988, 1989, 1990, 1991, 1992,
1993, 1994, 1995 and 1996, respectively.

2. DILUTION: To the extent that a stockholder of the Company does
--------
not fully exercise the Rights granted to him or her, the stockholder's shares
may represent a smaller percentage of the Company's outstanding Common Stock
upon the completion of the Offering. See "Dilution." TO PREVENT SUCH DILUTION,
THE BOARD OF DIRECTORS OF THE COMPANY URGES ALL STOCKHOLDERS TO FULLY EXERCISE
THEIR RIGHTS.

3. CHANGE IN OWNERSHIP AND POTENTIAL INCREASE IN CONTROL: As of
-----------------------------------------------------
August 1, 1997, the Company's largest single stockholder was Loeb Investors Co.
XL, which on that date held 1,935,983 shares of Common Stock of the Company,
representing approximately 71.58% of the outstanding shares of Common Stock.

Loeb Investors Co. XL has indicated to Management that it intends to
fully exercise its basic subscription privilege and its oversubscription
privilege. Depending upon the number of shares for which the other stockholders
subscribe pursuant to their basic subscription privilege and any
oversubscription privilege, Loeb Investors Co. XL may increase its percentage
ownership of the Company and its control of the Company as a result of the
Rights Offering. If stockholders, other than Loeb Investors Co. XL, do not
exercise any of their basic subscription rights, and if Loeb Investors Co. XL
exercises its full basic subscription rights and oversubscribes for all
remaining shares, then at the conclusion of the Rights Offering, Loeb Investors
Co. XL would own 2,275,983 shares of Common Stock, or approximately 74.76% of
the then outstanding Common Stock.

4. DIVIDENDS: No dividends have been paid by the Company in the
---------
past and it is unlikely that they will be paid in the foreseeable future.
Stockholders who anticipate the need for either immediate or future income by
way of dividends from their investments should refrain from the purchase of
Common Stock offered hereby.

5. NEED FOR ADDITIONAL CAPITAL: Assuming the Offering is fully
---------------------------
subscribed, and assuming that the cost of funding the Company's future
operations is

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<PAGE>

consistent with the cost of funding the Company's past operations, the Company
should have sufficient cash to fund its operations at their present level into
the year 2001. If the Offering is not fully subscribed, or if the Company
undertakes additional operations or experiences any significant changes in the
level or nature of its present operations, or if the Company uses a significant
amount of the proceeds from this Offering in its real estate development
activities, the Company may require additional funding before the year 2001.

6. RISKS OF REAL ESTATE DEVELOPMENT: The Company intends to use
--------------------------------
some of the proceeds of the Rights Offering to continue the development of
selected portions of its real estate holdings. See "Use of Proceeds." Use of
the proceeds from the Rights Offering for real estate development activities
will be subject to many of the risks generally incident to real estate
development, including the possibility of adverse changes in national or local
economic and market conditions, changes in the investment climate for real
estate, adverse changes in governmental rules and fiscal policies, competition,
effects of overbuilding, environmental risks, acts of God, and uncertainties
involved in engineering, financing and in the permitting and zoning process.
The Company cannot predict the effects such risks may have on its real estate
development activities.

7. POSSIBLE CONTINUING LOSSES: After posting net income of $773,276
--------------------------
on revenues of $5,638,562 in 1995, the Company sustained a loss of $594,237 on
revenues of $6,246,935 in 1996. The loss in 1996 is attributable to several
factors, including slower than expected lot sales in the Company's Hidden
Meadows subdivision and costs associated with the initial year of operations of
the Company's mine tour attraction exceeding revenues. There can be no
assurance that the factors that contributed to such losses will not continue
into the future and, if they do, such occurrence could have a negative impact on
the Company and its Common Stock.

THE OFFERING

United Park is hereby issuing to its stockholders non-transferable
Rights to subscribe for up to 340,000 additional shares of its Common Stock.
Such Rights will be issued to the holders of Common Stock as of the close of
business on August 18, 1997 (the "Record Date"). The stockholders as of the
Record Date will receive one (1) Right for each eight (8) shares of Common Stock
they own at the Record Date. If, on the Record Date, a stockholder does not own
a number of shares evenly divisible by eight, the number of Rights such
stockholder shall receive shall be equal to the number of shares held by such
stockholder on the Record Date multiplied by a fraction with one (1) as the
numerator and eight (8) as the denominator, with any resulting fraction being
rounded up to the nearest whole number. Each Right will entitle the holder
thereof to subscribe for one (1) additional share of Common Stock for $16.00.
The Rights will be evidenced by subscription warrants (the "Warrants") mailed to
the stockholders shortly after the Record Date.

The Company presently has no arrangements to obtain the services of
underwriters, brokers, dealers or other agents in connection with the Offering,
and it has no

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<PAGE>

intention of entering into any such arrangement. Consequently, it is anticipated
that no discounts, commissions or finder's fees will be paid.

Questions and requests for assistance or additional copies of this
Prospectus or the applicable subscription forms may be directed to: First
Chicago Trust Company of New York, Suite 4660, P.O. Box 2561, Jersey City, New
Jersey 07303-2561 (the "Subscription Agent") telephone number: (201)
324-0137.

SUBSCRIPTION WARRANTS

Rights to subscribe will be evidenced by non-transferable Warrants,
each Warrant evidencing the total number of Rights to which the holder is
entitled. The Warrants will be forwarded to the stockholders after the Record
Date. Each Right will entitle the holder thereof to subscribe for one (1)
additional share of Common Stock. Warrants may be divided or combined at the
office of the Subscription Agent. See "The Offering-- Method of Exercising
Rights."

BASIC SUBSCRIPTION PRIVILEGE

A holder of Rights will have a basic subscription privilege entitling
the holder to purchase one (1) share of Common Stock for each Right held upon
payment of a subscription price of $16.00 per share (the "Subscription
Price").

OVERSUBSCRIPTION PRIVILEGE

A stockholder who exercises all the basic subscription Rights
evidenced by a Warrant will have the privilege to subscribe for additional
shares of Common Stock at $16.00 per share up to the number of Rights set forth
on the Warrant.

If all stockholders do not fully participate in the basic
subscription, excess shares (340,000 shares minus the number of shares issued in
the basic subscription) would be available for the oversubscription privilege.
If the excess shares are not sufficient to satisfy all oversubscriptions, the
excess shares will be allocated pro rata (subject to elimination of fractional
shares) among those stockholders who exercise the oversubscription privilege.
To exercise the oversubscription privilege, the appropriate block on the Warrant
must be completed and payment in full for the entire subscription (including the
basic subscription and the oversubscription) must accompany the Warrant.
Payments for oversubscription will be held by First Chicago Trust Company of New
York until the offering is completed and the calculations of the pro rata
allotment are made. Any refund (without interest) in connection with shares
subscribed for but not purchased due to the pro rata allotment will be delivered
as soon as practicable after the expiration of the Offering. WARRANTS
CONTAINING OVERSUBSCRIPTION FOR MORE THAN THE NUMBER OF RIGHTS SET FORTH ON THE
WARRANT WILL NOT BE HONORED. THEREFORE, A STOCKHOLDER SHOULD EXERCISE CARE IN
COMPLETING HIS/HER WARRANT IF HE/SHE WISHES TO OVERSUBSCRIBE.

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<PAGE>

METHOD OF EXERCISING RIGHTS

The Rights evidenced by a Warrant may be exercised by mailing or
delivering to the Subscription Agent the duly executed Warrant together with
payment in full of the Subscription Price of $16.00 per share for each share of
Common Stock subscribed for pursuant to the basic subscription privilege and the
oversubscription privilege, if applicable. Payment must be made in U.S. dollars
by bank certified or cashier's check, personal check, money order, or wire
transfer of immediately available funds payable to First Chicago Trust Company
of New York. Payment will be deemed to have been received by the Subscription
Agent only upon (i) the clearance of any uncertified check, (ii) the receipt by
the Subscription Agent of any certified check or bank draft drawn upon a U.S.
bank or any postal, telegraphic or express money order, or (iii) the receipt of
good funds in the Subscription Agent's account. If paying by uncertified
personal check, please note that the funds paid thereby may take five or more
business days to clear. Accordingly, holders of Rights who wish to pay by means
of uncertified personal check are urged to make payment sufficiently in advance
of the Expiration Date to ensure that such payment is received and cleared by
such date and are urged to consider payment by means of certified or cashier's
check, money order, or wire transfer of funds. A holder's exercise of a Right
is irrevocable.

Warrants and payments should be delivered or mailed as follows:

If hand delivered:

First Chicago Trust Company of New York
Tenders & Exchanges
c/o The Depository Trust Company
55 Water Street
DTC TAD
Vietnam Veterans Memorial Plaza
New York, New York 10041

If by overnight courier:

First Chicago Trust Company of New York

Tenders & Exchanges
14 Wall Street,

8/th/ Floor
Suite 4680
New York, New York 10005

If by mail:

First Chicago Trust Company of New York

Tenders & Exchanges
Suite 4660

P.O. Box 2569
Jersey City, New Jersey 07303-2569

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<PAGE>

The Subscription Agent's telephone number is (201) 324-0137

DO NOT SEND SUBSCRIPTION WARRANTS OR PAYMENTS TO THE COMPANY.

Except as described under "The Offering--Late Delivery of Warrants,"
no Warrants will be accepted until the Subscription Agent has received delivery
of a duly executed Warrant and payment of the appropriate Subscription Price.
The risk of delivery of Warrants and payments to the Subscription Agent will be
borne by the subscribers and not by the Company or the Subscription Agent. If
subscription is sent by mail, it is suggested that insured, registered mail be
used and that a sufficient number of days be allowed to ensure delivery to the
Subscription Agent and the clearance of any checks prior to 5:00 p.m., New York
time, on the Expiration Date.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE METHOD OF
SUBSCRIBING FOR SHARES OF COMMON STOCK OR FOR ADDITIONAL COPIES OF THIS
PROSPECTUS SHOULD BE DIRECTED TO THE SUBSCRIPTION AGENT, FIRST CHICAGO TRUST
COMPANY OF NEW YORK, SUITE 4660, P.O. BOX 2561, JERSEY CITY, NEW JERSEY 07303-
2561, TELEPHONE NO. (201) 324-0137.

The Company may, in its discretion or in the discretion of the
Subscription Agent, waive a technical or minor defect or irregularity, and may
permit an easily correctable defect or irregularity to be corrected within such
time as it may determine, or may reject any exercise of a Right or other
subscription that has been made improperly and is not easily correctable.
Certificates for shares of Common Stock duly subscribed and paid for and
accepted by the Company in this offering will be issued and delivered to the
purchasers as soon as practicable.

Detailed instructions concerning the method of exercising Rights will
be included in an instruction letter accompanying the Warrants.

RIGHTS EXPIRATION DATE

The Rights may be exercised at any time during the offering period,
which expires at 5:00 p.m. New York time on September 22, 1997 (the "Expiration
Date"). Following the Expiration Date, all unexercised Rights will terminate and
all Warrants will be void.

LATE DELIVERY OF WARRANTS

If the Subscription Agent has received, prior to 5:00 p.m. New York
time, on the Expiration Date, full payment as specified above for the total
number of shares of Common Stock subscribed for by a stockholder, together with
a Notice of Guaranteed Delivery from a bank or trust company or a member of a
recognized securities exchange in the United States, stating the name of the
subscriber, the number of Rights represented by the

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<PAGE>

Warrant, and the number of shares of Common Stock subscribed for, and
guaranteeing that the Warrant will be delivered within 3 business days to the
Subscription Agent, such subscription will be accepted by the Subscription
Agent, subject to withholding of the stock certificate representing the shares
of Common Stock subscribed for pending receipt of the duly executed Warrant.

STOCKHOLDERS WHO FAIL TO DELIVER THEIR SIGNED SUBSCRIPTION WARRANT AND
FULL PAYMENT (INCLUDING FINAL CLEARANCE OF ANY CHECKS) TO THE SUBSCRIPTION
AGENT, OR PAYMENT WITH GUARANTY OF DELIVERY AS SET FORTH ABOVE, PRIOR TO THE
EXPIRATION DATE WILL BE DEEMED TO HAVE WAIVED THEIR SUBSCRIPTION RIGHTS IN THEIR
ENTIRETY.

FOREIGN RESTRICTIONS

Warrants will not be mailed to any stockholder whose record address is
outside the United States, Canada or Mexico, or whose record address is an APO
or FPO address. However, each of the stockholders will be sent a prospectus
along with instructions on how to exercise their Rights through the Subscription
Agent. The Rights to which such an unmailed Warrant relates will be held by the
Subscription Agent for the respective stockholder's account until instructions
are received from such stockholder to exercise the Rights. If no instructions
have been received by 12:00 noon, New York time, two business days prior to the
Expiration Date, the rights of such stockholder, together with the Rights of
stockholders whose addresses are not known by the Subscription Agent, will
expire.

SUBSCRIPTION PROCEEDS

All funds received by the Subscription Agent from the exercise of
basic subscription privileges will be sent promptly by the Subscription Agent to
the Company. All funds received by the Subscription Agent from the exercise of
oversubscription privileges will be held by the Subscription Agent until the
Expiration Date, whereupon the funds will be disbursed to the Company and the
oversubscribers, depending on the extent of the oversubscriptions. No interest
will be paid to stockholders on funds returned due to cancellation of the
Offering or proration of oversubscriptions.

DETERMINATION OF SUBSCRIPTION PRICE

The Board of Directors has established the Subscription Price at
$16.00 per share because that is a price at which the Board of Directors
believes all stockholders will be able and willing to participate in the Rights
Offering with the least dilutive effect on the value of the outstanding shares.
The Company's Common Stock has recently traded on the NYSE for as low as $9.50
and as high as $25.00 per share.

USE OF PROCEEDS

Assuming the entire 340,000 shares are sold in the Offering, the
Company would raise approximately $5,440,000. Expenses for the Rights Offering
are estimated at

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<PAGE>

approximately $192,000 which would result in net proceeds to the Company of
approximately $5,248,000. The Company intends to use the proceeds of the Rights
Offering to repay short-term indebtedness, for continued real estate development
activities, and to provide working capital for the Company's continuing
operations. Assuming the Offering is fully subscribed, and assuming that the
cost of funding the Company's future operations is consistent with the cost of
funding the Company's past operations, the Company should have sufficient
funding to fund its operations at their present level into the year 2001. If the
Offering is not fully subscribed, or if the Company undertakes additional
operations or experiences any significant changes in the level or nature of its
present operations, or if the Company uses a significant amount of the proceeds
from this Offering in its real estate development activities, the Company may
require additional funding before the year 2001.

The Company experienced a cash deficiency in early 1997, thus
necessitating the Company's borrowing a total of $280,700 from an unrelated
third party in June, 1997. The borrowed cash is being used to fund the Company's
ongoing operations through approximately October, 1997 (the anticipated month
for receipt of proceeds of the Rights Offering). The loan accrues simple
interest at the annual rate of 1% above the floating prime commercial lending
rate as published in the Wall Street Journal. The Company will use some of the
proceeds from the Rights Offering to repay this loan. The Company may also use
some of the proceeds from the Rights Offering to repay a bank loan from Zions
First National Bank that was used to fund operations. The bank loan accrues
interest at the rate of 1% above the floating prime rate for the bank, and as of
June 30, 1997, the outstanding balance of the bank loan was $446,598.

Proceeds from the Rights Offering will also be used by the Company to
continue to formulate and implement development plans for the Company's real
estate. While the Board of Directors believes that the current value of the
Company's real property is in excess of its book value, by an orderly
development of its properties, the Board of Directors is of the opinion that its
value will continue to increase as the real estate market improves in the Park
City area and funds become more readily available to finance real estate
development.

Many factors will affect the Company's strategies with respect to
development of its real estate. Some of these factors which the Company must
address and resolve in developing a comprehensive long term business plan for
its real estate development include, but are not necessarily limited to,
competition, cooperative agreements with other parties, governmental approvals,
master plans, engineering, installation of improvements, and financing.

In addition, pursuant to a settlement agreement dated November 6,
1992, between United Park and Royal Street Land Company, Deer Valley Resort
Company, Royal Street of Utah, Royal Street Development Company (collectively
"Deer Valley"), and Wells Fargo Bank, N.A., United Park has the opportunity,
under certain circumstances, to develop, without the encumbrance of the Deer
Valley Ski Lease, certain parcels of land which are currently subject to the
Deer Valley Ski Lease. This settlement agreement also provides Deer

-12-
<PAGE>

Valley, under certain circumstances, the opportunity to acquire United Park's
interest in the surface estate of the balance of the land within the Deer Valley
Ski Lease. Both United Park's and Deer Valley's opportunities concerning these
parcels of land are contingent upon master plan approval by the Park City
Municipal Corporation ("Park City") and acceptance of the master plan by United
Park. In 1993, United Park began actively working on the design of a real estate
development project on these parcels of land known as Flagstaff Mountain in Deer
Valley. In 1994, United Park requested annexation and master plan approval for
the project from Park City. United Park revised the master plan and diligently
pursued approval for the project from Park City during 1995, 1996 and the first
part of 1997. At the end of June, 1997, United Park ceased discussions with Park
City regarding annexation and master plan approval of the project due to
unacceptable economic and development restrictions proposed for the project by
Park City. United Park, with the cooperation of Deer Valley, is pursuing its
development opportunities for the project in the county where the project is
located. It is anticipated that proceeds from the Rights Offering will be used
in the Company's efforts to obtain approval for this project and may be used in
the eventual development of the Flagstaff Mountain project.

The Company has, from time to time, had discussions of a preliminary
nature with various entities regarding arrangements which would allow the
Company, either on its own or in a joint venture, to develop other portions of
its real property or to purchase property that would provide income to the
Company. The Company may use some of the proceeds from the Rights Offering to
pursue such discussions and, to the extent available, may use some of the
proceeds to consummate any agreement which may be reached as a result of any
such discussions.

In 1995, the Company developed and constructed a mine tour attraction
at some of its mining facilities. The mine tour attraction is operated by the
Company's wholly owned subsidiary Park City Silver Mine Adventure, Inc. The
mine tour attraction is located at the Ontario Mine and includes history and
mining exhibits, multi-media presentations, computer interactive programs,
dioramas, a theater, and pictorial displays, along with a gift shop and a food
concession. The primary attraction is an underground tour of a part of the
Company's Ontario Mine. As part of this attraction, guests descend 1,500 feet
into the Ontario Mine, ride a specially designed mine train through mine
tunnels, view mine equipment from several different eras, and observe a multi-
media presentation. In 1996 the mine tour attraction lost approximately
$600,000 (exclusive of depreciation), on total revenue of $1.3 million.
Management anticipates that the mine tour attraction will pay for its direct
expenses in 1997, and will become profitable thereafter. Proceeds from the
Rights Offering will be used to defray some of the operating expenses of the
mine tour adventure until such time as it becomes profitable.

In the event the Rights Offering is not fully subscribed, the proceeds
from the Rights Offering will be used first to repay short-term indebtedness to
an unrelated third party in the amount of approximately $280,700, second, to
repay a bank loan in the amount of approximately $446,598, third, to fund
operating expenses and working capital, and fourth, for real estate development.

-13-
<PAGE>

DILUTION

If a stockholder does not exercise the entire basic subscription
privilege represented by the Warrants received in this Offering, the
stockholder's percentage ownership in the Company will decrease. For example, a
stockholder owning 10,000 shares of the Company's common stock presently owns
0.370% of the Company's outstanding common stock. Assuming the stockholder does
not exercise his or her basic subscription privilege to purchase any of the
Shares, and assuming all of the Shares are sold in this Offering, the
stockholder's percentage ownership in the Company following the Offering will
decrease to 0.328%. IN ORDER TO PREVENT SUCH A DILUTION, THE BOARD OF DIRECTORS
OF THE COMPANY ENCOURAGES ALL STOCKHOLDERS TO FULLY EXERCISE THEIR RIGHTS IN
THIS RIGHTS OFFERING.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on the NYSE. The following table
sets forth the high and low closing prices for the Common Stock and volume
traded on the NYSE:

=======================================================
New York Stock Exchange
Price Range and Volume
=======================================================
HIGH LOW VOLUME
---- --- ------
-------------------------------------------------------
Third Quarter 1996 $13.875 $11.625 52,000 shares
-------------------------------------------------------
Fourth Quarter 1996 $11.500 $ 9.500 213,000 shares
-------------------------------------------------------
First Quarter 1997 $13.750 $11.125 233,800 shares
-------------------------------------------------------
Second Quarter 1997 $21.187 $12.375 298,500 shares
-------------------------------------------------------

DESCRIPTION OF COMMON STOCK

As of August 1, 1997, the Company had 3,750,000 shares of Common
Stock, $0.01 par value, authorized, of which 2,704,492 shares were outstanding,
1,294 shares were held by the Company as treasury shares, and 120,833 shares
were reserved for issuance under the Company's Stock Option Plan.

The following statements with respect to the Company's Common Stock
are subject to the detailed provisions of its Restated Certificate of
Incorporation, as amended. These statements do not purport to be complete and
are qualified in their entirety by reference to the terms of the Restated
Certificate of Incorporation, which is incorporated by reference in this
Prospectus.

-14-
<PAGE>

New York Stock Exchange. The shares of Common Stock are listed on the
-----------------------
New York Stock Exchange under the stock symbol "UPK." It is anticipated that
the shares of Common Stock issued pursuant to this Offering will also be listed
on the New York Stock Exchange under the same stock symbol.

Dividends. The holders of outstanding shares of Common Stock are
---------
entitled to receive dividends when and as declared by the Board of Directors.
No dividends have been paid by the Company in the past, and it is unlikely that
they will be paid in the foreseeable future.

Voting Rights. Each outstanding share of Common Stock is entitled to
-------------
one vote on all matters submitted to a vote of stockholders. There is no
cumulative voting. The Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the Company in any manner not inconsistent with
the laws of the State of Delaware or the Restated Certificate of Incorporation
of the Company, subject to the power of the stockholders to adopt, amend, or
repeal the bylaws.

Liquidation/Preemptive Rights, Etc.. The shares of Common Stock are
-----------------------------------
neither redeemable nor convertible, and the holders thereof have no preemptive
rights to purchase any securities of the Company. Upon the liquidation,
dissolution, or winding up of the Company, the holders of Common Stock are
entitled to receive, pro rata, any assets of the Company which are legally
available for distribution after payment of all debts and other liabilities.

No Assessment. When issued and paid for, the shares of Common Stock
-------------
are fully paid and not liable for further call or assessment.

Transfer Agent/Registrar. The Transfer Agent and Registrar for the
------------------------
Company's Common Stock is First Chicago Trust Company of New York, P.O. Box 2500
Jersey City, New Jersey 07303-2500, telephone: (201) 324-0498.

FEDERAL INCOME TAX CONSEQUENCES

The following is a brief summary of the federal income tax
consequences of the distribution and exercise of Rights pursuant to the Rights
Offering. This summary is not tax advice, and is based only on the Company's
understanding of current federal income tax law. The Company does not make any
representation regarding the continuation of such law and does not attempt to
describe any state or local tax laws. The summary does not consider specific
facts and circumstances that may be relevant to a particular stockholder's tax
position. Each stockholder is urged to consult a tax advisor with respect to
federal income tax consequences as well as any tax consequences that may arise
under the laws of any state, municipality or foreign jurisdiction. The Company
understands that the federal income tax consequences are as follows:

1. The distribution of Rights to the Company's stockholders pursuant
to the Rights Offering should qualify as a nontaxable distribution of stock
under Section 305(a) of the

-15-

<PAGE>

Internal Revenue Code of 1986, as amended, with the result that stockholders
will not recognize any taxable income upon the receipt of the Rights.

2. If a Right is exercised, no taxable gain or loss will result to
the stockholder. The Common Stock acquired thereby will have a tax basis equal
to the cash paid to acquire such Common Stock plus, potentially, a portion of
the stockholder's basis in his or her original stock. Qualified tax advice
should be sought to determine a particular stockholder's basis in the new Common
Stock. The holding period for such new Common Stock will begin on the date so
acquired.

3. If a Right is allowed to expire without being exercised, the
stockholder will not recognize a loss or gain. The stockholder's basis in his
or her original stock will remain unchanged by the Rights Offering.

4. The Company will not recognize any taxable income from the
issuance of Rights or of Common Stock pursuant to the Rights Offering, nor will
the Company be entitled to any deduction thereby.

EXPERTS

The Consolidated Balance Sheet as of December 31, 1996, and the
Consolidated Statements of Operations, Changes in Stockholders' Equity and Cash
Flows for the years ended December 31, 1996, and 1995, included in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission
on April 15, 1997, which is incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report of Coopers & Lybrand, L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

LEGAL MATTERS

The legality of the Common Stock offered hereby will be passed on for
the Company by Randy K. Johnson, P.C., Salt Lake City, Utah.

MATERIAL CHANGES

There have been no material changes in the Company's affairs since
December 31, 1996 which have not been described in the Company's quarterly
reports filed, or to be filed, with the Securities and Exchange Commission for
the quarters ended March 31, 1997, and June 30, 1997, in the Report on Form 8-K
filed with the Securities and Exchange Commission on July 18, 1997, or in this
Prospectus.

-16-
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUSc

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is an itemized statement of the estimated amounts of all
expenses in connection with the issuance and distribution of the securities that
are the subject of this Registration Statement:

Item Amount
---- --------
<S> <C>

Securities and Exchange Commission.......................... $ 2,000

Printing and mailing expenses............................... $ 40,000

Legal fees and expenses..................................... $ 50,000

New York Stock Exchange Listing fee......................... $ 15,000

Accounting fees and expenses................................ $ 5,000

Blue Sky fees and expenses.................................. $ 5,000

Transfer agent fees......................................... $ 25,000

Subscription Agent fees..................................... $ 35,000

Miscellaneous............................................... $ 15,000
--------

Total............................................. $192,000
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. The Company's Restated
Certificate of Incorporation contains the following provision for the
indemnification of directors and officers:

INDEMNIFICATION: Each director and each officer of the corporation
---------------
shall be indemnified by the corporation against all expenses, as hereinafter
defined, which shall necessarily or reasonably be incurred by him in connection
with any action, suit or proceeding to which he is or shall be a party, or with
which he may be threatened, by reason of his being or having been a director or
officer of the corporation, whether or not he continues to be a director or
officer at the time of incurring such expenses. As used in this

-17-
<PAGE>

paragraph, expenses shall include amount of judgments against, or amounts paid
in settlement by, such director or officer, other than amounts payable or paid
to the corporation, but shall not include any (a) expenses incurred in
connection with any matters as to which such director or officer shall be
adjudged in such action, suit or proceeding, without such judgment being
reversed, to be liable by reason of his negligence or wilful misconduct in the
performance of his duties as a director or officer, or (b) expenses incurred in
connection with any matters which shall have been subject to such action, suit
or proceeding, disposed of otherwise than by adjudication on the merits, unless
in relation to such matter such director or officer shall not have been liable
for negligence or wilful misconduct in the performance of his duties as a
director or officer. As to whether or not a director or officer was liable for
negligence or wilful misconduct in the performance of his duties as such
director or officer, the Board of Directors and each director and officer may
conclusively rely upon an opinion of legal counsel selected by or in the manner
designated by the Board of Directors. The foregoing right of indemnification
shall be in addition to any rights to which any director or officer may be or
become entitled by law, vote of stockholders or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

There have been no recent sales of unregistered securities.

ITEM 16. EXHIBITS.

The following are filed as exhibits to this Registration Statement:

Item No. Exhibit Sequential Page Number
- -------- ------- ----------------------
3.1 Restated Certificate of Incorporated by Reference from
Incorporation as amended by Amendment No. 1 to Form S-1
Certificate of Amendment of filed March 19, 1987 in File
Restated Certificate of No. 33-11328
Incorporation

3.2 Amendment of Restated Incorporated by Reference from
Certificate of Incorporation filed Amendment No. 1 to Form S-3
in Delaware on December 19, filed January 28, 1991 in File
1990 No. 33-37914

3.3 Amendment to Restated Incorporated by Reference from
Certificate of Incorporation filed Amendment No. 1 to Form S-3
in Delaware on September 8, 1993 filed October 12, 1993 in File
No. 33-67458

4.1 Form of Warrant ____

4.2 Form of Instructions for Warrants ____

-18-
<PAGE>
<TABLE>

4.3 Form of Transmittal Letter to ____
Stockholders in United States,
Canada and Mexico

4.4 Form of Transmittal Letter to ____
Stockholders outside United
States, Canada and Mexico

5.1 Opinion of Randy K. Johnson, ____
P.C. Re: Legality of Securities

8.1 Opinion of Randy K. Johnson, ____
P.C. Re: Tax Matters

24.1 Consent of Coopers & Lybrand, ____
L.L.P.

24.2 Consent of Randy K. Johnson, ____
P.C.

25.1 Power of Attorney of Joseph S. *
Lesser

25.2 Power of Attorney of Alan L. *
Gordon

</TABLE>

- ------------------------------
* Previously filed

ITEM 17. UNDERTAKINGS.

1. 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:

(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;

-19-
<PAGE>

(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;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purposes 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.

2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of United Park City Mines Company (the "Company") pursuant to any
provisions of its articles of incorporation or bylaws, or otherwise, the Company
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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit of proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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 whether such indemnification by it is against the
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

-20-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant, United Park City Mines Company, a Delaware corporation, 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 Park City, State of Utah, on August 5, 1997.

UNITED PARK CITY MINES COMPANY

By /s/ Hank Rothwell
----------------------
Hank Rothwell
President

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.

Signatures Title Date
---------- ----- ----
<S> <C> <C>

/s/ Hank Rothwell President,(Principal August 5, 1997
- ------------------------- Executive Officer) and
Hank Rothwell Director

/s/ Edwin L. Osika, Jr. Executive Vice President, August 5, 1997
- ------------------------- Secretary, Treasurer
Edwin L. Osika, Jr. (Principal Financial and
Accounting Officer) and
Director

/s/ Joseph S. Lesser Director August 5, 1997
- -------------------------
Joseph S. Lesser

/s/ Alan L. Gordon Director August 5, 1997
- -------------------------
Alan L. Gordon

</TABLE>

-21-

<PAGE>
EXHIBIT 4.1

UNITED PARK CITY MINES COMPANY WARRANT NO.
CUSIP NO. 911315 20 8

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
COMPANY'S PROSPECTUS DATED AUGUST ______, 1997 (THE "PROSPECTUS") AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM THE SUBSCRIPTION AGENT.

THIS CERTIFICATE OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK CITY TIME, ON
SEPTEMBER 22, 1997 (THE "EXPIRATION DATE").

EXERCISE PRICE $16.00 PER SHARE RIGHTS TO PURCHASE $0.01 PAR VALUE
COMMON STOCK OF
UNITED PARK CITY MINES COMPANY

_______________________________________________________________________________
The rights represented by this Warrant may be exercised by duly completing Form
1 below. Rights holders are advised to review the Prospectus and instructions,
copies of which are available from the Subscription Agent, before exercising
their Rights.
IMPORTANT: COMPLETE APPROPRIATE FORM AND, IF APPLICABLE, DELIVERY INSTRUCTIONS,
AND SIGN ON REVERSE SIDE.
_______________________________________________________________________________
The registered owner whose name is inscribed hereon, or assigns, is
entitled to subscribe for shares of $0.01 par value Common Stock upon the terms
and subject to the conditions set forth in the Prospectus and instructions
relating thereto.
By.........................................................................
Hank Rothwell
President
THIS WARRANT IS NON-TRANSFERABLE.

FORM 1 -- EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably
exercises one or more Rights to subscribe for shares of $0.01 par value Common
Stock as indicated below, on the terms and subject to the conditions specified
in the Prospectus, receipt of which is hereby acknowledged.
(a) Number of shares subscribed for pursuant to the Basic Subscription
Privilege (One Right needed to subscribe for each full share. This number
may NOT exceed the number of Rights set forth above)

____________________
(b) Number of shares subscribed for pursuant to the Oversubscription
Privilege (One Right needed to subscribe for each full share. This number
may not exceed the number of Rights set forth above)

____________________
(c) Total Subscription Price (total number of shares subscribed for --
pursuant to both the Basic Subscription Privilege and the Oversubscription
Privilege -- multiplied by the Exercise Price of $16.00 per share):

$________________*
METHOD OF PAYMENT (CHECK ONE)
[ ] CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO FIRST CHICAGO TRUST
COMPANY OF NEW YORK
[ ] WIRE TRANSFER DIRECTED TO FIRST NATIONAL BANK OF CHICAGO, ABA NO.
0710-0001-3 WITH FURTHER CREDIT TO ACCOUNT NO. 93-00007
[ ] CHECK HERE IF RIGHTS ARE BEING EXERCISED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY DELIVERED TO THE SUBSCRIPTION AGENT PRIOR TO THE
DATE HEREOF AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s) ......................................
Window Ticket Number (if any) ......................................
Date of Execution of Notice of Guaranteed Delivery ..................
Name of Institution which Guaranteed Delivery .......................

* If the amount enclosed or transmitted is not sufficient to pay the Total
Subscription Price for all shares that are stated to be subscribed for, or if
the number of shares being subscribed for is not specified, the number of
shares subscribed for will be assumed to be the maximum number that could be
subscribed for upon payment of such amount.
<PAGE>

FORM 2 -- DELIVERY INSTRUCTIONS: Name and/or address for mailing any stock
certificates or cash payment if other than shown on the reverse hereof:

Name: ................................
Address: .............................
......................................
......................................
......................................
......................................
(including Zip Code)

________________________________________________________________________________
IMPORTANT
RIGHTS HOLDER SIGN HERE

...............................................................................
...............................................................................
(SIGNATURE OF HOLDER(S))
Area Code and
Telephone Number ..............................................................
(HOME)

...............................................................................
(BUSINESS)
Tax Identification or
Social Security No. ...........................................................

Dated: .................................................................., 1997

(Must be signed by the registered holder(s) exactly as name(s) appear(s)
on this Warrant. If signature is by trustee(s), executor(s), administrator(s),
guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or
another acting in a fiduciary or representative capacity, please provide the
following information. See Instructions.)

Name(s) .....................................................................
............................................................................
(PLEASE PRINT)

Capacity ....................................................................
Address ....................................................................
(INCLUDING ZIP CODE)

GUARANTEE OF SIGNATURE(S)
NOTE: SEE PARAGRAPH 3(C) OF INSTRUCTIONS
Authorized Signature ........................................................
Name ........................................................................
Title .......................................................................
Name of Firm ................................................................
Address .....................................................................
Area Code and Telephone Number ..............................................
Dated: ................................................................, 1997

<PAGE>
EXHIBIT 4.2

UNITED PARK CITY MINES COMPANY
INSTRUCTIONS FOR WARRANTS

CONSULT THE SUBSCRIPTION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS

NEITHER THE WARRANTS NOR THE RIGHTS ARE TRANSFERABLE

The following instructions relate to a rights offering ("Rights Offering") by
United Park City Mines Company, a Delaware corporation ("Company"), to the
holders of its $0.01 par value common stock ("Common Stock") as described in the
Company's Prospectus dated August ______, 1997 ("Prospectus"). Holders of
record of Common Stock at the close of business on August 18, 1997 ("Record
Date") are receiving one right ("Right") for each eight shares of Common Stock
held by them on the Record Date. Each Right is exercisable, upon payment of
$16.00 in cash ("Exercise Price"), to purchase one share of Common Stock
pursuant to a basic subscription ("Basic Subscription" or "Basic Subscription
Privilege"). After all Basic Subscriptions are processed, a certain number of
shares may be available for oversubscription. Holders who exercise the Basic
Subscription Privilege in full will be entitled to subscribe for additional
shares ("Oversubscription" or "Oversubscription Privilege"), subject to
allotment. If the shares available for Oversubscription are not sufficient to
satisfy all Oversubscriptions, the remaining shares will be allotted based upon
the number of shares subscribed for under the Oversubscription Privilege.
Payment in full for all shares subscribed for in both the Basic Subscription
Privilege and the Oversubscription Privilege ("Total Subscription Price") must
be received (including final clearance of any checks) by the Subscription Agent
by 5:00 p.m., New York City time, on September 22, 1997 ("Expiration Date").
Any refund in connection with shares subscribed for but not purchased due to the
pro rata allotment will be delivered, without interest, as soon as practicable
after the expiration of the Rights Offering.

The Rights will expire at 5:00 p.m., New York City time, on the Expiration Date.

The number of Rights to which you are entitled is printed on the face of your
Warrant. You should indicate your wishes with regard to the exercise of your
Rights by completing the appropriate form or forms on your Warrant and returning
the Warrant, together with your payment, to First Chicago Trust Company of New
York ("Subscription Agent") in the envelope provided.

YOUR WARRANTS MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, OR GUARANTEED DELIVERY
REQUIREMENTS WITH RESPECT TO YOUR WARRANTS MUST BE COMPLIED WITH, AND PAYMENT OF
THE TOTAL SUBSCRIPTION PRICE (INCLUDING FINAL CLEARANCE OF ANY CHECKS) MUST BE
RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,
ON THE EXPIRATION DATE. YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT.

1. EXERCISE AND SUBSCRIPTION:

To exercise Rights, complete Form 1 on your Warrant and send your properly
completed and executed Warrant, together with payment in full of the Total
Subscription Price to the Subscription Agent. Please note that the number of
shares subscribed for in the Basic Subscription Privilege in part (a) of Form 1
is limited to the number of Rights set forth on your Warrant. Please also note
that the number of shares subscribed for in the Oversubscription Privilege in
part (b) of Form 1 is also limited to the number of Rights set forth on your
Warrant. IF YOU COMPLETE EITHER OF THESE SECTIONS FOR MORE THAN THE NUMBER OF
RIGHTS SET FORTH ON YOUR WARRANT, YOUR ENTIRE SUBSCRIPTION WILL BE VOID. PLEASE
EXERCISE CARE IN PROPERLY COMPLETING THESE SECTIONS.

Payment of the Total Subscription Price must be made in US dollars (a) by
check or bank draft drawn upon a US bank or postal, telegraphic or express money
order payable to First Chicago Trust Company of New York, as Subscription Agent,
or (b) by wire transfer of funds to the account maintained by the Subscription
Agent for such purpose at First National Bank of Chicago, ABA No. 0710-0001-3
with further credit to Account No. 93-00007. The Total Subscription Price will
be deemed to have been received by the Subscription Agent only upon (i) the
clearance of any uncertified check, (ii) the receipt by the Subscription Agent
of any certified check or bank draft drawn upon a US bank or any postal,
telegraphic or express money order or (iii) the receipt of good funds in the
Subscription Agent's account designated above. If paying by uncertified
personal check, please note that the funds paid thereby may take five or more
business days to clear. Accordingly, holders of Rights who wish to pay the
Total Subscription Price by means of uncertified personal check are urged to
make payment sufficiently in advance of the Expiration Date to ensure that such
payment is received and clears by such date and are urged to consider payment by
means of certified or cashier's check, money order, or wire transfer of funds.
The Company may waive this condition and any other condition in its sole
discretion. You may cause a written guarantee substantially in the form of
Exhibit A to these instructions ("Notice of Guaranteed Delivery") from a member
of a recognized securities exchange in the United States, or from a commercial
bank or trust company having an office or correspondent in the United States
(each of the foregoing being an "Eligible Institution"), to be received by the
Subscription Agent at or prior to the Expiration Date together with payment in
full of the Total Subscription Price. Such Notice of Guaranteed Delivery must
state your name, the number of Rights represented by your Warrant, the number of
<PAGE>

shares subscribed for under the Basic Subscription Privilege, the number of
shares subscribed for under the Oversubscription Privilege, and that the
Eligible Institution will guarantee delivery to the Subscription Agent of your
properly completed and executed Warrant(s) within five New York Stock Exchange
trading days following the date of the Notice of Guaranteed Delivery. If this
procedure is followed, your Warrant must be received by the Subscription Agent
within five New York Stock Exchange trading days of the Notice of Guaranteed
Delivery . Additional copies of the Notice of Guaranteed Delivery may be
obtained upon request from the Subscription Agent at the address, or by calling
the telephone number, indicated below.

Banks, brokers and other nominee holders of Rights who exercise Rights on
behalf of beneficial owners of Rights will be required to certify to the
Subscription Agent and the Company, as to the aggregate number of Rights which
have been exercised, the number of shares thereby subscribed for under the Basic
Subscription Privilege, and the number of shares thereby subscribed for under
the Oversubscription Privilege by each beneficial owner of Rights (which may
include such nominee) on whose behalf such nominee is acting.

The address, telephone number, and facsimile numbers of the Subscription
Agent are as follows:

IF BY MAIL: IF BY HAND:
First Chicago Trust Company of First Chicago Trust Company of
New York New York
Tenders & Exchanges Tenders & Exchanges
Mail Suite 4660 c/o The Depository Trust Company
P.O. Box 2569 55 Water Street
Jersey City, New Jersey 07303-2569 DTC TAD
Vietnam Veterans Memorial Plaza
New York, New York 10041

IF BY OVERNIGHT COURIER:
First Chicago Trust Company of New York
Tenders & Exchanges
14 Wall Street, 8/th/ Floor
Suite 4680
New York, New York 10005

Telephone and Facsimile Numbers:
Telephone: (201) 324-0137
Facsimile (for Eligible Institutions only): (201) 222-4720 or (201) 222-4721

2. DELIVERY OF STOCK CERTIFICATES

If the Subscription Agent receives payment and a properly completed and
executed Warrant for the Basic Subscription Privilege only, stock certificates
for shares subscribed for will be delivered as soon as practicable after receipt
of the Warrant and clearance of the payment. As soon as practicable after
termination of the Rights Offering, the Subscription Agent will mail to the
remaining exercising Rights holders certificates representing shares of Common
Stock. Refunds will be made, if necessary, for shares subscribed for in the
Oversubscription Privilege but not issued due to the pro rata allotment.
Delivery of stock certificates and any payments, without interest, for any
refunds due to allotment in the Oversubscription Privilege will be made to the
address shown on the face of your Warrant unless you provide instructions to the
contrary on Form 2.

3. EXECUTION:

(a) Execution by Registered Holder. The signature on the Warrant must
correspond with the name of the registered holder exactly as it appears on the
face of the Warrant without any alteration or change whatsoever. Persons who
sign the Warrant in a representative or other fiduciary capacity must indicate
their capacity when signing and, unless waived by the Subscription Agent in its
sole and absolute discretion, must present to the Subscription Agent
satisfactory evidence of their authority to so act.

(b) Execution by Persons Other than Registered Holder. If the Warrant is
executed by a person other than the holder named on the face of the Warrant,
proper evidence of authority of the person executing the Warrant must accompany
the same unless, for good cause, the Subscription Agent dispenses with proof of
authority.

(c) Signature Guarantees. Your signature must be guaranteed by an Eligible
Institution if you specify special payment or delivery instructions pursuant to
Form 2.
<PAGE>

4. METHOD OF DELIVERY OF WARRANTS:

The method of delivery of Warrants and payment of the Total Subscription
Price to the Subscription Agent will be at the election and risk of the Rights
holder, but, if sent by mail, it is recommended that they be sent by registered
mail, properly insured, with return receipt requested, and that a sufficient
number of days be allowed to ensure delivery to the Subscription Agent and the
clearance of any checks sent in payment of the Total Subscription Price prior to
5:00 p.m., New York City time, on the Expiration Date.

<PAGE>
EXHIBIT A
TO INSTRUCTIONS

NOTICE OF GUARANTEED DELIVERY
for
WARRANTS
issued by
UNITED PARK CITY MINES COMPANY

This form, or one substantially equivalent hereto, must be used to exercise
Rights pursuant to the Rights Offering described in the Prospectus dated August
___, 1997 ("Prospectus") of United Park City Mines Company, a Delaware
corporation ("Company"), if a holder of Rights cannot deliver the Warrant(s)
evidencing the Rights to the Subscription Agent listed below at or prior to 5:00
p.m., New York City time, on September 22, 1997 ("Expiration Date"). Such form
must be delivered by hand or sent by telegram, facsimile transmission or mail to
the Subscription Agent, and must be received by the Subscription Agent on or
prior to the Expiration Date. See "The Offering -- Late Delivery of Warrants"
in the Prospectus. Payment of the Total Subscription Price for all shares
subscribed for under both the Basic Subscription Privilege and the
Oversubscription Privilege must be received by the Subscription Agent in the
manner specified in the Prospectus at or prior to 5:00 p.m., New York City time,
on the Expiration Date even if the Warrant evidencing the Rights is being
delivered pursuant to the procedure for guaranteed delivery thereof.

The Subscription Agent is:
First Chicago Trust Company of New York

IF BY OVERNIGHT COURIER:
First Chicago Trust Company of New York
Tenders & Exchanges
14 Wall Street, 8/th/ Floor
Suite 4680
New York, New York 10005

Telephone and Facsimile Numbers:
Telephone: (201) 324-0137
Facsimile (for Eligible Institutions only): (201) 222-4720 or (201) 222-4721

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
<PAGE>

UNITED PARK CITY MINES COMPANY

Gentlemen:

The undersigned hereby represents that he or she is the holder of
Warrant(s) representing ___________________________________ Rights and that such
Warrant(s) cannot be delivered to the Subscription Agent at or before 5:00 p.m.,
New York City time, on the Expiration Date. Upon the terms and subject to the
conditions set forth in the Prospectus, receipt of which is hereby acknowledged,
the undersigned hereby elects to subscribe for ___________________________
shares pursuant to the Basic Subscription Privilege and
_________________________ shares pursuant to the Oversubscription Privilege with
respect to the Rights represented by such Warrant(s). The undersigned
understands that payment of the Total Subscription Price for shares subscribed
for must be received by the Subscription Agent at or before 5:00 p.m., New York
City time, on the Expiration Date and represents that such payment, in the
aggregate amount of $_________________________________, either (check
appropriate box):

[ ] is delivered herewith [ ] is delivered separately
in the manner set forth below (check appropriate box and complete information
relating thereto):
[ ] wire transfer of funds
-- name of transferor institution ........................................
-- date of transfer ......................................................
-- confirmation number (if available) ....................................
[ ] uncertified check (Payment by uncertified check will not be deemed to have
been received by the Subscription Agent until such check has cleared.
Holders paying by such means are urged to make payment sufficiently in
advance of the Expiration Date to ensure that such payment clears by such
date
[ ] certified check
[ ] bank draft (cashier's check)
[ ] money draft
-- name of maker .........................................................
-- date and number of check, draft or money order ........................
-- bank on which check is drawn or issuer of money order..................

Signature(s) ........................... Address ............................
........................................ ....................................
Name(s)................................. ....................................
Tel. No(s). ........................

Warrant Number(s), if available ...............................................

GUARANTEE OF DELIVERY
(Not to be used for Warrant signature guarantee)

The undersigned, a member of a recognized securities exchange in the United
States, or a commercial bank, or trust company having an office or correspondent
in the United States, guarantees that the undersigned will deliver to the
Subscription Agent the Warrant(s) representing the Rights being exercised
hereby, with any required signature guarantees and any other required documents,
all within five New York Stock Exchange trading days after the date hereof.

..................................... Dated: .............................
..................................... ....................................
..................................... ....................................
(Address) (Name of Firm)

..................................... ....................................
(Area Code and Telephone Number) (Authorized Signature)

The institution which completes this form must communicate the guarantee to
the Subscription Agent and must deliver the Warrant(s) to the Subscription Agent
within the time period shown herein. Failure to do so could result in financial
loss to such institution.

<PAGE>

EXHIBIT 4.3

[Company Letterhead]

IMPORTANT NOTICE

CONCERNING YOUR RIGHT TO SUBSCRIBE
FOR ADDITIONAL COMMON STOCK

THE ENCLOSED WARRANT MAY HAVE VALUE. IT EXPIRES 5:00 P.M.,
NEW YORK CITY TIME, SEPTEMBER 22, 1997,
AND WILL BE VALUELESS THEREAFTER.

________ ________, 1997

To Holders of Common Stock of United Park City Mines Company:

The enclosed Warrant entitles you to subscribe for additional shares
of Common Stock of United Park City Mines Company in accordance with the offer
made in the accompanying Prospectus.

The number of Rights shown on your Warrant is equal to one eighth the
number of shares of Common Stock registered in your name at the close of
business on August 18, 1997, rounded up to the nearest whole number. The
Warrant entitles you to subscribe for additional shares of Common Stock at a
Subscription Price of $16.00 per share pursuant to (i) a basic subscription
privilege, and (ii) an oversubscription privilege described below. One (1)
Right and payment of a Subscription Price of $16.00 per share are required to
subscribe pursuant to the basic subscription privilege for one(1) additional
share of Common Stock.

If you fully exercise your basic subscription privilege, you are also
entitled pursuant to an oversubscription privilege to subscribe for additional
shares at $16.00 per share, subject to allotment. If there are insufficient
shares of Common Stock to fill all oversubscriptions, the shares of available
Common Stock will be allocated pro rata among the oversubscribers based upon the
number of shares subscribed for pursuant to the oversubscription privilege.

The Rights and the Warrants are not transferable, nor will they be
listed on any stock exchange for trading.

Please note that the Rights and Warrants expire at 5:00 P.M., New York
time, on September 22, 1997, and will be valueless thereafter. If you wish to
purchase additional shares of Common Stock pursuant to your basic subscription
privilege and, if applicable, your oversubscription privilege, complete and
return the Warrant to the Subscription Agent, together with the Subscription
Price for the additional shares, in accordance with the Instructions for
Warrants.

Generally, the receipt or exercise of the Rights will not constitute
taxable income for United States Federal income tax purposes. You are advised
to consult your own tax advisor for additional information.

We urge you to exercise your Rights so that you may realize their
value.

Very truly yours,

HANK ROTHWELL
President

<PAGE>

EXHIBIT 4.4

[Company Letterhead]

IMPORTANT NOTICE

CONCERNING YOUR RIGHT TO SUBSCRIBE FOR
ADDITIONAL COMMON STOCK

_______________ _______, 1997

To Holders of Common Stock of
United Park City Mines Company
whose addresses are outside the
United States, Canada, or Mexico
or who have APO or FPO addresses

There is being held for your account by First Chicago Trust Company of
New York (the "Subscription Agent") a Warrant evidencing your privilege to
subscribe for additional shares of Common Stock of United Park City Mines
Company. A Prospectus setting forth the terms and conditions of the Offering is
enclosed.

If you desire to exercise your Rights for the purchase of additional
Common Stock, written notification of your exercise of your Rights and payment
in United States dollars for the shares subscribed for should be made to First
Chicago Trust Company of New York, Suite 4660, P.O. Box 2569, Jersey City, New
Jersey 07303-2569.

Unless you exercise your Rights before 12:00 Noon, New York time, on
September 22, 1997, the Rights held for you will expire at that time.

Very truly yours,

HANK ROTHWELL
President

<PAGE>
EXHIBIT 5.1

Law Offices
of
RANDY K. JOHNSON
a Professional Corporation
139 E. South Temple, Suite 510
Salt Lake City, Utah 84111
Phone: (801) 537-1230 Fax: (801) 364-7365

August 4, 1997

United Park City Mines Company
P.O. Box 1450
Park City, Utah 84060

RE: UNITED PARK CITY MINES COMPANY
RIGHTS OFFERING
LEGALITY OF SECURITIES

Gentlemen:

This firm has acted as your counsel in connection with the filing of a
Registration Statement on Form S-3, Registration No. 333-30931, and amendments
thereto with the Securities and Exchange Commission. The Registration Statement
relates to a Rights Offering to your stockholders, pursuant to which up to
340,000 shares (the "Shares") of the Company's $0.01 par value Common Stock may
be issued.

We have examined copies of the Restated Certificate of Incorporation
and three Certificates of Amendment of the Restated Certificate of Incorporation
that have been filed with the Delaware Secretary of State. We have also
examined such statutes and documents and have made such other investigation as
we have deemed necessary in connection with the opinion expressed herein.

Based upon the foregoing, we are of the opinion that the Shares, when
sold, will be legally issued, fully paid, and non-assessable.

Very truly yours,

/s/ Randy K. Johnson, P.C.

<PAGE>

EXHIBIT 8.1

Law Offices
of
RANDY K. JOHNSON
a Professional Corporation
139 E. South Temple, Suite 510
Salt Lake City, Utah 84111
Phone: (801) 537-1230 Fax: (801) 364-7365

August 4, 1997

United Park City Mines Company
P.O. Box 1450
Park City, Utah 84060

RE: UNITED PARK CITY MINES COMPANY
RIGHTS OFFERING
TAX OPINION

Gentlemen:

In response to your request, we set forth herein our opinion as to
certain federal income tax issues relating to the distribution, holding, and
exercise of the Rights as described in the Prospectus filed with the Securities
and Exchange Commission as Part I of a Registration Statement on Form S-3 for
United Park City Mines Company.

The following opinion is based on the facts set forth in the
Prospectus and the related documents and exhibits, and on existing Code
provisions, regulations and their administrative and judicial interpretations.
If any of the facts are not correct, or if changes in the law occur, part or all
of our opinion could be modified or, in some circumstances, withdrawn. Our
opinion set forth below does not cover all federal income tax issues and does
not provide certainty as to the outcome of any tax issue. Our opinion has no
binding effect or official status of any kind. The Internal Revenue Service may
take a position contrary to our opinion, and if the matter is litigated, a court
may reach a decision contrary to our opinion.

Based upon the facts, law, and assumptions as described above, in our
opinion the summary of federal income tax consequences set forth in the
Prospectus to the extent it constitutes statements of law or legal conclusions,
is, in all material respects, a complete and accurate summary of the federal
income tax consequences occurring as a result of the distribution and exercise
of Rights.

Very truly yours,

/s/ Randy K. Johnson, P.C.

<PAGE>

Exhibit 24.1

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We consent to the incorporation by reference in this registration statement on
Amendment No. 1 to Form S-3 of our report dated April 3, 1997 on our audit of
the financial statements of United Park City Mines Company. We also consent to
the reference to our firm under the caption "Experts".

/s/ Coopers & Lybrand L.L.P.

Coopers & Lybrand L.L.P.

Salt Lake City, Utah
August 5, 1997

<PAGE>
EXHIBIT 24.2

Law Offices
of
RANDY K. JOHNSON
a Professional Corporation
139 E. South Temple, Suite 510
Salt Lake City, Utah 84111
Phone: (801) 537-1230 Fax: (801) 364-7365

August 4, 1997

We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming part of Amendment No. 1 to the Registration
Statement on Form S-3 of United Park City Mines Company and to the filing of the
opinion included as Exhibit 5.1 to Amendment No. 1 to the Registration Statement
and the opinion included as Exhibit 8.1 to Amendment No. 1 to the Registration
Statement.

/s/ Randy K. Johnson, P.C.