PRINCETON MINING CO
8-K, 2001-01-08
MISCELLANEOUS METAL ORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported) January 3, 2001


                         Regulation S-K Item 304(a) (3),

                            PRINCETON MINING COMPANY
             (Exact name of registrant as specified  in its charter)

                 IDAHO                                         82-6008727
    --------------------------------                     ----------------------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                         Identification No.)


   413  CEDAR  STREET,  WALLACE,  ID                              83873
---------------------------------------                        -----------
(Address of principal executive offices)                       (Zip  code)


       Registrant's telephone number, including area code:  (208) 752-1131













<PAGE>

ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANTS

     On January 3, 2001, the Board of Directors of Princeton Mining Company (the
"Company")  engaged  DeCoria,  Maichel  &  Teague P.S. to serve as the Company's
independent  accountants   for  the  fiscal   year  ending  December  31,  2000.
Concurrently,  the  Board of Directors dismissed Williams and Webster, P.S., the
Company's  previous independent accountants.  The engagement of DeCoria, Maichel
&  Teague P.S. and the dismissal of Williams and Webster, P.S. was pursuant to a
resolution  approved  and  passed  by  the  Company's  Board  of  Directors.

During  the  fiscal  year  ended  December  31, 1999, and the subsequent interim
periods  preceeding the dismissal, (i) there were no disagreements with Williams
and Webster, P.S. on any matter of accounting principles or practices, financial
statement  disclosure,  or  auditing scope or procedures, which disagreements if
not  resolved  to  its  satisfaction  would  have caused it to make reference in
connection  with  its  report  to  the  subject  matter of the disagreement, and
Williams and Webster, P.S. have not advised the Company of any reportable events
as  defined in paragraph (A) through (D) of Regulation S-K Item 304 (a) (1) (v).

     The  accountants'  report  of  Williams and Webster, P.S. as of and for the
year  ended December 31, 1999, did not contain any adverse opinion or disclaimer
of  opinion, but was qualified as to the uncertainty of the Company's ability to
continue  as  a  going  concern.


ITEM  7.     EXHIBIT

     Letter  dated  January  4,  2001, from Williams and Webster, P.S. regarding
change  in  certifying  accountants.














                                    SIGNATURE


Pursuant to the  requirements of Section 13 or 15(b) 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.

PRINCETON MINING COMPANY
(Registrant)


By:/s/ Dennis O'Brien                     Date:  January 3,  2001
----------------------------------        -----------------------
Dennis O'Brien
(Principal Financial and Accounting
Officer)


<PAGE>













(Letterhead of Williams & Webster, P.S.)




January 4,  2001



Securities  and  Exchange  Commissionand  Exchange  Commission
450  Fifth  Street  SW
Washington,  D.C.  20549

Re:     Princeton  Mining  Company
        Commission  File  Number  1-33233

Dear  Sirs:

We are in agreement with the statements made above by the registrant in its Form
8-K  dated  January  3,  2001.

Our independent auditor's report on the financial statements of Princeton Mining
Company  for  the  year ended December 31, 1999  contained no adverse opinion or
disclaimer  of  opinion,  nor  was  it  modified as to audit scope or accounting
principles,  but it was qualified as to the uncertainty of the Company's ability
to  continue

There were no disagreements with Princeton Mining Company, Inc. on any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure.

Sincerely,

/s/  Williams  &  Webster,  P.S.

Williams  &  Webster,  P.S.








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