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    <td width="100%" colSpan="2" height="1"><p class="MsoNormal" style="TEXT-ALIGN: center"
    align="center"><font size="4"><b>UNITED STATES</b></font></td>
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    <td width="100%" colSpan="2" height="28"><font size="4"><b>&nbsp;&nbsp; </b></font></td>
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    <td width="100%" colSpan="2" height="1"><p class="MsoNormal" style="TEXT-ALIGN: center"
    align="center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
  </tr>
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    <td width="100%" colSpan="2" height="1">&nbsp; </td>
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    <td width="100%" colSpan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
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  <tr>
    <td width="100%" colSpan="2" height="25">&nbsp;&nbsp; </td>
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  <tr>
    <td width="100%" colSpan="2" height="25"><p align="center"><font face="Times New Roman"
    size="3">REGISTRATION STATEMENT</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="25"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">ON FORM S-8</font></td>
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  <tr>
    <td width="100%" colSpan="2" height="25"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">UNDER THE SECURITIES ACT OF 1933</font></td>
  </tr>
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    <td width="100%" colSpan="2" height="25">&nbsp; </td>
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    <td width="100%" colSpan="2" height="26"><p align="center"><strong><u>Western Silver-Lead
    Corporation</u></strong></td>
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  <tr>
    <td width="100%" colSpan="2" height="21"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" height="25"><p align="center"><u>Florida</u></td>
    <td width="50%" height="25"><p align="center"><u>82-0190257</u></td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font size="2">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="2">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
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    <td align="center" width="50%" height="25"><p align="center"><u>445 Park Avenue, 9th Floor</u></td>
    <td width="50%" height="25"><p align="center"><u>10022</u></td>
  </tr>
  <tr>
    <td align="center" width="50%" height="21"><p align="center"><font size="2">(Address of
    Principal Executive Offices</font></td>
    <td width="50%" height="21"><p align="center"><font size="2">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="25"><p align="center"><u>2003 Employee
    Benefit Plan</u></td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="25"><p align="center"><font size="2">(Full
    title of the plan)</font></td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="25">&nbsp; </td>
  </tr>
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    <td align="center" width="100%" colSpan="2" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="25"><p align="center"><u>(212)
    307-3210</u></td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="1"><p align="center"><font size="2">(Issuer's
    Telephone Number)</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="25"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the Plan:</u></font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="21"><p class="MsoNormal" style="TEXT-ALIGN: center"
    align="center"><font size="2">As soon as practicable after this Registration Statement
    becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="25"><p align="center"><font size="2">Total
    Number of Pages: 8</font></td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="25"><p align="center"><font size="2">Exhibit
    Index begins on sequentially numbered page: 5</font></td>
  </tr>
</table>

<p align="center">Calculation of Registration Fee</p>

<table height="56" cellSpacing="0" width="100%" border="0">
  <tr>
    <td style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    width="26%" height="2"><font size="2">Title of Securities to be Registered</font></td>
    <td style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    align="center" width="15%" height="2"><font size="2">Amount to be Registered</font></td>
    <td style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    align="center" width="23%" height="2"><p align="center"><font size="2">Proposed Maximum
    Offering Price per Share</font></td>
    <td style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    align="center" width="22%" height="2"><p align="center"><font size="2">Proposed Maximum
    Aggregate Offering Price</font></td>
    <td
    style="BORDER-RIGHT: rgb(0,0,0) 1px solid; BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    align="center" width="14%" height="20"><p align="center"><font size="2">Amount of
    Registration Fee</font></td>
  </tr>
  <tr>
    <td
    style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    width="26%" height="2"><font size="2">Common Stock par value $.001</font></td>
    <td
    style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    align="center" width="15%" height="2"><p align="center"><font size="2">6,500,000</font></td>
    <td
    style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    align="center" width="23%" height="2"><p align="center"><font size="2">$0.06</font><font
    size="1">(1)</font></td>
    <td
    style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    align="center" width="22%" height="2"><p align="center"><font size="2">$390,000</font></td>
    <td
    style="BORDER-RIGHT: rgb(0,0,0) 1px solid; BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    align="center" width="14%" height="2"><p align="center"><font size="2">$35.88</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="5" height="1"><font size="2">(1) Estimated solely for the
    purpose of calculating the registration fee pursuant to Rule 457(h).</font></td>
  </tr>
</table>
</div>

<p><br style="PAGE-BREAK-BEFORE: always; mso-break-type: section-break" clear="all">
</p>
<div>

<p align="center"><strong>PART I</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p style="TEXT-ALIGN: justify">ITEM 1. PLAN INFORMATION</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The documents containing the information specified in Part I, Items 1 and 2, will be
delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated
under the Securities Act of 1933. </p>

<p style="TEXT-ALIGN: justify">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The participants shall be provided a written statement notifying them that upon written or
oral request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department) and telephone
number to which the request is to be directed.</p>

<p align="center"><strong>PART II</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By this reference,
the following documents filed by the Registrant with the Securities and Exchange
Commission (the &quot;Commission&quot;) are incorporated into and made a part of this
Registration Statement:</p>

<p><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant's Quarterly Reports on Form 10-QSB for the quarters ended June 30, 2003, March
31, 2003, December 31, 2002, June 30, 3002, and March 31, 2002, as filed with the
Commission.<br>
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002, as filed with the Commission.<br>
The Registrant's Current Report on Form 8-K as filed with the Commission on November 1,
2002.<br>
The description of the Registrant's Common Stock is set forth in the Registrant's
Definitive Proxy Statement as filed with the Commission on May 22, 2002.</font></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.</p>

<p style="TEXT-ALIGN: justify">ITEM 4. DESCRIPTION OF SECURITIES.</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Registrant's Common Stock is registered under Section 12(g) of the Exchange Act.</p>

<p style="TEXT-ALIGN: justify">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</p>

<p style="TEXT-INDENT: 0.5in; TEXT-ALIGN: justify">None.</p>

<p style="TEXT-ALIGN: justify">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Florida Business Corporation Act, as amended (the &quot;Florida Act&quot;), provides
that, in general, a business corporation may indemnify any person who is or was a party to
any proceeding (other than an action by, or in the right of, the corporation) by reason of
the fact that he or she is or was a director or officer of the corporation, against
liability incurred in connection with such proceeding, including any appeal thereof,
provided certain standards are met, including that such officer or director acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and provided further that, with respect to any criminal
action or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may indemnify any
person who was or is a party to any such proceeding by reason of the fact that he or she
is or was a director or officer of the corporation against expenses and amounts paid in
settlement actually and reasonably incurred in connection with the defense or settlement
of such proceeding, including any appeal thereof, provided that such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made in respect of
any claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and reasonably
entitled to indemnity. To the extent that any officers or directors are successful on the
merits or otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or directors
against expenses actually and reasonably incurred in connection therewith. However, the
Florida Act further provides that, in general, indemnification or advancement of expenses
shall not be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from
which the director or officer derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the director has voted for or assented to a
distribution made in violation of the Florida Act or the corporation's articles of
incorporation; or (iv) willful misconduct or a conscious disregard for the best interests
of the corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.</p>

<p style="TEXT-ALIGN: justify">The Registrant's By-Laws include the following provisions:</p>

<p style="TEXT-ALIGN: center">Article IX. Corporate Indemnification Plan</p>

<p style="TEXT-ALIGN: justify">The Company shall indemnify any person:</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1) Who was or
is a party, or is threatened to be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by, or in the right of, the above named corporation) by reason of
the fact that he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent and in the
manner provided under Florida Law.</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2) Who was or
is a party, or is threatened to be made a party, to any threatened, pending, or completed
action or suit by or in the right of the above named corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee, or agent
of the above named corporation or is or was serving at the request of the above named
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against such costs and expenses,
and to the extent and in the manner provided under Florida Law.</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The extent,
amount, and eligibility for the indemnification provided herein will be made by the Board
of Directors. Said determinations will be made by a majority vote to a quorum consisting
of directors who were not parties to such action, suit, or proceeding or by the
shareholders by a majority vote of a quorum consisting of shareholders who were not
parties to such action, suit, or proceeding.</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will
have the power to make further indemnification as provided under Florida Law except to
indemnify any person against gross negligence or willful misconduct.</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company is
further authorized to purchase and maintain insurance for indemnification of any person at
provided herein and to the extent provided under Florida Law.</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Company, 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 or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being
registered, the Company undertakes, unless in the opinion of its counsel the matter has
been settled by controlling precedent, to submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in
the Act and agrees to be governed by the final adjudication of such issue.</p>

<p>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</p>

<p>Not applicable.</p>
</div>

<p><br style="PAGE-BREAK-BEFORE: always; mso-break-type: section-break" clear="all">
</p>
<div>

<p>ITEM 8. EXHIBITS</p>

<table height="0%" cellSpacing="0" cellPadding="0" width="100%" border="0">
  <tr>
    <td vAlign="top" width="7%" height="0%"><font size="2">Exhibit No.</font></td>
    <td vAlign="top" width="93%"><font size="2">Description</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="7%" height="0%"><font size="2">3(i)1</font></td>
    <td vAlign="top" width="93%"><font size="2">Articles of Incorporation, as amended, filed
    with the Company's Form 10 K for the year ended September 30, 1983.</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="7%" height="0%"><font size="2">3(i)2</font></td>
    <td vAlign="top" width="93%"><font size="2">Articles of Amendment to the Articles of
    Incorporation.</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="7%" height="0%"><font size="2">3(ii)1</font></td>
    <td vAlign="top" width="93%"><font size="2">By-laws, as amended, filed as Exhibit 3(b) to
    the Company's Form 10 K for the year ended September 30, 1983.</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="7%" height="0%"><font size="2">99(i)</font></td>
    <td vAlign="top" width="93%"><font size="2">2003 Employee Benefit Plan.</font></td>
  </tr>
</table>

<p style="TEXT-ALIGN: justify">ITEM 9. UNDERTAKINGS<br>
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement<br>
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;<br>
(ii) To reflect in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; and<br>
(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 with or furnished to
the Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.</p>

<p style="TEXT-ALIGN: justify">(2) That, for the purpose of determining any liability
under the Securities Act, 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.</p>

<p style="TEXT-ALIGN: justify">(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.<br>
(a) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.<br>
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such
issue.</p>
</div>

<p><br style="PAGE-BREAK-BEFORE: always; mso-break-type: section-break" clear="all">
</p>
<div>

<p style="TEXT-ALIGN: center" align="center">SIGNATURES</p>

<p style="TEXT-INDENT: 0.5in; TEXT-ALIGN: justify">Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this September 26, 2003.</p>

<table cellSpacing="0" width="100%" border="0">
  <tr>
    <td width="100%">Western Silver-Lead Corporation</td>
  </tr>
  <tr>
    <td width="100%">/s/ Richard Rubin</td>
  </tr>
  <tr>
    <td width="100%">Secretary and Director</td>
  </tr>
</table>
</div>

<p><br style="PAGE-BREAK-BEFORE: always; mso-break-type: section-break" clear="all">
</p>
<div>

<p align="center">Exhibit 5</p>

<table cellSpacing="0" width="100%" border="0">
  <tr>
    <td width="100%"><p align="center"><font size="3"><b>Thomas J. Craft, Jr., P.A.</b></font></td>
  </tr>
  <tr>
    <td align="center" width="100%"><font size="2">102 Seaview Avenue</font></td>
  </tr>
  <tr>
    <td align="center" width="100%"><font size="2">Palm Beach, FL 33480</font></td>
  </tr>
  <tr>
    <td align="center" width="100%"><font size="2">Phone: (561) 543-2233</font></td>
  </tr>
</table>

<p style="TEXT-ALIGN: center" align="center">&nbsp;</p>

<table cellSpacing="0" width="100%" border="0">
  <tr>
    <td width="100%"><p align="right"><font size="3">September 26, 2003</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="3">U.S. Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="3">450 Fifth Street, NW</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="3">Washington, DC 20549</font></td>
  </tr>
</table>

<p style="TEXT-ALIGN: center" align="center">&nbsp;</p>

<table cellSpacing="0" width="100%" border="0">
  <tr>
    <td width="24%"><p align="right"><font size="3">Re: </font></td>
    <td width="76%"><font size="3">Western Silver-Lead Corporation</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="3">Commission File No. 1-03477</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="3">Registration Statement on Form S-8</font></td>
  </tr>
</table>

<p style="TEXT-ALIGN: justify"><font face="Times New Roman" size="3">Gentlemen:</font></p>

<p style="TEXT-ALIGN: justify"><font face="Times New Roman" size="3">I have been requested
by Western Silver-Lead Corporation (the &quot;Registrant&quot;) to furnish an opinion as
to matters hereinafter set forth in connection with this registration statement on Form
S-8 under the Securities Act of 1933, as amended (the &quot;Act&quot;), covering a total
of 6,500,000 shares of common stock to be registered under the Registrant's 2003 Employee
Benefit Plan</font><font size="3">.</font></p>

<p style="TEXT-ALIGN: justify"><font face="Times New Roman" size="3">In connection with
this opinion, I have reviewed the filings of the Registrant incorporated by reference in
this registration statement, and have determined that the Registrant is current in its
reporting requirements under the Securities Exchange Act of 1934. I have also reviewed
other documents of the Registrant and have&nbsp; determined that the shares, when issued
will be legally issued, fully paid and non-assessable. Further, the Registrant has duly
authorized the issuance of the shares and the filing of this registration statement on
Form S-8 under the Act. I hereby consent to the inclusion of this opinion in the
registration statement on Form S-8 being duly filed with the Securities and Exchange
Commission.</font></p>

<p style="TEXT-ALIGN: justify"><font face="Times New Roman" size="3">Very truly yours,</font></p>

<p style="TEXT-ALIGN: justify">&nbsp;</p>

<p style="TEXT-ALIGN: justify"><font face="Times New Roman" size="3"><u>/s/ Thomas J.
Craft, Jr., P.A.</u> <u><br>
</u>Thomas J. Craft, Jr., P.A.</font></p>
</div>

<p><br style="PAGE-BREAK-BEFORE: always; mso-break-type: section-break" clear="all">
</p>
<div>

<p style="TEXT-ALIGN: center" align="left"><font size="3">Exhibit 23.1</font></p>

<p style="TEXT-ALIGN: center" align="center"><font size="3">(Contained in Opinion-Exhibit)</font></p>

<p style="TEXT-ALIGN: center" align="center"><font size="3"><b>EXHIBIT 23.2</b></font></p>

<p style="TEXT-ALIGN: justify"><font size="3">CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS</font></p>

<p style="TEXT-ALIGN: justify"><font size="3">We previously issued our report,
accompanying the financial statements of the Registrant, for the year ended September 30,
2002, dated December 5, 2002, filed with the Registrant&#146;s Annual Report on Form
10-KSB. I hereby consent to the incorporation by reference of said report in the
Registration Statement on Form S-8 filed with the SEC by the Registrant. </font></p>

<p style="TEXT-ALIGN: justify"><font size="3">DeCoria, Maichel &amp; Teague P.S.<br>
/s/ DeCoria, Maichel &amp; Teague P.S.</font></p>

<p style="TEXT-ALIGN: justify"><font size="3">Spokane, Washington<br>
September 26, 2003</font></p>
</div>
</body>
</html>
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{"company-data": {"conformed-name": "WESTERN SILVER LEAD CORP", "cik": "0000106311", "assigned-sic": "1090", "irs-number": "820190257", "state-of-incorporation": "ID", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109166", "film-number": "03912810"}, "business-address": {"street1": "P O BOX 469", "city": "WALLACE", "state": "ID", "zip": "83873", "phone": "2087521131"}, "mail-address": {"street2": "413 CEDAR", "city": "WALLACE", "state": "ID", "zip": "83873"}}
wsvl
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
Western Silver-Lead
    Corporation
(Exact name of
    Registrant as specified in its charter)
Florida
82-0190257
(State of Incorporation)
(IRS Employer Identification
    Number)
445 Park Avenue, 9th Floor
10022
(Address of
    Principal Executive Offices
(Zip Code)
2003 Employee
    Benefit Plan
(Full
    title of the plan)
(212)
    307-3210
(Issuer's
    Telephone Number)
Approximate
    Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement
    becomes effective
Total
    Number of Pages: 8
Exhibit
    Index begins on sequentially numbered page: 5
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum
    Offering Price per Share
Proposed Maximum
    Aggregate Offering Price
Amount of
    Registration Fee
Common Stock par value $.001
6,500,000
$0.06
(1)
$390,000
$35.88
(1) Estimated solely for the
    purpose of calculating the registration fee pursuant to Rule 457(h).
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part I, Items 1 and 2, will be
delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated
under the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
The participants shall be provided a written statement notifying them that upon written or
oral request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department) and telephone
number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference,
the following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:
The
Registrant's Quarterly Reports on Form 10-QSB for the quarters ended June 30, 2003, March
31, 2003, December 31, 2002, June 30, 3002, and March 31, 2002, as filed with the
Commission.
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002, as filed with the Commission.
The Registrant's Current Report on Form 8-K as filed with the Commission on November 1,
2002.
The description of the Registrant's Common Stock is set forth in the Registrant's
Definitive Proxy Statement as filed with the Commission on May 22, 2002.
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock is registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the "Florida Act"), provides
that, in general, a business corporation may indemnify any person who is or was a party to
any proceeding (other than an action by, or in the right of, the corporation) by reason of
the fact that he or she is or was a director or officer of the corporation, against
liability incurred in connection with such proceeding, including any appeal thereof,
provided certain standards are met, including that such officer or director acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and provided further that, with respect to any criminal
action or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may indemnify any
person who was or is a party to any such proceeding by reason of the fact that he or she
is or was a director or officer of the corporation against expenses and amounts paid in
settlement actually and reasonably incurred in connection with the defense or settlement
of such proceeding, including any appeal thereof, provided that such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made in respect of
any claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and reasonably
entitled to indemnity. To the extent that any officers or directors are successful on the
merits or otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or directors
against expenses actually and reasonably incurred in connection therewith. However, the
Florida Act further provides that, in general, indemnification or advancement of expenses
shall not be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from
which the director or officer derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the director has voted for or assented to a
distribution made in violation of the Florida Act or the corporation's articles of
incorporation; or (iv) willful misconduct or a conscious disregard for the best interests
of the corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
The Registrant's By-Laws include the following provisions:
Article IX. Corporate Indemnification Plan
The Company shall indemnify any person:
(1) Who was or
is a party, or is threatened to be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by, or in the right of, the above named corporation) by reason of
the fact that he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent and in the
manner provided under Florida Law.
(2) Who was or
is a party, or is threatened to be made a party, to any threatened, pending, or completed
action or suit by or in the right of the above named corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee, or agent
of the above named corporation or is or was serving at the request of the above named
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against such costs and expenses,
and to the extent and in the manner provided under Florida Law.
The extent,
amount, and eligibility for the indemnification provided herein will be made by the Board
of Directors. Said determinations will be made by a majority vote to a quorum consisting
of directors who were not parties to such action, suit, or proceeding or by the
shareholders by a majority vote of a quorum consisting of shareholders who were not
parties to such action, suit, or proceeding.
The Company will
have the power to make further indemnification as provided under Florida Law except to
indemnify any person against gross negligence or willful misconduct.
The Company is
further authorized to purchase and maintain insurance for indemnification of any person at
provided herein and to the extent provided under Florida Law.
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Company, 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 or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being
registered, the Company undertakes, unless in the opinion of its counsel the matter has
been settled by controlling precedent, to submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in
the Act and agrees to be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No.
Description
3(i)1
Articles of Incorporation, as amended, filed
    with the Company's Form 10 K for the year ended September 30, 1983.
3(i)2
Articles of Amendment to the Articles of
    Incorporation.
3(ii)1
By-laws, as amended, filed as Exhibit 3(b) to
    the Company's Form 10 K for the year ended September 30, 1983.
99(i)
2003 Employee Benefit Plan.
ITEM 9. UNDERTAKINGS
(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; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement; 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 with or furnished to
the Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(a) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this September 26, 2003.
Western Silver-Lead Corporation
/s/ Richard Rubin
Secretary and Director
Exhibit 5
Thomas J. Craft, Jr., P.A.
102 Seaview Avenue
Palm Beach, FL 33480
Phone: (561) 543-2233
September 26, 2003
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re:
Western Silver-Lead Corporation
Commission File No. 1-03477
Registration Statement on Form S-8
Gentlemen:
I have been requested
by Western Silver-Lead Corporation (the "Registrant") to furnish an opinion as
to matters hereinafter set forth in connection with this registration statement on Form
S-8 under the Securities Act of 1933, as amended (the "Act"), covering a total
of 6,500,000 shares of common stock to be registered under the Registrant's 2003 Employee
Benefit Plan
.
In connection with
this opinion, I have reviewed the filings of the Registrant incorporated by reference in
this registration statement, and have determined that the Registrant is current in its
reporting requirements under the Securities Exchange Act of 1934. I have also reviewed
other documents of the Registrant and have  determined that the shares, when issued
will be legally issued, fully paid and non-assessable. Further, the Registrant has duly
authorized the issuance of the shares and the filing of this registration statement on
Form S-8 under the Act. I hereby consent to the inclusion of this opinion in the
registration statement on Form S-8 being duly filed with the Securities and Exchange
Commission.
Very truly yours,
/s/ Thomas J.
Craft, Jr., P.A.
Thomas J. Craft, Jr., P.A.
Exhibit 23.1
(Contained in Opinion-Exhibit)
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
We previously issued our report,
accompanying the financial statements of the Registrant, for the year ended September 30,
2002, dated December 5, 2002, filed with the Registrant's Annual Report on Form
10-KSB. I hereby consent to the incorporation by reference of said report in the
Registration Statement on Form S-8 filed with the SEC by the Registrant.
DeCoria, Maichel & Teague P.S.
/s/ DeCoria, Maichel & Teague P.S.
Spokane, Washington
September 26, 2003