content: <PAGE>          1
  
  
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington D.C.  20549
  
                                    _____________
  
                                      FORM 8-K
  
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
  Date of Report
  (Date of earliest event reported):                March 27, 2001
  
  
                                Hecla Mining Company
  _______________________________________________________________________________
               (Exact name of registrant as specified in its charter)
  
  
                                      Delaware
  _______________________________________________________________________________
                   (State or other jurisdiction of incorporation)
  
  
            1-8491                             82-0126240
  _______________________________________________________________________________
  (Commission File Number)      (IRS Employer Identification No.)
  
  
  6500 Mineral Drive
  Coeur d'Alene, Idaho                              83815-8788
  _______________________________________________________________________________
  (Address of principal executive offices)               (Zip Code)
  
  
                                   (208) 769-4100
  _______________________________________________________________________________
                           (Registrant's Telephone Number)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>          2
  
  Item 2.   Acquisition or Disposition of Assets.
  
        On  March  27,  2001,  Hecla  Mining Company  (Hecla)  completed  a  sales
  transaction  with  IMERYS USA, Inc. regarding the sale of Hecla's  wholly  owned
  subsidiaries,  Kentucky-Tennessee Clay Company, K-T Feldspar,  K-T  Mexico,  and
  other  minor  industrial  minerals subsidiaries for a purchase  price  of  $62.5
  million, subject to customary post-closing adjustments.
  
        The  stock  purchase agreement is attached hereto as  Exhibit  99  and  is
  incorporated herein by reference.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
       The following pro forma condensed consolidated financial statements of
  Hecla Mining Company are filed as a part of this report:
  
       (i)   Pro forma Financial Introduction                          F-1
  
       (ii)  Pro forma Balance Sheet at December 31, 2000              F-2
  
       (iii) Notes to Pro forma Balance Sheet                          F-3
  
       (iv)  Pro forma Statement of Operations for
             the year ended December 31, 2000                          F-4
  
       (v)   Notes to Pro forma Statements of Operations               F-5
  
       Exhibit  99  -   Stock Purchase Agreement between Hecla  Mining
                        Company and IMERYS USA, Inc. dated February 27, 2001.
  
  
                                      SIGNATURE
  
  
        Pursuant to the requirements of Section 12 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.
  
  
                           HECLA MINING COMPANY
  
  
  
                           By:  /s/ Michael B. White
                              -------------------------------------
                           Name:  Michael B. White
                           Title: Vice President - General Counsel
  
  
  Dated: April 11, 2001
  
                                         -2-
  <PAGE>          3
  
  
                                    EXHIBIT INDEX
  
  
  
  Exhibit No.                   Title
  ___________                   _____
  
  
  
  Exhibit 99 - Stock  Purchase Agreement between Hecla Mining Company  and  IMERYS
               USA, Inc. dated February 27, 2001.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -3-
  
  <PAGE>          4
  
                           PRO FORMA FINANCIAL INFORMATION
  
       The following pro forma balance sheet as of December 31, 2000, and
  statement of operations for the year ended December 31, 2000 (collectively, the
  "Pro Forma Financial Statements"), were prepared by Hecla to illustrate the
  estimated effects of the sale of K-T Clay, K-T Feldspar, K-T Mexico and other
  minor industrial minerals companies, based on the historical financial
  statements of Hecla and its subsidiaries under the assumptions and adjustments
  set forth below and in the accompanying notes to the pro forma financial
  statements. The Pro Forma Financial Statements include pro forma adjustments
  which are based upon available information and certain assumptions that
  management of Hecla believes are reasonable in the circumstances.   The Pro
  Forma Financial Statements give retrospective effect to Hecla's disposal of K-T
  Clay, K-T Feldspar, K-T Mexico and other minor industrial minerals companies.
  
       Effective March 27, 2001, Hecla sold all the stock of its wholly owned
  subsidiaries K-T Clay, K-T Feldspar, K-T Mexico and other minor industrial
  minerals companies, to IMERYS USA, Inc., for a purchase price of $62.5 million,
  subject to customary post-closing adjustments.  The disposition was effected
  pursuant to a Purchase and Sale Agreement dated February 27, 2001, among IMERYS
  USA, Inc., and Hecla.  Hecla utilized the proceeds from the sale to repay its
  $55.0 million term loan facility, which was due on April 10, 2001, and to repay
  amounts outstanding under a $2.0 million revolving bank credit line.
  
       The Pro Forma Financial Statements do not purport to represent what the
  financial position or results of operations actually would have been if the
  disposal of K-T Clay, K-T Feldspar, K-T Mexico and other minor industrial
  minerals companies had occurred at the beginning of the period or to project the
  financial position or results of operations for any future date or period.
  
       The Pro Forma Financial Statements should be read in conjunction with the
  historical consolidated financial statements, including the notes thereto, of
  Hecla, which are included in Hecla's periodic filings on Form 10K and 10Q filed
  with the U.S. Securities and Exchange Commission.
  
  
  
  
  
  
  
  
                                         F-1
  
  
  
  <PAGE>          5
                                Hecla Mining Company
                               Pro Forma Balance Sheet
                               As of December 31, 2000
                               (dollars in thousands)
                                     (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                Pro Forma
                                                 Historical    Adjustments    Pro Forma
                                                 ----------    ------------   ----------
  <S>                                             <C>           <C>            <C>
  ASSETS
  Current assets:
   Cash and cash equivalents                      $   1,373     $  60,125(1)   $  61,498
   Accounts and notes receivable                     11,164           - -         11,164
   Inventories                                       11,269           - -         11,269
   Other current assets                               2,105           - -          2,105
   Net assets of discontinued operations             44,057       (43,875)(1)        182
                                                  ---------     ---------      ---------
     Total current assets                            69,968        16,250         86,218
   Investments                                          502           - -            502
   Restricted investments                             6,268           - -          6,268
   Properties, plants and equipment, net            108,343           - -        108,343
   Other noncurrent assets                            9,755           - -          9,755
                                                  ---------     ---------      ---------
  Total assets                                    $ 194,836     $  16,250      $ 211,086
                                                  =========     =========      =========
  
  LIABILITIES
  Current liabilities:
   Accounts payable and accred expenses           $   7,520     $     - -      $   7,520
   Accrued payroll and related benefits               4,732           - -          4,732
   Preferred stock dividend payable                     - -           - -            - -
   Current portion of long-term debt                 59,274           - -         59,274
   Accrued taxes                                      2,188           - -          2,188
   Current portion of accrued reclamation
    and closure costs                                12,060           - -         12,060
                                                  ---------     ---------      ---------
     Total current liabilities                       85,774           - -         85,774
   Deferred income taxes                                300           - -            300
   Long-term debt                                    10,041           - -         10,041
   Accrued reclamation and closure costs             46,650           - -         46,650
   Other noncurrent liabilities                       7,326           - -          7,326
                                                  ---------     ---------      ---------
  Total liabilities                                 150,091           - -        150,091
                                                  ---------     ---------      ---------
  
  SHAREHOLDERS' EQUITY
   Preferred stock                                      575           - -            575
   Common stock                                      16,715           - -         16,715
   Capital surplus                                  400,236           - -        400,236
   Accumulated deficit                             (366,523)       11,352(1)    (355,171)
   Accumulated other comprehensive loss              (4,858)        4,898(1)          40
   Stock held by grantor trust                         (514)          - -           (514)
   Treasury stock                                      (886)          - -           (886)
                                                  ---------     ---------      ---------
  Total shareholders' equity                         44,745        16,250         60,995
                                                  ---------     ---------      ---------
  Total liabilities and shareholders' equity      $ 194,836     $  16,250      $ 211,086
                                                  =========     =========      =========
  </TABLE>
                                               F-2
  
  <PAGE>          6
  
  
                          NOTES TO PRO FORMA BALANCE SHEET
  
  (1)  The pro forma adjustments reflect the sale of Hecla's wholly owned
       subsidiaries K-T Clay, K-T Feldspar, K-T Mexico and other minor industrial
       minerals companies.  On March 27, 2001, Hecla completed a sales transaction
       for the K-T Clay division for $62.5 million, subject to customary
       post-closing adjustments.  Hecla utilized a portion of the proceeds to
       repay a $55.0 million term loan facility, as well as a $2.0 million
       revolving bank credit line.  However, the repayment of these credit
       facilities was not required by the sales transaction and therefore, the
       debt reduction has not been reflected as a pro forma adjustment.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         F-3
  <PAGE>          7
                                Hecla Mining Company
                          Pro Forma Statement of Operations
                        For the Year Ended December 31, 2000
             (dollars and shares in thousands, except per share amounts)
                                     (unaudited)
  <TABLE>
  <CAPTION>
                                                                      Pro Forma
                                                         Historical  Adjustments     Pro Forma
                                                         ----------  -----------     ----------
  <S>                                                     <C>         <C>             <C>
  Continuing operations:
  Sales of products                                       $  75,850    $     - -      $  75,850
                                                          ---------    ---------      ---------
  Cost of sales and other direct production costs            63,088          - -         63,088
  Depreciation, depletion and amortization                   18,091          - -         18,091
                                                          ---------    ---------      ---------
                                                             81,179          - -         81,179
                                                          ---------    ---------      ---------
  Gross loss                                                 (5,329)         - -         (5,329)
                                                          ---------    ---------      ---------
  Other operating expenses:
   General and administrative                                 7,303          - -          7,303
   Exploration                                                6,332          - -          6,332
   Depreciation and amortization                                282          - -            282
   Provision for closed operations and
     environmental matters                                   20,029          - -         20,029
   Reduction in carrying value of
     mining properties                                       40,240          - -         40,240
                                                          ---------    ---------      ---------
                                                             74,186          - -         74,186
                                                          ---------    ---------      ---------
  Loss from operations                                      (79,515)         - -        (79,515)
                                                          ---------    ---------      ---------
  Other income (expense):
    Interest and other income                                 4,609          - -          4,609
    Miscellaneous expense                                    (1,809)         - -         (1,809)
    Interest expense                                         (8,119)         - -(1)      (8,119)
                                                          ---------    ---------      ---------
                                                             (5,319)         - -         (5,319)
                                                          ---------    ---------      ---------
  Loss before income taxes, discontinued operations
    and extraordinary charge                                (84,834)         - -        (84,834)
  Income tax provision                                          (13)         - -            (13)
                                                          ---------    ---------      ---------
  Loss before discontinued operations and
    and extraordinary charge                                (84,847)         - -        (84,847)
  Gain on disposal of discontinued operations                   - -       11,907(2)      11,907
                                                          ---------    ---------      ---------
  Net loss                                                  (84,847)      11,907        (72,940)
  Preferred dividends                                        (8,050)         - -         (8,050)
                                                          ---------    ---------      ---------
  Loss applicable to common shareholders                  $ (92,897)   $  11,907      $ (80,990)
                                                          =========    =========      =========
  Basic and diluted loss per common share before
    discontinued operations and extraordinary charge      $   (1.39)                  $   (1.39)
  Gain on disposal of discontinued operations                   - -                        0.18
                                                          ---------                   ---------
  Basic and diluted loss per common share                 $   (1.39)                  $   (1.21)
                                                          =========                   =========
  Weighted average number of common
    shares outstanding                                       66,791                      66,791
                                                          =========                   =========
  </TABLE>
                                              F-4
  
  <PAGE>          8
  
  
                     NOTES TO PRO FORMA STATEMENTS OF OPERATIONS
  
  
  (1)  The Company used the proceeds of the sale to pay off $57.0 million of
       outstanding debt.  However, the debt repayment was not required by the
       sales transaction and therefore has not been reflected as a pro forma
       adjustment.  If the debt was repaid on January 1, 2000, interest expense
       for the year ended December 31, 2000, would have been reduced by $6.3
       million or $0.09 per share.
  
  (2)  Reflects the pro forma gain recognized on the sale of K-T Clay, K-T
       Feldspar, K-T Mexico and other minor industrial mineral companies, assuming
       the transaction was completed on January 1, 2000.  Due to the anticipated
       utilization of net operating losses, no income taxes have been provided for
       the pro forma gain.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         F-5
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "hl8k401.txt", "description": "HECLA MINING COMPANY FORM 8-K DATED MARCH 27, 2001", "secsgml_size_bytes": 17299}]
metadata_filer: {"company-data": {"conformed-name": "HECLA MINING CO/DE/", "cik": "0000719413", "assigned-sic": "1400", "irs-number": "820126240", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08491", "film-number": "1600230"}, "business-address": {"street1": "6500 MINERAL DRIVE", "street2": "NONE", "city": "COEUR D'ALENE", "state": "ID", "zip": "83815-8788", "phone": "2087694100"}, "mail-address": {"street1": "6500 MINERAL DRIVE", "street2": "NONE", "city": "COEUR D'ALENE", "state": "ID", "zip": "83815-8788"}}
text: 1
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington D.C.  20549
  
                                    _____________
  
                                      FORM 8-K
  
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report
  (Date of earliest event reported):                March 27, 2001
  
                                Hecla Mining Company
  _______________________________________________________________________________
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
  _______________________________________________________________________________
                   (State or other jurisdiction of incorporation)
  
            1-8491                             82-0126240
  _______________________________________________________________________________
  (Commission File Number)      (IRS Employer Identification No.)
  
  6500 Mineral Drive
  Coeur d'Alene, Idaho                              83815-8788
  _______________________________________________________________________________
  (Address of principal executive offices)               (Zip Code)
  
                                   (208) 769-4100
  _______________________________________________________________________________
                           (Registrant's Telephone Number)
  2
  
  Item 2.   Acquisition or Disposition of Assets.
  
        On  March  27,  2001,  Hecla  Mining Company  (Hecla)  completed  a  sales
  transaction  with  IMERYS USA, Inc. regarding the sale of Hecla's  wholly  owned
  subsidiaries,  Kentucky-Tennessee Clay Company, K-T Feldspar,  K-T  Mexico,  and
  other  minor  industrial  minerals subsidiaries for a purchase  price  of  $62.5
  million, subject to customary post-closing adjustments.
  
        The  stock  purchase agreement is attached hereto as  Exhibit  99  and  is
  incorporated herein by reference.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
       The following pro forma condensed consolidated financial statements of
  Hecla Mining Company are filed as a part of this report:
  
       (i)   Pro forma Financial Introduction                          F-1
  
       (ii)  Pro forma Balance Sheet at December 31, 2000              F-2
  
       (iii) Notes to Pro forma Balance Sheet                          F-3
  
       (iv)  Pro forma Statement of Operations for
             the year ended December 31, 2000                          F-4
  
       (v)   Notes to Pro forma Statements of Operations               F-5
  
       Exhibit  99  -   Stock Purchase Agreement between Hecla  Mining
                        Company and IMERYS USA, Inc. dated February 27, 2001.
  
                                      SIGNATURE
  
        Pursuant to the requirements of Section 12 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.
  
                           HECLA MINING COMPANY
  
                           By:  /s/ Michael B. White
                              -------------------------------------
                           Name:  Michael B. White
                           Title: Vice President - General Counsel
  
  Dated: April 11, 2001
  
                                         -2-
  3
  
                                    EXHIBIT INDEX
  
  Exhibit No.                   Title
  ___________                   _____
  
  Exhibit 99 - Stock  Purchase Agreement between Hecla Mining Company  and  IMERYS
               USA, Inc. dated February 27, 2001.
  
                                         -3-
  4
  
                           PRO FORMA FINANCIAL INFORMATION
  
       The following pro forma balance sheet as of December 31, 2000, and
  statement of operations for the year ended December 31, 2000 (collectively, the
  "Pro Forma Financial Statements"), were prepared by Hecla to illustrate the
  estimated effects of the sale of K-T Clay, K-T Feldspar, K-T Mexico and other
  minor industrial minerals companies, based on the historical financial
  statements of Hecla and its subsidiaries under the assumptions and adjustments
  set forth below and in the accompanying notes to the pro forma financial
  statements. The Pro Forma Financial Statements include pro forma adjustments
  which are based upon available information and certain assumptions that
  management of Hecla believes are reasonable in the circumstances.   The Pro
  Forma Financial Statements give retrospective effect to Hecla's disposal of K-T
  Clay, K-T Feldspar, K-T Mexico and other minor industrial minerals companies.
  
       Effective March 27, 2001, Hecla sold all the stock of its wholly owned
  subsidiaries K-T Clay, K-T Feldspar, K-T Mexico and other minor industrial
  minerals companies, to IMERYS USA, Inc., for a purchase price of $62.5 million,
  subject to customary post-closing adjustments.  The disposition was effected
  pursuant to a Purchase and Sale Agreement dated February 27, 2001, among IMERYS
  USA, Inc., and Hecla.  Hecla utilized the proceeds from the sale to repay its
  $55.0 million term loan facility, which was due on April 10, 2001, and to repay
  amounts outstanding under a $2.0 million revolving bank credit line.
  
       The Pro Forma Financial Statements do not purport to represent what the
  financial position or results of operations actually would have been if the
  disposal of K-T Clay, K-T Feldspar, K-T Mexico and other minor industrial
  minerals companies had occurred at the beginning of the period or to project the
  financial position or results of operations for any future date or period.
  
       The Pro Forma Financial Statements should be read in conjunction with the
  historical consolidated financial statements, including the notes thereto, of
  Hecla, which are included in Hecla's periodic filings on Form 10K and 10Q filed
  with the U.S. Securities and Exchange Commission.
  
                                         F-1
  5
                                Hecla Mining Company
                               Pro Forma Balance Sheet
                               As of December 31, 2000
                               (dollars in thousands)
                                     (unaudited)
  Pro Forma
                                                 Historical    Adjustments    Pro Forma
                                                 ----------    ------------   ----------
  ASSETS
  Current assets:
   Cash and cash equivalents                      $   1,373     $  60,125(1)   $  61,498
   Accounts and notes receivable                     11,164           - -         11,164
   Inventories                                       11,269           - -         11,269
   Other current assets                               2,105           - -          2,105
   Net assets of discontinued operations             44,057       (43,875)(1)        182
                                                  ---------     ---------      ---------
     Total current assets                            69,968        16,250         86,218
   Investments                                          502           - -            502
   Restricted investments                             6,268           - -          6,268
   Properties, plants and equipment, net            108,343           - -        108,343
   Other noncurrent assets                            9,755           - -          9,755
                                                  ---------     ---------      ---------
  Total assets                                    $ 194,836     $  16,250      $ 211,086
                                                  =========     =========      =========
  
  LIABILITIES
  Current liabilities:
   Accounts payable and accred expenses           $   7,520     $     - -      $   7,520
   Accrued payroll and related benefits               4,732           - -          4,732
   Preferred stock dividend payable                     - -           - -            - -
   Current portion of long-term debt                 59,274           - -         59,274
   Accrued taxes                                      2,188           - -          2,188
   Current portion of accrued reclamation
    and closure costs                                12,060           - -         12,060
                                                  ---------     ---------      ---------
     Total current liabilities                       85,774           - -         85,774
   Deferred income taxes                                300           - -            300
   Long-term debt                                    10,041           - -         10,041
   Accrued reclamation and closure costs             46,650           - -         46,650
   Other noncurrent liabilities                       7,326           - -          7,326
                                                  ---------     ---------      ---------
  Total liabilities                                 150,091           - -        150,091
                                                  ---------     ---------      ---------
  
  SHAREHOLDERS' EQUITY
   Preferred stock                                      575           - -            575
   Common stock                                      16,715           - -         16,715
   Capital surplus                                  400,236           - -        400,236
   Accumulated deficit                             (366,523)       11,352(1)    (355,171)
   Accumulated other comprehensive loss              (4,858)        4,898(1)          40
   Stock held by grantor trust                         (514)          - -           (514)
   Treasury stock                                      (886)          - -           (886)
                                                  ---------     ---------      ---------
  Total shareholders' equity                         44,745        16,250         60,995
                                                  ---------     ---------      ---------
  Total liabilities and shareholders' equity      $ 194,836     $  16,250      $ 211,086
                                                  =========     =========      =========
  F-2
  6
  
                          NOTES TO PRO FORMA BALANCE SHEET
  
  (1)  The pro forma adjustments reflect the sale of Hecla's wholly owned
       subsidiaries K-T Clay, K-T Feldspar, K-T Mexico and other minor industrial
       minerals companies.  On March 27, 2001, Hecla completed a sales transaction
       for the K-T Clay division for $62.5 million, subject to customary
       post-closing adjustments.  Hecla utilized a portion of the proceeds to
       repay a $55.0 million term loan facility, as well as a $2.0 million
       revolving bank credit line.  However, the repayment of these credit
       facilities was not required by the sales transaction and therefore, the
       debt reduction has not been reflected as a pro forma adjustment.
  
                                         F-3
  7
                                Hecla Mining Company
                          Pro Forma Statement of Operations
                        For the Year Ended December 31, 2000
             (dollars and shares in thousands, except per share amounts)
                                     (unaudited)
  Pro Forma
                                                         Historical  Adjustments     Pro Forma
                                                         ----------  -----------     ----------
  Continuing operations:
  Sales of products                                       $  75,850    $     - -      $  75,850
                                                          ---------    ---------      ---------
  Cost of sales and other direct production costs            63,088          - -         63,088
  Depreciation, depletion and amortization                   18,091          - -         18,091
                                                          ---------    ---------      ---------
                                                             81,179          - -         81,179
                                                          ---------    ---------      ---------
  Gross loss                                                 (5,329)         - -         (5,329)
                                                          ---------    ---------      ---------
  Other operating expenses:
   General and administrative                                 7,303          - -          7,303
   Exploration                                                6,332          - -          6,332
   Depreciation and amortization                                282          - -            282
   Provision for closed operations and
     environmental matters                                   20,029          - -         20,029
   Reduction in carrying value of
     mining properties                                       40,240          - -         40,240
                                                          ---------    ---------      ---------
                                                             74,186          - -         74,186
                                                          ---------    ---------      ---------
  Loss from operations                                      (79,515)         - -        (79,515)
                                                          ---------    ---------      ---------
  Other income (expense):
    Interest and other income                                 4,609          - -          4,609
    Miscellaneous expense                                    (1,809)         - -         (1,809)
    Interest expense                                         (8,119)         - -(1)      (8,119)
                                                          ---------    ---------      ---------
                                                             (5,319)         - -         (5,319)
                                                          ---------    ---------      ---------
  Loss before income taxes, discontinued operations
    and extraordinary charge                                (84,834)         - -        (84,834)
  Income tax provision                                          (13)         - -            (13)
                                                          ---------    ---------      ---------
  Loss before discontinued operations and
    and extraordinary charge                                (84,847)         - -        (84,847)
  Gain on disposal of discontinued operations                   - -       11,907(2)      11,907
                                                          ---------    ---------      ---------
  Net loss                                                  (84,847)      11,907        (72,940)
  Preferred dividends                                        (8,050)         - -         (8,050)
                                                          ---------    ---------      ---------
  Loss applicable to common shareholders                  $ (92,897)   $  11,907      $ (80,990)
                                                          =========    =========      =========
  Basic and diluted loss per common share before
    discontinued operations and extraordinary charge      $   (1.39)                  $   (1.39)
  Gain on disposal of discontinued operations                   - -                        0.18
                                                          ---------                   ---------
  Basic and diluted loss per common share                 $   (1.39)                  $   (1.21)
                                                          =========                   =========
  Weighted average number of common
    shares outstanding                                       66,791                      66,791
                                                          =========                   =========
  F-4
  8
  
                     NOTES TO PRO FORMA STATEMENTS OF OPERATIONS
  
  (1)  The Company used the proceeds of the sale to pay off $57.0 million of
       outstanding debt.  However, the debt repayment was not required by the
       sales transaction and therefore has not been reflected as a pro forma
       adjustment.  If the debt was repaid on January 1, 2000, interest expense
       for the year ended December 31, 2000, would have been reduced by $6.3
       million or $0.09 per share.
  
  (2)  Reflects the pro forma gain recognized on the sale of K-T Clay, K-T
       Feldspar, K-T Mexico and other minor industrial mineral companies, assuming
       the transaction was completed on January 1, 2000.  Due to the anticipated
       utilization of net operating losses, no income taxes have been provided for
       the pro forma gain.
  
                                         F-5