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       Courier 10pt type, 60 line page








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<PAGE>
_____________________________________________________________________________
       
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
  
                                FORM  S-8
 
           Registration Statement Under the Securities Act of 1933
   
                         ROYAL SILVER MINES, INC.
           (Exact name of registrant as specified in its charter)
                 (Formerly Consolidated Royal Mines, Inc.)

                    UTAH                        87-0306609
        (State or other jurisdiction,        (I.R.S. Employer
         incorporation or organization)     Identification No.)
                                           
               10220 N. Nevada, Suite 230,  Spokane, WA  99218 
                   (Address of principal executive offices)

                             (509) 466-3144
          (Registrant's telephone number, including area code)
  
    1992 STOCK OPTION AND STOCK AWARD PLAN OF ROYAL SILVER MINES, INC.
                       (Full title of the plan)
  
                    Carlos M. Chavez, Legal Counsel
       331 S. Rio Grande St., Suite 208, Salt Lake City, UT 84101
                             (801) 534-1132          
            (Name, address, including zip code, and telephone
             number, including area code of agent for service)
<TABLE>
<CAPTION>
Title of                     Proposed      Proposed   
each class                   maximum       maximum    
of security     Amount       offering      aggregate   Amount of
to be           to be        price per     offering    registration
registered      registered   share <F1>     price       fee
__________      __________   __________    _________   __________ 
 <S>            <C>          <C>           <C>         <C>      
Common stock,
par value
$.01 per share    831,775      $0.875       $727,803     $220.52
<FN>    
<F1>  Estimated pursuant to Rule 457(c) solely for the purpose of calculating 
the registration fee in accordance with Rule 457(c) under the Securities Act of 
1933 and based upon the average of the Nasdaq high and low prices for shares of 
common stock of Royal Silver Mines, Inc. as reported by the Dow Jones 
News/Retrieval service on December 31, 1996.
</FN>
</TABLE>        

The Exhibit Index appears on page 2 of the sequentially numbered
pages of this registration statement. 

This registration statement, including exhibits, contains 6 pages.

_____________________________________________________________________________

<PAGE>  
Pursuant to Instruction E of the General Instructions to Form S-8,
the contents of the original Registration Statement on Form S-8,
filed by the Company on July 17, 1995, is incorporated herein by
reference.

ITEM 8.     EXHIBITS.

Copies of the following documents are being furnished as exhibits
required by Item 601 of Regulation S-K, promulgated under the
Securities Act and the Exchange Act. The SEC reference number
refers to the exhibit table in Item 601 of Regulation S-K.

                        EXHIBIT INDEX

SEC          Exh.                              Sequential Page No.
Reference    No.   Document                        of Location
---------    ----  ---------------------------  ----------------- 
                                        
  4          4.1   1992 Stock Option and Stock             *  
                   Award Plan with Amendment
                   No. 1 to the Plan
                       
  4          4.2   Ratification of the Plan                4
                       

  5          5.1   Opinion of Counsel                      5
                   regarding legality           

  23         5.1   Consent of Counsel                      5
               

  23         23.1  Letter from and Consent
                     of Auditor                            6

  24         24.1  Power of Attorney                       7

* Incorporated by reference to the Form S-8 Registration Statement
  filed on July 17, 1995.




















                                        1
<PAGE>
EX-4.2
                RATIFICATION BY THE BOARD OF DIRECTORS
        ESTABLISHING ADDITIONAL AMOUNT OF SHARES TO BE REGISTERED
          PURSUANT TO AMENDMENT NO. 1 TO THE 1992 STOCK OPTION
           AND STOCK AWARD PLAN OF ROYAL SILVER MINES, INC.

   WHEREAS, Royal Silver Mines, Inc. (the "Company") adopted the
1992 Stock Option and Stock Award Plan of Royal Silver Mines, Inc.
(the "Plan") by approval of the Board of Directors (the "Board") on
January 10, 1992, and by approval of the Company shareholders on
January 31, 1992; 

   WHEREAS, Amendment No. 1 to the Plan was approved by the Board
on June 7, 1995, and approved by the shareholders on June 17, 1995,
and the Board caused 237,500 shares to be registered by
Registration Statement previously filed on Form S-8; and

   WHEREAS, this Ratification is made pursuant to the authority 
granted by the shareholders to the Board under Amendment No. 1,  
and is authorized by the unanimous consent of the Board, as
recorded by resolution of the Board of Directors.

   NOW, THEREFORE, the Plan, as amended, is hereby ratified to
permit the aggregate registration of up to a total of 1,069,275 
shares of the Company's common stock that may be issued subject to 
the terms of the Plan, or if already issued, that their issuance is
hereby ratified under the Plan and made a part of the registration
being put into effect by the filing of this Form S-8, as follows:

  1.  As of December 31, 1996, there was a total of 10,692,732
      shares of issued and outstanding common stock of the Company. 
      The Plan authorizes up to ten percent of issued and   
      outstanding common shares to be registered and administered 
      under the Plan.  Therefore as of December 31, 1996, 1,069,275
      Company shares are authorized to be registered.

  2.  The Registration Statement shall be amended by short-form
      registration to cause the number of registered shares to be
      increased by 831,775, such that the total of shares
      registered under authority of Form S-8 will increase from
      237,500 to 1,069,275, all of which shall be registered and
      eligible for issuance as free-trading stock. 

  3.  Except as amended hereby, the Plan remains unmodified and in
      full force and effect.      













                                        2
<PAGE>
EX-5.1
  
                   CARLOS M. CHAVEZ, ATTORNEY AT LAW
                 331 SOUTH RIO GRANDE STREET, SUITE 208
                      SALT LAKE CITY, UTAH 84101
               TELE:  801/534-1132    FAX:  801/534-1129
   
December 31, 1996
   
Board of Directors
ROYAL SILVER MINES, INC.
N. 10220 Nevada, Suite 230
Spokane, Washington  99218 
   
RE:  Registration of Additional Shares Under Employee Stock Plan,
     Short-Form Registration Statement on Form S-8
   
Dear Board:
   
I have acted as counsel to Royal Silver Mines, Inc., a Utah
corporation (the 'Company'), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the 'Registration
Statement') to be filed with the Securities and Exchange Commission
on or after December 31, 1996, pertaining to the registration of
additional securities consisting of 831,775 shares of the Company's
common stock, $0.01 par value (the 'Shares') being registered in
connection with the Company's 1992 Stock Option and Stock Award
Plan, as amended (the 'Plan').
   
I have reviewed the Articles of Incorporation and Bylaws of the
Company, the meeting minutes and resolutions of the Board of
Directors and share-holders of the Company, the Form S-8
Registration Statement, the Plan, relevant prospectuses and other
such documents as appropriate. As to factual matters, I have relied
upon a certificate supplied to me by an officer of the Company. In
rendering the opinion expressed herein, I have assumed, upon
reasonable investigation, the validity of all documents and the
accuracy of all information supplied to me by the Company.
   
Based upon the foregoing, I am of the opinion that when the
Registration Statement becomes effective, all such Shares being
registered pursuant to the Registration Statement, and all such
registered Shares as they are issued and paid for in accordance
with the Plan, will have been duly authorized and will be legally
issued, fully paid and non-assessable.
 
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
   
Very truly yours,

/s/ Carlos M. Chavez
Attorney at Law
cc:  Williams & Webster, P.S.




                                        3
<PAGE>
EX-23.1
   
                                [COMPANY LOGO]
                            WILLIAMS & WEBSTER, P.S.
                          601 W. Riverside, Suite 1970
                             Spokane, WA 99201-0611
                                  509-838-5111

December 31, 1996
   
   
            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
   
As independent public accountants, we hereby consent to the use of
our audit report dated December 13, 1996 (and to all references to
our Firm), included in or made a part of the Form S-8 registration
statement of Royal Silver Mines, Inc. and its affiliated subsidiaries, as
filed on or about December 31, 1996.

   
/s/ Williams & Webster, P.S.

WILLIAMS & WEBSTER, P.S.
















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                                        4
<PAGE>
EX-24.1

                             POWER OF ATTORNEY

         We, the undersigned officers and directors of Royal Silver Mines, 
Inc., hereby severally constitute Robert E. Jorgensen and Carlos M. Chavez, as 
our true and lawful attorney-in-fact with full power to sign for us and in our 
names in the capacities indicated below, the Registration Statement filed 
herewith and any amendments to said Registration Statement, and generally to do 
all such things in our name and behalf in our capacities as officers and 
directors to enable Royal Silver Mines, Inc., to comply with the provisions of 
the Securities Act of 1933 as amended, and all requirements of the Securities 
and Exchange Commission, hereby ratifying and confirming our signatures as they 
may be signed by our said attorney-in-fact, to said Registration Statement and 
any and all amendments thereto.

        Witness our hands on the date set forth below.

        Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the date indicated.

                                 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 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 Spokane, State of Washington, on the thirty-
first day of December, 1996.

REGISTRANT:    ROYAL SILVER MINES, INC.

/s/ Robert E. Jorgensen
_____________________________
Robert, E. Jorgensen, Executive Vice-President
  
       Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the dates indicated.

Dated: December 31, 1996

BY ITS CHIEF EXECUTIVE OFFICER:

/s/ Howard M. Crosby
_____________________________
Howard M. Crosby, Chief Executive Officer 

BY ITS PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/s/ Robert E. Jorgensen
_____________________________
Robert E. Jorgensen, Treasurer and Controller




                                        5
<PAGE>

Dated: December 31, 1996

BY A MAJORITY OF ITS BOARD OF DIRECTORS:
  
/s/ Howard M. Crosby
_____________________________________
HOWARD M. CROSBY, BOARD CHAIRMAN(*)

/s/ Robert S. Jorgensen
_____________________________________
ROBERT S. JORGENSEN, DIRECTOR(*)

/s/ Spenst Hansen
_____________________________________
SPENST HANSEN, DIRECTOR(*)

/s/ E. Hal Cameron
_____________________________________
E. HAL CAMERON, DIRECTOR(*)

/s/ Carlos M. Chavez
_____________________________________
CARLOS M. CHAVES, DIRECTOR(*)

/s/ James W. Prier
_____________________________________
JAMES W. PRIER, DIRECTOR(*)

/s/ Ronald Kitching
_____________________________________
RONALD KITCHING, DIRECTOR (*)

(*) Executed pursuant to Power of Attorney, as previously         
    authorized, to ratify and confirm these persons' signatures by 
    the attorney-in-fact therein named.






















                                        6
<PAGE>  
==============================================================================
                              REOFFER PROSPECTUS
==============================================================================

                           ROYAL SILVER MINES, INC.
           Additional Registration of 831,775 Shares of Common Stock
                           Par Value $.01 Per Share
                   Issuable Under the Royal Silver Mines, Inc.
                    1992 Stock Option and Stock Award Plan
           (As Last Amended By Shareholder Approval on June 17, 1995)

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 REOFFER PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.

This Reoffer Prospectus relates to Shares of common stock, $.01 par value, of 
Royal Silver Mines, Inc. ('Royal' or the 'Company'), issued pursuant to the 
Company's 1992  Stock Option and Stock Award Plan, as amended by the First 
Amendment to 1992 Stock Option and Stock Award Plan, which may be offered by 
certain shareholders of the Company (the 'Selling Shareholders') for their own 
respective accounts (the 'Shares').  The Company will not receive any part of
the proceeds from the sales thereof (See 'Selling Shareholders' section, 
below).  The Selling Shareholders are affiliates of the Company.

The Company has not been advised by the Selling Shareholders that there are any 
underwriting arrangements with respect to the sale of the Shares.  The Shares 
will be sold from time to time in the over-the-counter market at then 
prevailing prices, or at prices related to then current market prices, or in 
private transactions at negotiated prices, and brokerage fees may be paid by 
the Selling Shareholders in connection therewith.  The Selling Shareholders 
will pay all applicable stock transfer taxes, transfer fees and related fees 
and expenses. The Company will bear the cost of preparing and filing the 
registration statement and prospectuses and all filing fees and legal and 
accounting expenses in connection with registration under federal and state 
securities laws. 

The Company's common stock is traded in the Nasdaq Bulletin Board OTC market 
under the ticker symbol 'RSMI.' On December 31, 1996, the closing average price 
of the stock was $0.875.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  PROSPECTIVE INVESTORS SHOULD  
CAREFULLY REVIEW THE 'RISK FACTORS' INDICATED BELOW. 
   
The Date of this Reoffer Prospectus is December 31, 1996.
   
   NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY 
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS 
REOFFER PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND IF 
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS 
HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS REOFFER PROSPECTUS DOES NOT 
CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, THE 
SECURITIES COVERED BY THIS REOFFER PROSPECTUS TO ANY PERSON IN ANY JURISDICTION 
IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.  NEITHER 
DELIVERY OF THIS REOFFER PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER 
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE 
FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.

                                        1
<PAGE>
                              TABLE OF CONTENTS
   
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . .  3
   
THE COMPANY . . . . . . . . . . . . . .  . . . . . . .  . . . . . . . . .  4

HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

STRATEGY AND BUSINESS PLAN  . . . . . . . . . . . . . . . . . . . . . . .  6
   
RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
   
GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS  . . . . . . . . . . . .  10

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . .  . . . . . . . . .  12
   
SELLING SHAREHOLDERS . . . . . . . . . . . . .  . . . . . . . . . . . . .  12
   
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . .  . . . . . . . .  13
   
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . .  . . . . . . . . .  14
   
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . .  . . . . . . . . .  16
   
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . .  16
     

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH 
THE OFFERING DESCRIBED HEREIN 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 OFFERING IN ANY JURISDICTION 
TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY 
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.  






















                                        2
<PAGE>
                         AVAILABLE INFORMATION

Royal is subject to the informational requirements of the Securities Exchange 
Act of 1934 (the 'Exchange Act') and, in accordance therewith, files reports, 
proxy and information statements and other information with the Securities and 
Exchange Commission (the 'Commission').  Such reports, statements and other
information may be inspected at and copies of such material may be obtained (at 
prescribed rates) from the public reference facilities maintained by the 
Commission at 450 Fifth Street, N.W., Washington, DC  20549, and at certain of 
its regional offices at 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, 
CA 90036-3648, 219 South Dearborn Street, Chicago, IL  60604, and 75 Park 
Place, 14th Floor, New York, NY  10007 or may be electronically retrieved 
through the Edgar' system administered by the Commission.
   
This Reoffer Prospectus, which constitutes an exhibit to the registration 
statement filed by the Company with the Commission under the Securities Act, as 
amended (the 'Registration Statement'), omits certain of the information 
contained in the Registration Statement.  Reference is here-by made to the 
Registration Statement and to the exhibits relating thereto for further 
information with respect to the Company and the Shares offered hereby.  
Statements contained herein concerning document provisions are not necessarily 
complete and, in each instance, reference is made to the copy of such document 
filed as an exhibit to the Registration Statement, or otherwise filed with the 
Commission.  Each such statement is qualified in its entirety by such 
reference.

            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
The following document, which is on file with the Commission is incorporated 
herein by reference and made a part hereof:  the Company's Annual Report, as 
filed on Form 10-K for the year ended September 30, 1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the Exchange Act subsequent to the date of this Reoffer Prospectus and 
prior to the termination of the offering of the Shares made by this Reoffer 
Prospectus shall be deemed to be incorporated by reference in this Reoffer 
Prospectus and to be a part of this Reoffer Prospectus from the date of the 
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 replaced for purposes of this Reoffer Prospectus to the extent that a 
statement contained herein or in any subsequently filed document which also is 
or is deemed to be incorporated by reference herein modifies or replaces such 
statement.  Any such statement so modified or replaced shall not be deemed, 
except as so modified or replaced, to constitute a part of this Reoffer 
Prospectus.
 
The Company undertakes to provide without charge to each person, including any 
beneficial owner, to whom this Reoffer Prospectus is delivered, upon written or 
oral request by such person, a copy of any document referred to above which has 
been or may be incorporated herein by reference in this Reoffer Prospectus, 
other than exhibits to such documents not specifically incorporated by 
reference.  Such written or oral request should be directed to the Corporate 
Secretary of the Company and may be transmitted by any of the following means:





                                        3
<PAGE>
      (a) By mail/courier, to:  10220 N. Nevada, Suite 230
                                Spokane, Washington 99218

      (b) By facsimile, to:     509/466-3321; or

      (c) By E-Mail, to:        rsmi @ royalsilver.com
 
For further information, please refer to the Registration Statement.

Each person with an agreement of award of shares or options under the Plan will 
be provided with copies of all reports, proxy statements and other 
communications generally distributed to Royal shareholders. 

                               THE COMPANY

Royal Silver Mines, Inc. (generally  referred to as 'Royal' or 'the Company'), 
formerly known as Consolidated Royal Mines, Inc., and also, Royal Minerals, 
Inc., is a U.S. mineral resource company incorporated under the laws of the 
State of Utah.  The Company is engaged in the business of acquiring and 
exploring mineral properties containing silver, gold, copper, and other 
mineralization, with a primary emphasis on silver.  Prior to September 30, 
1995, Royal acquired all of the outstanding securities of Celebration Mining 
Company ('Celebration'), a development stage company, pursuant to a share 
exchange agreement and plan of reorganization ('Reorganization').  Unless 
indicated differently by the context, all references to 'the Company' and 
'Royal' in this report shall be read to refer to Royal Silver Mines, Inc., the 
corporate entity that resulted from the business combination of Consolidated 
Royal Mines, Inc. and Celebration Mining Company.  

Prior to the Reorganization, Celebration was a non-public, closely held 
Washington corporation.  It was formed in February 1994 to identify and acquire 
mineral properties for subsequent exploration and development, if warranted, 
through equity financing and joint venture arrangements. The Reorganization has 
been accounted for as a purchase by Celebration of Royal.  Celebration was 
treated as the acquiring company for financial reporting purposes because its 
shareholders constituted greater than 50 percent of the combined shareholder 
group at the time of reorganization.  In conformity with generally accepted 
accounting principles and the Company's accounting policy, Celebration is 
recognized as the predecessor entity.  Consequently, Celebration's assets and 
liabilities were not adjusted in the accompanying financial statements.  On the 
other hand, for purposes of reporting statutory and corporate authority, Royal 
is deemed to be the acquiring corporation, and Celebration is now  a wholly-
owned subsidiary of Royal.  Prior to the Reorganization, Royal had been a 
majority-owned subsidiary of Centurion Mines Corporation ('Centurion').  
Currently, however, Centurion holds an approximate 14 percent shareholder 
interest in Royal and is an affiliate and related party of the Company.  

The Company operates its business as an exploration stage company, meaning that 
it intends to receive income from property sales, joint ventures, or other 
business arrangements with larger companies, rather than developing and placing 
its properties into production on its own.  There currently are several 
business arrangements, joint venture prospects, and potential property sales 
from which the Company expects to receive income.  The Company has owned 
royalty interests in properties situated in Utah's Gold Belt.  There has been 
and is no assurance that the Company will receive royalties from these 
properties; it received no royalty income during the fiscal year ended 
September 30, 1996 ("Fiscal 1996").

                                        4
<PAGE>
The Company currently has no revenues.  At September 30, 1996, the Company's 
accumulated deficit was $3,057,817.  Although it has recurring losses from 
operations, the Company has increased its operating capital and improved its 
financial condition and ability.   Regarding its losses from operations, the 
Company cannot assure that it will be able to fully carry out its plans as 
budgeted without additional operating capital.  At September 30, 1996, the 
Company had a cash balance of $688,716 and working capital of $686,573, as 
compared to a cash balance of $151,698 and a working capital deficit of 
$665,274 at September 30, 1995.  Royal will need capital resources of 
approximately $40,000 per month to meet its estimated expenditures for the 
ensuing twelve months.  The Board of Directors has instructed management to 
consult with experienced financial and investment advisory firms to formulate 
arrangements for such capital fund raising.  Currently, the Company is pursuing 
various alternatives, including, if necessary, the private placement of stock.

During the twelve months ended September 30, 1996, the Company placed 1,949,332 
shares of its common stock for $2,958,314 in cash.  The Company also issued 
406,050 shares of its common stock in lieu of outstanding debt. The stock was 
issued at $1.50 per share for a total value of $609,075.  At the end of 
September, 1996, the Company reached an agreement with Centurion Mines 
Corporation, a related affiliate, for an option to purchase or assign up to 
800,000 shares of Royal common stock, presently owned by Centurion Mines and 
representing approximately seven and one-half percent of currently outstanding 
shares, at an exercise price of $1.75 per share. The re-purchase option, which 
is assignable to third parties, expires October 1, 1998.

As discussed in greater detail below in the section entitled 'The Company's 
Strategy and Business Plan,' a substantial portion of Royal's assets consist of 
investments in mineral properties for which additional exploration is required 
to determine if they contain mineralization that is economically recoverable.  
The realization of these investments is contingent to a large extent  upon the 
success of Royal's property transactions as a whole, the existence of 
economically recoverable metals and other mineralized material, the ability of 
the Company to obtain financing or make other arrangements for development, and 
upon future profitable production.  The likelihood and extent to which these 
contingencies may be material is uncertain, and Royal cannot assure that the 
outcome of these uncertain events will not have a material impact and result in 
adverse consequences to the Company.  If Royal does not receive suitable 
financing or funds from its present or future business arrangements to develop 
these properties, and continues to suffer losses from operations, the Company 
will revise its business activities accordingly.

                                 HISTORY

The Company was incorporated in Utah on April 6, 1969 as Royal Resources, Inc. 
for the purpose of acquiring and developing mineral properties.  The Company 
changed its name to Royal Minerals, Inc., on January 6, 1983, and became a 
public company in July 1984.  Royal complied with the Securities and Exchange 
Commission reporting requirements until August 1986, at which time Royal filed 
Form 15 with the Commission and suspended further reporting requirements.  On 
January 31, 1992, Centurion owned 82.3 percent of the Company's common stock 
(see the section entitled 'Centurion's Acquisition and Control of the Company,' 
below.)  Also on January 31, 1992, the Company shareholders authorized a 5-for-
1 reverse stock split, and on March 4, 1994, authorized a 4-for-1 reverse stock 
split of the common stock of the Company.  



                                        5
<PAGE>
On March 17, 1994, the Company changed its name to Consolidated Royal Mines, 
Inc.  On November 22, 1994, the Company filed a registration statement on Form 
10 and renewed its reporting requirements, effective January 23, 1995.  During 
the fourth quarter of Fiscal 1995, the Company revised its business plan to 
concentrate on the acquisition of silver properties.  That change in focus 
prompted Consolidated Royal Mines, Inc. and Celebration Mining Company to 
implement the Reorganization, which closed on August 8, 1995, and to change the 
Company's name to Royal Silver Mines, Inc., effective September 18, 1995.

                        STRATEGY AND BUSINESS PLAN 

Royal's management believes that control of land and mineral rights is the key 
ingredient for financial success in the exploration and development phases of 
the mining business.  Previously, Royal had concentrated its main exploration 
efforts in the northern Utah Gold Belt because of that area's history of 
profitable metal production and because of Royal's exploration experience in 
the western United States.  After the Reorganization, the Company acquired a 
number of significant mineral properties focusing on silver resources.  The 
Company expects to concentrate its main exploration efforts during Fiscal 1997 
in Idaho's Coeur d' Alene Mining District and to a much lesser extent in the 
Lakeview Mining District, and Utah's Ashbrook Mining District where the Company 
owns a 25% interest in the Vipont Mine property.  The Company was involved in a 
joint venture in Australia through an agreement between Celebration and an 
Australian company.   A deep test exploration hole was drilled in search of a 
buried massive sulfide target; however the hole encountered only weak 
mineralization.

Royal's corporate strategy is directed toward the acquisition of land positions 
for the exploration of mineralization in established mining districts that have 
had large and profitable production histories.  This approach is referred to in 
the mining industry as 'headframe geology,' which is defined as concentrating 
efforts near previously known, profitable ore deposits.  Royal does not 
currently have sufficient capital of its own to carry out its strategy and 
business plan.  

The Company's plan of operation for Fiscal 1997 is to proceed with its 
exploration efforts and to seek business arrangements that, in conjunction with 
the funds of other companies or business entities, will provide sufficient 
funding to meet the initial expenditures required for the exploration of 
mineralization on such properties and to acquire land positions or other 
interests in mineral properties.  It expects in this way to achieve an increase 
in the value of its assets and to obtain production income with less risk of 
its own funds for development expenditures and capital investment in production 
facilities.  As a consequence of the Company's plans, management expects a 
reversal of the current trend of diminishing cash flow.  However, because it 
currently does not have sufficient capital, if the Company is not successful in 
obtaining suitable joint venture commitments and funds, there is no assurance 
that the Company otherwise will obtain the capital it would need to achieve its 
business plan.  During September 1996, the Company completed its initial due 
diligence review and signed a revised option agreement with the Placer Mining 
Corporation of Kellogg, Idaho, to purchase a 100 percent ownership interest in 
the Bunker Hill Mine, a silver-lead-zinc mine in Shoshone County, Idaho. The 
Bunker Hill Mine is the largest mine in northern Idaho's historic Coeur d'Alene 
Mining District, which currently has four major silver mines in production. The 
Bunker Hill Mine has produced over 35 million tons of ore over a one hundred 
year period.


                                        6
<PAGE>
Under the terms of the option, the Company can acquire the mine by making 
payment through one of two alternative purchase arrangements: the Company may 
either (1) pay $7 million and issue 500,000 shares of its restricted common 
stock to Placer Mining on or before May 10, 1997; or (2) pay $4 million and 
issue 500,000 shares to Placer Mining on or before May 10, 1997, and then pay 
an additional $3.5 million on or before May 10, 1998. Under either alternative, 
Placer Mining will retain a 2-3/4 percent net smelter return royalty on the 
property. The Company intends to raise the necessary funds via equity and/or 
debt financing, or through a possible joint venture with a major partner.  

The Bunker Hill Mine, which was originally discovered in 1881, was last 
operated on a large scale in 1990.  Placer Mining has reestablished small 
production of high grade lead-silver ore from stopes on 10 level and 11 level, 
but has lacked the requisite capital to properly redevelop the mine.  In order 
to achieve the necessary economies of scale, and to benefit from low cost, bulk 
underground mining methods, the Company's engineers believe that a capital 
investment in excess of $50 million will be required over and above the 
purchase price.  However, the Company believes that if the technical due 
diligence is favorable and the ongoing environmental issues can be 
satisfactorily resolved, an investment of that magnitude may be possible to 
obtain.

The Board of Directors reasonably believes that the Company is able to engage 
in nearly any size operation or scope of mining activity depending on the 
circumstances and merits of each proposed operation or mining activity.  
Accordingly, the Board has not limited the size of operation or scope of 
project which it believes is reasonable for management to consider in achieving 
the Company's business plan.  Following that direction, management of the 
Company pursued a vigorous and fruitful program during the last quarter of 
Fiscal 1995, acquiring interests in seven distinct parcels of mineral property.
Further, management has been authorized to consider and review all reasonable
proposals and, upon satisfactory assessment, to then make a specific 
determination as to an estimated range of funding amounts that each such 
proposal reasonably might require.  

By further direction of the Board of Directors, management may enter into new 
mining arrangements with joint venturers, partners, or other third parties.  
Such arrangements may be multi-party ventures to which the Company will 
contribute stock, cash, and/or mineral interests.  In such arrangements, the 
Company's participation in revenues and profits, if any, will be reduced.  At 
this time, the Company has no agreement or understanding with any third parties 
for the formation of a joint venture mining operation other than those 
described herein.  The Company will encounter significant competition from 
firms currently engaged in the mining industry.  In general, all of these 
companies are substantially larger than the Company, and have substantially 
greater resources and operating histories.  (See 'Risk Factors,' below.)

Management, together with such professional advisors which the Company deems 
appropriate, will investigate prospective properties through on-site 
examination, reviewing available geologic reports or publications relating to 
the property, and a general field reconnaissance to secure preliminary 
information regarding characteristics of the property.  If, from such 
preliminary reviews, management deems it advisable to further investigate the 
property, the Company may determine the condition of title and ownership by 
using abstractors or title companies, and may obtain a preliminary feasibility 
study by one or more geologists, mining engineers, or accountants.  If, after 
the foregoing preliminary investigation, management determines that the 

                                        7
<PAGE>
property does not meet the Company's acquisition criteria, efforts to acquire 
the property will be abandoned, in which case costs incurred in conducting the 
investigation would not be recoverable.  It should be noted, however, that the 
Company has only a limited amount of funds available for working capital which 
could be used for future exploration expenditures.  Thus, if future exploration 
is desired, additional funds would be needed.  Only a limited amount of such 
funds have currently been identified and there can be no assurance that such 
funds would be available at an acceptable cost, if at all. 

Inasmuch as the eventual project, operation or mining activity could be of any 
size or scope, management is not able at this time to provide more exact 
amounts or a detailed listing of operation costs, including increases in 
general and administrative expense, if any.  However, the Company plans to fund 
any increases in general and administrative expense principally from joint 
venture revenues, fees it may receive, or additional funds it may receive from 
debt or equity financing.  Funds required to finance the Company's exploration 
and development of mineral properties are expected to come primarily from joint 
venture participant contributions with the remainder provided by funds 
generated from such joint venture and other lease or royalty arrangements.

Management has budgeted approximately $480,000 for Fiscal 1997 for general and 
administrative expenses and other operating costs.  To date, the Company has 
made full and timely payment of its expenses, in particular to the various 
governmental payees it interacts with, and has met its obligations to the 
entities and contractors that provide its personnel, office space, and 
equipment needs.  The Company currently is seeking additional sources of 
working capital sufficient to continue its present level of funding its general 
and administrative expenses and meet ongoing payment obligations for its leases 
to governmental bodies.  Operating costs are largely dependent upon the level 
of exploration and development activity engaged in, which, in turn, is 
dependent upon availability of funds.  The Company has determined not to incur 
any operating costs related to exploration and development until sufficient 
funds are available for payment.  

                               RISK FACTORS  

The following risk factors with respect to the Company and its operations may 
affect its strategy and business plan:

1.  RECENT STATUS AS A PUBLIC REPORTING COMPANY.  The Company became a fully 
reporting public company on January 23, 1995.  The Company has no current 
operating history and is subject to all risks inherent in a developing business 
enterprise.  The likelihood of success of the Company must be considered in 
light of the problems, expenses, difficulties, complications, and delays 
frequently encountered in connection with a new business in general and those 
specific to the natural resource industry and the competitive and regulatory 
environment in which the Company will operate.  

2.  EXPLORATION STAGE COMPANY.   Mineral exploration, particularly for gold and 
silver, is highly speculative in nature, frequently is nonproductive, and 
involves many risks, often greater than those involved in the discovery of 
mineralization.  Such risks can be considerable and may add unexpected 
expenditures or delays to the Company's plans.  There can be no assurance that 
the Company's mineral exploration activities will be successful or profitable. 

Once mineralization is discovered, it may take a number of years from the 
initial phase of drilling until production is possible, during which time the 
economic feasibility of production may change.  
                                        8
<PAGE>
A related factor is that exploration stage companies use the evaluation work of 
professional geologists, geophysicists, and engineers for estimates in 
determining whether to acquire an interest in property or to commence 
exploration or development work.  These estimates generally rely on scientific 
estimates and economic assumptions, and in some instances may not be correct, 
and could result in the expenditure of substantial amounts of money on a 
property before it can be determined whether or not the property contains 
economically recoverable mineralization.

The economic viability of a property cannot be determined until extensive 
exploration and development has been conducted and a comprehensive feasibility 
study performed.  The Company currently does not have any such feasibility 
studies, and has not yet prepared feasibility studies on any of its properties.
Moreover, the market prices of any minerals produced are subject to 
fluctuation, which may negatively affect the economic viability of properties 
on which expenditures have been made.  The Company is not able to determine at 
present whether or not, or the extent to which, such risks may adversely affect 
the Company's strategy and business plans.

3.  COMPETITION.  The mining industry is very competitive.  There is a high 
degree of competition to obtain favorable mining properties and suitable mining 
prospects for drilling, exploration, development and mining operations.  The 
Company encounters competition from a handful of other similarly-situated 
mining companies in the silver mining industry in connection with the 
acquisition of properties capable of profitably producing silver and other 
mineralization.  The Company is unable to ascertain the exact number of such 
competitor companies, however, the Company believes that with the acquisition 
of significant properties in the Coeur d'Alene Mining District of Northern 
Idaho, USA, its competitive position for exploring and developing such 
properties for silver mineralization should improve. Nevertheless, the Company 
may be unable to acquire attractive mining properties on terms it considers 
acceptable. Accordingly, there can be no assurance that the Company's programs 
will yield commercially minable reserves.  

4.  LACK OF REVENUE.  The Company needs additional capital but currently has no 
revenues.  Substantial expenditures are required to establish ore reserves 
through drilling, to determine metallurgical processes to extract the 
mineralization from the ore and, in the case of new properties, to construct 
mining and processing facilities.  The Company lacks a constant and continual 
flow of revenue.  The Company currently holds certain royalty interests in 
several mining properties previously sold, but there is no assurance that the 
Company will receive royalty payments, or that the Company will otherwise 
receive adequate funding to be able to finance its exploration activities.  The 
Company is looking for revenue sources on an on-going basis, but there can be 
no assurance that such sources can be found or that, if available, the terms of 
such financing will be commercially acceptable to the Company.  Because of the 
Company's need for additional capital to fund its present operations, to 
complete the acquisition of certain mineral rights, and to provide for further 
exploration and development, the lack of consistent revenue could be a 
detrimental factor in the progress of the Company.  








                                        9
<PAGE>
5. REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND ADDITIONAL CAPITAL 
NEEDS.  The ultimate realization of the Company's investments in mineral 
properties is dependent upon the success of future property sales, the 
existence of economically recoverable reserves, the ability of the Company to 
obtain financing or make other arrangements for development and upon future 
profitable production.  The Company expects to finance its operations for 
Fiscal 1997 through the sale of equity securities, joint venture arrangements 
(including project financing), and the sale of interests in mineral properties.
The Company does not have sufficient capital of its own to explore and develop 
its mineral properties and there can be no assurance that the Company will be 
successful in obtaining the required funds to finance its long-term capital 
needs.

6.   RETENTION AND ATTRACTION OF KEY PERSONNEL.  The Company's success will 
depend, in large part, on its ability to retain and attract highly qualified 
personnel.  The Company's success in retaining its present staff and in 
attracting additional qualified personnel will depend on many factors, 
including its ability to provide them with competitive compensation 
arrangements, equity participation and other benefits.  There is no assurance 
that the Company will be successful in retaining or attracting highly qualified 
individuals in key management positions.

7.  REGULATORY CONCERNS.  Environmental and other government regulations at the 
federal, state and local level pertaining to the Company's business and 
properties may include: 1) Surface Impact, 2) Water Acquisition, 3) Site 
Access, 4) Reclamation, 5) Wildlife Preservation, 6) Licenses and Permits, and 
7) Maintaining the Fees for unpatented mining claims.   See the section below 
entitled 'Government Regulation and Environmental Concerns,' for a 
comprehensive discussion of the risks related to this factor.  

             GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS

The Company is committed to complying and, to its knowledge, is in compliance 
with all governmental and environmental regulations.  The Company's activities 
are subject to extensive federal, state, and local laws and regulations 
controlling not only the mining of and exploration for mineral properties, but 
also the possible effects of such activities upon the environment.  Permits 
from a variety of regulatory authorities are required for many aspects of mine 
operation and reclamation.  The Company cannot predict the extent to which 
future legislation and regulation could cause additional expense, capital 
expenditures, restrictions and delays in the development of the Company's 
properties, including those with respect to unpatented mining claims.

As used in this Annual Report, the term 'unpatented mining claim' refers to a 
mining claim on federal lands which has not been converted into full fee 
ownership in the name of a private person or entity.  The process of converting 
ownership was established under the (U.S.) General Mining Law of 1872, as 
amended (the 'General Mining Law'), and requires that certain conditions be 
met.  Once met, and all other requirements are satisfied, the U.S. government 
transfers ownership of the underlying property (held to that point in the 
public trust) to the private person or entity by granting fee simple and 
conveying full private ownership of the subject mineral property, including 
mineral rights, surface, subsurface and appurtenant rights, subject to any 
vested and accrued water rights.  The act of granting full fee ownership is 
accomplished by a duly endorsed instrument referred to as a 'patent.'  Until 
such time as a mining claim on federal land may be 'patented,' the claim is 
deemed an 'unpatented mining claim' and ownership is held in the public trust 

                                        10
<PAGE>
by the U.S. government subject to existing federal mining laws and other 
applicable statutory or regulatory provisions as may be implemented by the 
federal bureaucracy.

In 1992, the U.S. Congress passed a number of amendments to the General Mining 
Law which governs mining claims and related activities on federal lands.  A 
holding fee of $100 and a filing assessment of $35 per claim was imposed upon 
unpatented mining claims located on federal lands.  Since 1992, a variety of 
legislation has been proposed to further amend the General Mining Law.  The 
proposed legislation would, among other things, impose royalties and add 
requirements affecting reclamation, environmental controls, and restoration.  
although such legislative proposals are not currently in effect, the likelihood 
or extent of subsequent enactments is not presently known and the potential 
impact on the Company as a result of future congressional action cannot be 
predicted.  

The Company's activities are not only subject to extensive federal, state, and 
local regulations controlling the mining of and exploration for mineral 
properties, but also the possible effects of such activities upon the 
environment.  Future legislation and regulations could cause additional 
expense, capital expenditures, restrictions and delays in the development of 
the Company's properties, the extent of which cannot be predicted.  Also, as 
discussed above, permits from a variety of regulatory authorities are required 
for many aspects of mine operation and reclamation.  In the context of 
environmental permitting, including the approval of reclamation plans, the 
Company must comply with known standards, existing laws and regulations that 
may entail greater or lesser costs and delays depending on the nature of the 
activity to be permitted and how stringently the regulations are implemented by 
the permitting authority.  While it is possible that the costs and delays 
associated with the compliance of such laws, regulations, and permits could 
become such that the Company would not proceed with the development or 
operation of a mine, the Company is not presently aware of any material 
environmental constraint affecting its properties that would preclude the 
economic development or operation of any specific property, other than those 
relating to the Bunker Hill Mine (described in Item 2.)

At present, the Company does not have any environmental control facilities. 
Thus, the Company has not made any material capital expenditures for 
environmental controls, other than the nominal costs of preparing the plans and 
contingencies for such environmental controls, measures and facilities as may 
be required in its future activities.  

As the Company becomes more active on its properties, it is reasonable to 
expect that compliance with environmental regulations will substantially 
increase costs to the Company.  Such compliance may include feasibility studies 
on the surface impact of the Company's proposed operations; costs associated 
with minimizing surface impact; water treatment and protection; reclamation 
activities, including rehabilitation of various sites; on-going efforts at 
alleviating the mining impact on wildlife; and permits or bonds as may be 
required to ensure the Company's compliance with applicable regulations.  It is 
possible that the costs and delays associated with such compliance could become 
so prohibitive that the Company may decide to not proceed with the exploration, 
development, or mining operations on any of its mineral properties.  





                                        11
<PAGE>
Specifically as it relates to the Company's option to purchase the Bunker Hill 
Mine, Royal Silver Mines has endeavored to assess the environmental issues, 
including preexisting conditions such as acid water mine drainage and related 
treatment efforts, and the impact of these and other issues that may arise 
pertaining to environmental protection requirements and areas of concern, some 
of which are tailings pond construction, mine waste rock disposal, etc.  
Discussions with the State of Idaho and the EPA have been ongoing and continue. 
The company expects to complete a full review and determination of the 
environmental impact and requirements to bring the mine to an economically 
productive level.

Future costs of compliance may depend upon the extent and type of exploration 
and testing required.  Moreover, there is no assurance that the Company will be 
able to comply with requirements imposed on future development, or that the 
Company will be able to economically develop operating mines under such 
regulations.  Therefore, management is not able to estimate those amounts at 
this time. 

                                USE OF PROCEEDS

The Shares have been or will be issued to the Selling Shareholders as awards 
under the Plan.  Pursuant to the Registration Statement, the Selling 
Shareholders may offer their Shares for their own respective accounts and the 
Company will not receive any part of the proceeds from the sale thereof.

                           SELLING SHAREHOLDERS

The Selling Shareholders will be officers and directors of the Company, 
shareholders who own 5% or more of the outstanding Shares of the Company 
('Principal Shareholders'), and shareholders who receive Shares pursuant to 
awards under the Plan (the "Other Selling Shareholders").  As of the date of 
this Reoffer Prospectus, awards of the Shares and options to acquire Shares 
have been made under the Plan to the following Principal Shareholders, 
officers, directors and Other Selling Shareholders.
























                                        12
<PAGE>
<TABLE>
<CAPTION>

PRINCIPAL SHAREHOLDERS             SHARES                 SHARES
(F1)                               AWARDED                ISSUED
                                ____________           ____________ 
<S>                             <C>                    <C>

Howard Crosby                     260,000                  65,000
105 N. First, Ste. 232
Sandpoint, ID 83864

Robert E. Jorgensen               134,500                   34,500
W. 2719 Strong Rd.
Spokane, WA 99208

OFFICERS AND DIRECTORS
Howard Crosby                     SEE ABOVE              SEE ABOVE
Robert E. Jorgensen               SEE ABOVE              SEE ABOVE 
Ronald Kitching                    30,000                    7,500
Hal Cameron                        22,500                   15,000
Spenst Hansen                      52,500                   46,500
Jerry Stacey                       21,000                   14,000
Carlos M. Chavez                   35,000                   20,000
James W. Prier                     30,000                    7,500
John Ryan                          40,700                   25,700

OTHER SELLING SHAREHOLDERS        158,800                   43,050 

                     TOTALS:      785,000                  235,700
                                  ========                 ======= 

<FN>
<F1>  All shares are owned beneficially and of record, unless otherwise noted. 
Mr. Crosby is a director, executive officer and 50% shareholder of Extol 
International Corp., a privately-held Washington corporation. As a 50% 
shareholder, Mr. Crosby holds indirect beneficial ownership of one-half of the 
restricted shares retained by Extol following the closing of the share exchange 
with Celebration.
</FN>
</TABLE>

                             PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Shareholders, or by 
pledgees, donees, transferees or other successors in interest.  Such sales may 
be made in the over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in 
negotiated transactions.

The Shares may be sold in one or more of the following ways:

  (a) a block trade in which the broker or dealer so engaged will attempt to 
sell the Shares as agent but may position and resell a portion of the block as 
principal to facilitate the transaction;
  (b) purchase by a broker or dealer as principal and resale by such broker or 
dealer for its account pursuant to this Reoffer Prospectus.

                                        13
<PAGE>
  (c) ordinary brokerage transactions and transactions in which the broker 
solicits purchasers.  In effecting sales, brokers or dealers engaged by the 
Selling Shareholders may arrange for other brokers or dealers to participate.  
Brokers or dealers will receive commissions or discounts from the Selling 
Shareholders in amounts to be negotiated immediately prior to the sale.  Such 
brokers or dealers and any other participating brokers or dealers may be deemed 
to be 'underwriters' within the meaning of the Securities Act in connection 
with such sales.  In addition, any securities covered by this Reoffer 
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 
144 rather than pursuant to this Reoffer Prospectus.

  (d) private transactions at a negotiated price.

Upon the Company being notified by a Selling Shareholder that any material 
arrangement has been entered into with a broker-dealer for the sale of Shares 
through a block trade, special offering, exchange distribution, or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus 
will be filed, if required, pursuant to Rule 424(c) under the Act, disclosing 
(i) the name of each such Selling Shareholder and of the participating broker-
dealer(s), (ii) the number of Shares involved, (iii) the price at which such 
Shares will be sold, (iv) the commissions paid or discounts or concessions 
allowed to such broker-dealers(s), where applicable, (v) that such broker-
dealer(s) did not conduct any investigation to verify the information set out 
or incorporated by reference in this Reoffer Prospectus and (vi) other facts 
material to the transaction.

The Selling Shareholders will be subject to anti-fraud and anti-market 
manipulation rules under the Exchange Act in connection with this offering.  
Rules 10b-2, 10b-6 and 10b-7, among others, effectively prohibit the Selling 
Shareholders from purchasing the Company's common stock while the Shares are 
being offered pursuant to this Reoffer Prospectus.

The Company has agreed to indemnify the Selling Shareholders and underwriters 
acting on their behalf against certain liabilities, including liabilities under 
the Securities Act, for material misrepresentations contained, or omissions not 
contained, in this Prospectus.

The laws of certain states may require that sales of the Shares offered hereby 
be conducted solely through the brokers or dealers so registered in those 
states.

                         DESCRIPTION OF SECURITIES

AUTHORIZED CAPITAL
------------------
The Company is authorized to issue 40,000,000 shares of common stock, $.01 par 
value, of which 10,692,732 were issued and outstanding as of December 31, 1996. 
All outstanding shares are fully-paid and non-assessable.  The approximate 
number of holders of common stock of record on December 31, 1996, was 
approximately 390.








                                        14
<PAGE>
DIVIDENDS
---------
The holders of the common stock are entitled to dividends as determined by the 
board of directors from legally available funds.  All shares of common stock 
have equal rights to participate in any dividend, if, as and when declared by 
the board of directors.  Since its inception, the Company has not paid any 
dividends on its common shares and does not anticipate or contemplate paying 
dividends in the foreseeable future.  Management of the Company presently 
intends to use earnings to finance future growth and development.

VOTING RIGHTS
-------------
The holders of common stock are entitled to one vote for each share of common 
stock held.  The Shares do not have the right to cumulative voting for 
directors, which means that holders of more than 50% of the Shares voting for 
the election of directors can elect all of the directors if they choose to do 
so.

PRE-EMPTIVE RIGHTS
------------------
No shares have pre-emptive rights.

TRANSFER AGENT
--------------
OTC Stock Transfer, Inc., is transfer agent for the Company's common stock.  
The address is P.O. Box 15600, 231 East 2100 South, Salt Lake City, Utah 84115. 
The telephone number is 801/485-5554 and the facsimile number is 801/486-0562.

RESTRICTIONS ON TRANSFERABILITY OF COMMON STOCK
-----------------------------------------------
During the effectiveness of the Registration Statement of which this Reoffer 
Prospectus is a part, the Shares may be sold and transferred subject to the 
requirement that the Selling Shareholder and any underwriters acting on behalf 
of such Selling Shareholder deliver this Reoffer Prospectus to each offeree.  
After the Registration Statement ceases to be effective, Shares purchased from 
the Selling Shareholder or any underwriters acting on behalf of such Selling 
Shareholder may be resold and transferred without the filing of a subsequent 
registration statement.

The award of Shares or options to purchase Shares under the Plan may be subject 
to contractual restrictions on transferability. Any such contractual 
restriction will be conspicuously noted on the certificates representing the 
effective securities.  No Shares may be sold hereunder except in accordance 
with such contractual restrictions. As of the date of this Reoffer Prospectus, 
no contractual restrictions have been imposed on awards under the Plan.

WARRANTS AND OPTIONS
--------------------
The Plan as amended and authorizes, by ratification, the issuance to key 
employees, officers and directors of the Company of up to 1,069,275 shares of 
the Company's common stock, including issuances effectuated by exercise of 
options or warrants certificated under the Plan for the purchase of common 
Shares registered hereby.  As of the date of this Reoffer Prospectus, awards of 
options and warrants have been authorized and awarded under the Plan, but none 
have been exercised.



                                        15
<PAGE>
                               LEGAL MATTERS

The legality of the Shares offered hereby will be passed upon for the Company 
by Carlos M. Chavez, Esq., Salt Lake City, Utah. 

                                  EXPERTS

The consolidated financial statements and schedules incorporated by reference 
in this Reoffer Prospectus and elsewhere in the Form S-8 Registration Statement 
have been audited by Williams & Webster P.S., Certified Public Accountants, 
independent public accountants, as indicated in their reports with respect 
thereto, and are incorporated herein by reference in reliance upon the 
authority of said firm as experts in giving said reports.  Reference is made to 
said reports, which include an explanatory paragraph with respect to the 
realizability of the Company's investments in mineral properties as discussed 
therein in Note 1 to the consolidated financial statements.








































                                        16
<PAGE>
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       Courier 10pt type, 60 line page

(THIS SPACE LEFT BLANK INTENTIONALLY)
_____________________________________________________________________________
       
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
  
                                FORM  S-8
 
           Registration Statement Under the Securities Act of 1933
   
                         ROYAL SILVER MINES, INC.
           (Exact name of registrant as specified in its charter)
                 (Formerly Consolidated Royal Mines, Inc.)

                    UTAH                        87-0306609
        (State or other jurisdiction,        (I.R.S. Employer
         incorporation or organization)     Identification No.)
                                           
               10220 N. Nevada, Suite 230,  Spokane, WA  99218 
                   (Address of principal executive offices)

                             (509) 466-3144
          (Registrant's telephone number, including area code)
  
    1992 STOCK OPTION AND STOCK AWARD PLAN OF ROYAL SILVER MINES, INC.
                       (Full title of the plan)
  
                    Carlos M. Chavez, Legal Counsel
       331 S. Rio Grande St., Suite 208, Salt Lake City, UT 84101
                             (801) 534-1132          
            (Name, address, including zip code, and telephone
             number, including area code of agent for service)
Title of                     Proposed      Proposed   
each class                   maximum       maximum    
of security     Amount       offering      aggregate   Amount of
to be           to be        price per     offering    registration
registered      registered   share
price       fee
__________      __________   __________    _________   __________
Common stock,
par value
$.01 per share    831,775      $0.875       $727,803     $220.52
Estimated pursuant to Rule 457(c) solely for the purpose of calculating 
the registration fee in accordance with Rule 457(c) under the Securities Act of 
1933 and based upon the average of the Nasdaq high and low prices for shares of 
common stock of Royal Silver Mines, Inc. as reported by the Dow Jones 
News/Retrieval service on December 31, 1996.
The Exhibit Index appears on page 2 of the sequentially numbered
pages of this registration statement. 

This registration statement, including exhibits, contains 6 pages.

_____________________________________________________________________________
Pursuant to Instruction E of the General Instructions to Form S-8,
the contents of the original Registration Statement on Form S-8,
filed by the Company on July 17, 1995, is incorporated herein by
reference.

ITEM 8.     EXHIBITS.

Copies of the following documents are being furnished as exhibits
required by Item 601 of Regulation S-K, promulgated under the
Securities Act and the Exchange Act. The SEC reference number
refers to the exhibit table in Item 601 of Regulation S-K.

                        EXHIBIT INDEX

SEC          Exh.                              Sequential Page No.
Reference    No.   Document                        of Location
---------    ----  ---------------------------  ----------------- 
                                        
  4          4.1   1992 Stock Option and Stock             *  
                   Award Plan with Amendment
                   No. 1 to the Plan
                       
  4          4.2   Ratification of the Plan                4
                       

  5          5.1   Opinion of Counsel                      5
                   regarding legality           

  23         5.1   Consent of Counsel                      5
               

  23         23.1  Letter from and Consent
                     of Auditor                            6

  24         24.1  Power of Attorney                       7

* Incorporated by reference to the Form S-8 Registration Statement
  filed on July 17, 1995.

                                        1
EX-4.2
                RATIFICATION BY THE BOARD OF DIRECTORS
        ESTABLISHING ADDITIONAL AMOUNT OF SHARES TO BE REGISTERED
          PURSUANT TO AMENDMENT NO. 1 TO THE 1992 STOCK OPTION
           AND STOCK AWARD PLAN OF ROYAL SILVER MINES, INC.

   WHEREAS, Royal Silver Mines, Inc. (the "Company") adopted the
1992 Stock Option and Stock Award Plan of Royal Silver Mines, Inc.
(the "Plan") by approval of the Board of Directors (the "Board") on
January 10, 1992, and by approval of the Company shareholders on
January 31, 1992; 

   WHEREAS, Amendment No. 1 to the Plan was approved by the Board
on June 7, 1995, and approved by the shareholders on June 17, 1995,
and the Board caused 237,500 shares to be registered by
Registration Statement previously filed on Form S-8; and

   WHEREAS, this Ratification is made pursuant to the authority 
granted by the shareholders to the Board under Amendment No. 1,  
and is authorized by the unanimous consent of the Board, as
recorded by resolution of the Board of Directors.

   NOW, THEREFORE, the Plan, as amended, is hereby ratified to
permit the aggregate registration of up to a total of 1,069,275 
shares of the Company's common stock that may be issued subject to 
the terms of the Plan, or if already issued, that their issuance is
hereby ratified under the Plan and made a part of the registration
being put into effect by the filing of this Form S-8, as follows:

  1.  As of December 31, 1996, there was a total of 10,692,732
      shares of issued and outstanding common stock of the Company. 
      The Plan authorizes up to ten percent of issued and   
      outstanding common shares to be registered and administered 
      under the Plan.  Therefore as of December 31, 1996, 1,069,275
      Company shares are authorized to be registered.

  2.  The Registration Statement shall be amended by short-form
      registration to cause the number of registered shares to be
      increased by 831,775, such that the total of shares
      registered under authority of Form S-8 will increase from
      237,500 to 1,069,275, all of which shall be registered and
      eligible for issuance as free-trading stock. 

  3.  Except as amended hereby, the Plan remains unmodified and in
      full force and effect.      

                                        2
EX-5.1
  
                   CARLOS M. CHAVEZ, ATTORNEY AT LAW
                 331 SOUTH RIO GRANDE STREET, SUITE 208
                      SALT LAKE CITY, UTAH 84101
               TELE:  801/534-1132    FAX:  801/534-1129
   
December 31, 1996
   
Board of Directors
ROYAL SILVER MINES, INC.
N. 10220 Nevada, Suite 230
Spokane, Washington  99218 
   
RE:  Registration of Additional Shares Under Employee Stock Plan,
     Short-Form Registration Statement on Form S-8
   
Dear Board:
   
I have acted as counsel to Royal Silver Mines, Inc., a Utah
corporation (the 'Company'), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the 'Registration
Statement') to be filed with the Securities and Exchange Commission
on or after December 31, 1996, pertaining to the registration of
additional securities consisting of 831,775 shares of the Company's
common stock, $0.01 par value (the 'Shares') being registered in
connection with the Company's 1992 Stock Option and Stock Award
Plan, as amended (the 'Plan').
   
I have reviewed the Articles of Incorporation and Bylaws of the
Company, the meeting minutes and resolutions of the Board of
Directors and share-holders of the Company, the Form S-8
Registration Statement, the Plan, relevant prospectuses and other
such documents as appropriate. As to factual matters, I have relied
upon a certificate supplied to me by an officer of the Company. In
rendering the opinion expressed herein, I have assumed, upon
reasonable investigation, the validity of all documents and the
accuracy of all information supplied to me by the Company.
   
Based upon the foregoing, I am of the opinion that when the
Registration Statement becomes effective, all such Shares being
registered pursuant to the Registration Statement, and all such
registered Shares as they are issued and paid for in accordance
with the Plan, will have been duly authorized and will be legally
issued, fully paid and non-assessable.
 
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
   
Very truly yours,

/s/ Carlos M. Chavez
Attorney at Law
cc:  Williams & Webster, P.S.

                                        3
EX-23.1
   
                                [COMPANY LOGO]
                            WILLIAMS & WEBSTER, P.S.
                          601 W. Riverside, Suite 1970
                             Spokane, WA 99201-0611
                                  509-838-5111

December 31, 1996
   
   
            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
   
As independent public accountants, we hereby consent to the use of
our audit report dated December 13, 1996 (and to all references to
our Firm), included in or made a part of the Form S-8 registration
statement of Royal Silver Mines, Inc. and its affiliated subsidiaries, as
filed on or about December 31, 1996.

   
/s/ Williams & Webster, P.S.

WILLIAMS & WEBSTER, P.S.

(THIS SPACE INTENTIONALLY LEFT BLANK)

                                        4
EX-24.1

                             POWER OF ATTORNEY

         We, the undersigned officers and directors of Royal Silver Mines, 
Inc., hereby severally constitute Robert E. Jorgensen and Carlos M. Chavez, as 
our true and lawful attorney-in-fact with full power to sign for us and in our 
names in the capacities indicated below, the Registration Statement filed 
herewith and any amendments to said Registration Statement, and generally to do 
all such things in our name and behalf in our capacities as officers and 
directors to enable Royal Silver Mines, Inc., to comply with the provisions of 
the Securities Act of 1933 as amended, and all requirements of the Securities 
and Exchange Commission, hereby ratifying and confirming our signatures as they 
may be signed by our said attorney-in-fact, to said Registration Statement and 
any and all amendments thereto.

        Witness our hands on the date set forth below.

        Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the date indicated.

                                 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 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 Spokane, State of Washington, on the thirty-
first day of December, 1996.

REGISTRANT:    ROYAL SILVER MINES, INC.

/s/ Robert E. Jorgensen
_____________________________
Robert, E. Jorgensen, Executive Vice-President
  
       Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the dates indicated.

Dated: December 31, 1996

BY ITS CHIEF EXECUTIVE OFFICER:

/s/ Howard M. Crosby
_____________________________
Howard M. Crosby, Chief Executive Officer 

BY ITS PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/s/ Robert E. Jorgensen
_____________________________
Robert E. Jorgensen, Treasurer and Controller

                                        5
Dated: December 31, 1996

BY A MAJORITY OF ITS BOARD OF DIRECTORS:
  
/s/ Howard M. Crosby
_____________________________________
HOWARD M. CROSBY, BOARD CHAIRMAN(*)

/s/ Robert S. Jorgensen
_____________________________________
ROBERT S. JORGENSEN, DIRECTOR(*)

/s/ Spenst Hansen
_____________________________________
SPENST HANSEN, DIRECTOR(*)

/s/ E. Hal Cameron
_____________________________________
E. HAL CAMERON, DIRECTOR(*)

/s/ Carlos M. Chavez
_____________________________________
CARLOS M. CHAVES, DIRECTOR(*)

/s/ James W. Prier
_____________________________________
JAMES W. PRIER, DIRECTOR(*)

/s/ Ronald Kitching
_____________________________________
RONALD KITCHING, DIRECTOR (*)

(*) Executed pursuant to Power of Attorney, as previously         
    authorized, to ratify and confirm these persons' signatures by 
    the attorney-in-fact therein named.

                                        6
==============================================================================
                              REOFFER PROSPECTUS
==============================================================================

                           ROYAL SILVER MINES, INC.
           Additional Registration of 831,775 Shares of Common Stock
                           Par Value $.01 Per Share
                   Issuable Under the Royal Silver Mines, Inc.
                    1992 Stock Option and Stock Award Plan
           (As Last Amended By Shareholder Approval on June 17, 1995)

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 REOFFER PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.

This Reoffer Prospectus relates to Shares of common stock, $.01 par value, of 
Royal Silver Mines, Inc. ('Royal' or the 'Company'), issued pursuant to the 
Company's 1992  Stock Option and Stock Award Plan, as amended by the First 
Amendment to 1992 Stock Option and Stock Award Plan, which may be offered by 
certain shareholders of the Company (the 'Selling Shareholders') for their own 
respective accounts (the 'Shares').  The Company will not receive any part of
the proceeds from the sales thereof (See 'Selling Shareholders' section, 
below).  The Selling Shareholders are affiliates of the Company.

The Company has not been advised by the Selling Shareholders that there are any 
underwriting arrangements with respect to the sale of the Shares.  The Shares 
will be sold from time to time in the over-the-counter market at then 
prevailing prices, or at prices related to then current market prices, or in 
private transactions at negotiated prices, and brokerage fees may be paid by 
the Selling Shareholders in connection therewith.  The Selling Shareholders 
will pay all applicable stock transfer taxes, transfer fees and related fees 
and expenses. The Company will bear the cost of preparing and filing the 
registration statement and prospectuses and all filing fees and legal and 
accounting expenses in connection with registration under federal and state 
securities laws. 

The Company's common stock is traded in the Nasdaq Bulletin Board OTC market 
under the ticker symbol 'RSMI.' On December 31, 1996, the closing average price 
of the stock was $0.875.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  PROSPECTIVE INVESTORS SHOULD  
CAREFULLY REVIEW THE 'RISK FACTORS' INDICATED BELOW. 
   
The Date of this Reoffer Prospectus is December 31, 1996.
   
   NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY 
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS 
REOFFER PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND IF 
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS 
HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS REOFFER PROSPECTUS DOES NOT 
CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, THE 
SECURITIES COVERED BY THIS REOFFER PROSPECTUS TO ANY PERSON IN ANY JURISDICTION 
IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.  NEITHER 
DELIVERY OF THIS REOFFER PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER 
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE 
FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.

                                        1
TABLE OF CONTENTS
   
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . .  3
   
THE COMPANY . . . . . . . . . . . . . .  . . . . . . .  . . . . . . . . .  4

HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

STRATEGY AND BUSINESS PLAN  . . . . . . . . . . . . . . . . . . . . . . .  6
   
RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
   
GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS  . . . . . . . . . . . .  10

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . .  . . . . . . . . .  12
   
SELLING SHAREHOLDERS . . . . . . . . . . . . .  . . . . . . . . . . . . .  12
   
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . .  . . . . . . . .  13
   
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . .  . . . . . . . . .  14
   
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . .  . . . . . . . . .  16
   
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . .  16
     

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH 
THE OFFERING DESCRIBED HEREIN 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 OFFERING IN ANY JURISDICTION 
TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY 
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.  

                                        2
AVAILABLE INFORMATION

Royal is subject to the informational requirements of the Securities Exchange 
Act of 1934 (the 'Exchange Act') and, in accordance therewith, files reports, 
proxy and information statements and other information with the Securities and 
Exchange Commission (the 'Commission').  Such reports, statements and other
information may be inspected at and copies of such material may be obtained (at 
prescribed rates) from the public reference facilities maintained by the 
Commission at 450 Fifth Street, N.W., Washington, DC  20549, and at certain of 
its regional offices at 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, 
CA 90036-3648, 219 South Dearborn Street, Chicago, IL  60604, and 75 Park 
Place, 14th Floor, New York, NY  10007 or may be electronically retrieved 
through the Edgar' system administered by the Commission.
   
This Reoffer Prospectus, which constitutes an exhibit to the registration 
statement filed by the Company with the Commission under the Securities Act, as 
amended (the 'Registration Statement'), omits certain of the information 
contained in the Registration Statement.  Reference is here-by made to the 
Registration Statement and to the exhibits relating thereto for further 
information with respect to the Company and the Shares offered hereby.  
Statements contained herein concerning document provisions are not necessarily 
complete and, in each instance, reference is made to the copy of such document 
filed as an exhibit to the Registration Statement, or otherwise filed with the 
Commission.  Each such statement is qualified in its entirety by such 
reference.

            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
The following document, which is on file with the Commission is incorporated 
herein by reference and made a part hereof:  the Company's Annual Report, as 
filed on Form 10-K for the year ended September 30, 1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the Exchange Act subsequent to the date of this Reoffer Prospectus and 
prior to the termination of the offering of the Shares made by this Reoffer 
Prospectus shall be deemed to be incorporated by reference in this Reoffer 
Prospectus and to be a part of this Reoffer Prospectus from the date of the 
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 replaced for purposes of this Reoffer Prospectus to the extent that a 
statement contained herein or in any subsequently filed document which also is 
or is deemed to be incorporated by reference herein modifies or replaces such 
statement.  Any such statement so modified or replaced shall not be deemed, 
except as so modified or replaced, to constitute a part of this Reoffer 
Prospectus.
 
The Company undertakes to provide without charge to each person, including any 
beneficial owner, to whom this Reoffer Prospectus is delivered, upon written or 
oral request by such person, a copy of any document referred to above which has 
been or may be incorporated herein by reference in this Reoffer Prospectus, 
other than exhibits to such documents not specifically incorporated by 
reference.  Such written or oral request should be directed to the Corporate 
Secretary of the Company and may be transmitted by any of the following means:

                                        3
(a) By mail/courier, to:  10220 N. Nevada, Suite 230
                                Spokane, Washington 99218

      (b) By facsimile, to:     509/466-3321; or

      (c) By E-Mail, to:        rsmi @ royalsilver.com
 
For further information, please refer to the Registration Statement.

Each person with an agreement of award of shares or options under the Plan will 
be provided with copies of all reports, proxy statements and other 
communications generally distributed to Royal shareholders. 

                               THE COMPANY

Royal Silver Mines, Inc. (generally  referred to as 'Royal' or 'the Company'), 
formerly known as Consolidated Royal Mines, Inc., and also, Royal Minerals, 
Inc., is a U.S. mineral resource company incorporated under the laws of the 
State of Utah.  The Company is engaged in the business of acquiring and 
exploring mineral properties containing silver, gold, copper, and other 
mineralization, with a primary emphasis on silver.  Prior to September 30, 
1995, Royal acquired all of the outstanding securities of Celebration Mining 
Company ('Celebration'), a development stage company, pursuant to a share 
exchange agreement and plan of reorganization ('Reorganization').  Unless 
indicated differently by the context, all references to 'the Company' and 
'Royal' in this report shall be read to refer to Royal Silver Mines, Inc., the 
corporate entity that resulted from the business combination of Consolidated 
Royal Mines, Inc. and Celebration Mining Company.  

Prior to the Reorganization, Celebration was a non-public, closely held 
Washington corporation.  It was formed in February 1994 to identify and acquire 
mineral properties for subsequent exploration and development, if warranted, 
through equity financing and joint venture arrangements. The Reorganization has 
been accounted for as a purchase by Celebration of Royal.  Celebration was 
treated as the acquiring company for financial reporting purposes because its 
shareholders constituted greater than 50 percent of the combined shareholder 
group at the time of reorganization.  In conformity with generally accepted 
accounting principles and the Company's accounting policy, Celebration is 
recognized as the predecessor entity.  Consequently, Celebration's assets and 
liabilities were not adjusted in the accompanying financial statements.  On the 
other hand, for purposes of reporting statutory and corporate authority, Royal 
is deemed to be the acquiring corporation, and Celebration is now  a wholly-
owned subsidiary of Royal.  Prior to the Reorganization, Royal had been a 
majority-owned subsidiary of Centurion Mines Corporation ('Centurion').  
Currently, however, Centurion holds an approximate 14 percent shareholder 
interest in Royal and is an affiliate and related party of the Company.  

The Company operates its business as an exploration stage company, meaning that 
it intends to receive income from property sales, joint ventures, or other 
business arrangements with larger companies, rather than developing and placing 
its properties into production on its own.  There currently are several 
business arrangements, joint venture prospects, and potential property sales 
from which the Company expects to receive income.  The Company has owned 
royalty interests in properties situated in Utah's Gold Belt.  There has been 
and is no assurance that the Company will receive royalties from these 
properties; it received no royalty income during the fiscal year ended 
September 30, 1996 ("Fiscal 1996").

                                        4
The Company currently has no revenues.  At September 30, 1996, the Company's 
accumulated deficit was $3,057,817.  Although it has recurring losses from 
operations, the Company has increased its operating capital and improved its 
financial condition and ability.   Regarding its losses from operations, the 
Company cannot assure that it will be able to fully carry out its plans as 
budgeted without additional operating capital.  At September 30, 1996, the 
Company had a cash balance of $688,716 and working capital of $686,573, as 
compared to a cash balance of $151,698 and a working capital deficit of 
$665,274 at September 30, 1995.  Royal will need capital resources of 
approximately $40,000 per month to meet its estimated expenditures for the 
ensuing twelve months.  The Board of Directors has instructed management to 
consult with experienced financial and investment advisory firms to formulate 
arrangements for such capital fund raising.  Currently, the Company is pursuing 
various alternatives, including, if necessary, the private placement of stock.

During the twelve months ended September 30, 1996, the Company placed 1,949,332 
shares of its common stock for $2,958,314 in cash.  The Company also issued 
406,050 shares of its common stock in lieu of outstanding debt. The stock was 
issued at $1.50 per share for a total value of $609,075.  At the end of 
September, 1996, the Company reached an agreement with Centurion Mines 
Corporation, a related affiliate, for an option to purchase or assign up to 
800,000 shares of Royal common stock, presently owned by Centurion Mines and 
representing approximately seven and one-half percent of currently outstanding 
shares, at an exercise price of $1.75 per share. The re-purchase option, which 
is assignable to third parties, expires October 1, 1998.

As discussed in greater detail below in the section entitled 'The Company's 
Strategy and Business Plan,' a substantial portion of Royal's assets consist of 
investments in mineral properties for which additional exploration is required 
to determine if they contain mineralization that is economically recoverable.  
The realization of these investments is contingent to a large extent  upon the 
success of Royal's property transactions as a whole, the existence of 
economically recoverable metals and other mineralized material, the ability of 
the Company to obtain financing or make other arrangements for development, and 
upon future profitable production.  The likelihood and extent to which these 
contingencies may be material is uncertain, and Royal cannot assure that the 
outcome of these uncertain events will not have a material impact and result in 
adverse consequences to the Company.  If Royal does not receive suitable 
financing or funds from its present or future business arrangements to develop 
these properties, and continues to suffer losses from operations, the Company 
will revise its business activities accordingly.

                                 HISTORY

The Company was incorporated in Utah on April 6, 1969 as Royal Resources, Inc. 
for the purpose of acquiring and developing mineral properties.  The Company 
changed its name to Royal Minerals, Inc., on January 6, 1983, and became a 
public company in July 1984.  Royal complied with the Securities and Exchange 
Commission reporting requirements until August 1986, at which time Royal filed 
Form 15 with the Commission and suspended further reporting requirements.  On 
January 31, 1992, Centurion owned 82.3 percent of the Company's common stock 
(see the section entitled 'Centurion's Acquisition and Control of the Company,' 
below.)  Also on January 31, 1992, the Company shareholders authorized a 5-for-
1 reverse stock split, and on March 4, 1994, authorized a 4-for-1 reverse stock 
split of the common stock of the Company.  

                                        5
On March 17, 1994, the Company changed its name to Consolidated Royal Mines, 
Inc.  On November 22, 1994, the Company filed a registration statement on Form 
10 and renewed its reporting requirements, effective January 23, 1995.  During 
the fourth quarter of Fiscal 1995, the Company revised its business plan to 
concentrate on the acquisition of silver properties.  That change in focus 
prompted Consolidated Royal Mines, Inc. and Celebration Mining Company to 
implement the Reorganization, which closed on August 8, 1995, and to change the 
Company's name to Royal Silver Mines, Inc., effective September 18, 1995.

                        STRATEGY AND BUSINESS PLAN 

Royal's management believes that control of land and mineral rights is the key 
ingredient for financial success in the exploration and development phases of 
the mining business.  Previously, Royal had concentrated its main exploration 
efforts in the northern Utah Gold Belt because of that area's history of 
profitable metal production and because of Royal's exploration experience in 
the western United States.  After the Reorganization, the Company acquired a 
number of significant mineral properties focusing on silver resources.  The 
Company expects to concentrate its main exploration efforts during Fiscal 1997 
in Idaho's Coeur d' Alene Mining District and to a much lesser extent in the 
Lakeview Mining District, and Utah's Ashbrook Mining District where the Company 
owns a 25% interest in the Vipont Mine property.  The Company was involved in a 
joint venture in Australia through an agreement between Celebration and an 
Australian company.   A deep test exploration hole was drilled in search of a 
buried massive sulfide target; however the hole encountered only weak 
mineralization.

Royal's corporate strategy is directed toward the acquisition of land positions 
for the exploration of mineralization in established mining districts that have 
had large and profitable production histories.  This approach is referred to in 
the mining industry as 'headframe geology,' which is defined as concentrating 
efforts near previously known, profitable ore deposits.  Royal does not 
currently have sufficient capital of its own to carry out its strategy and 
business plan.  

The Company's plan of operation for Fiscal 1997 is to proceed with its 
exploration efforts and to seek business arrangements that, in conjunction with 
the funds of other companies or business entities, will provide sufficient 
funding to meet the initial expenditures required for the exploration of 
mineralization on such properties and to acquire land positions or other 
interests in mineral properties.  It expects in this way to achieve an increase 
in the value of its assets and to obtain production income with less risk of 
its own funds for development expenditures and capital investment in production 
facilities.  As a consequence of the Company's plans, management expects a 
reversal of the current trend of diminishing cash flow.  However, because it 
currently does not have sufficient capital, if the Company is not successful in 
obtaining suitable joint venture commitments and funds, there is no assurance 
that the Company otherwise will obtain the capital it would need to achieve its 
business plan.  During September 1996, the Company completed its initial due 
diligence review and signed a revised option agreement with the Placer Mining 
Corporation of Kellogg, Idaho, to purchase a 100 percent ownership interest in 
the Bunker Hill Mine, a silver-lead-zinc mine in Shoshone County, Idaho. The 
Bunker Hill Mine is the largest mine in northern Idaho's historic Coeur d'Alene 
Mining District, which currently has four major silver mines in production. The 
Bunker Hill Mine has produced over 35 million tons of ore over a one hundred 
year period.

                                        6
Under the terms of the option, the Company can acquire the mine by making 
payment through one of two alternative purchase arrangements: the Company may 
either (1) pay $7 million and issue 500,000 shares of its restricted common 
stock to Placer Mining on or before May 10, 1997; or (2) pay $4 million and 
issue 500,000 shares to Placer Mining on or before May 10, 1997, and then pay 
an additional $3.5 million on or before May 10, 1998. Under either alternative, 
Placer Mining will retain a 2-3/4 percent net smelter return royalty on the 
property. The Company intends to raise the necessary funds via equity and/or 
debt financing, or through a possible joint venture with a major partner.  

The Bunker Hill Mine, which was originally discovered in 1881, was last 
operated on a large scale in 1990.  Placer Mining has reestablished small 
production of high grade lead-silver ore from stopes on 10 level and 11 level, 
but has lacked the requisite capital to properly redevelop the mine.  In order 
to achieve the necessary economies of scale, and to benefit from low cost, bulk 
underground mining methods, the Company's engineers believe that a capital 
investment in excess of $50 million will be required over and above the 
purchase price.  However, the Company believes that if the technical due 
diligence is favorable and the ongoing environmental issues can be 
satisfactorily resolved, an investment of that magnitude may be possible to 
obtain.

The Board of Directors reasonably believes that the Company is able to engage 
in nearly any size operation or scope of mining activity depending on the 
circumstances and merits of each proposed operation or mining activity.  
Accordingly, the Board has not limited the size of operation or scope of 
project which it believes is reasonable for management to consider in achieving 
the Company's business plan.  Following that direction, management of the 
Company pursued a vigorous and fruitful program during the last quarter of 
Fiscal 1995, acquiring interests in seven distinct parcels of mineral property.
Further, management has been authorized to consider and review all reasonable
proposals and, upon satisfactory assessment, to then make a specific 
determination as to an estimated range of funding amounts that each such 
proposal reasonably might require.  

By further direction of the Board of Directors, management may enter into new 
mining arrangements with joint venturers, partners, or other third parties.  
Such arrangements may be multi-party ventures to which the Company will 
contribute stock, cash, and/or mineral interests.  In such arrangements, the 
Company's participation in revenues and profits, if any, will be reduced.  At 
this time, the Company has no agreement or understanding with any third parties 
for the formation of a joint venture mining operation other than those 
described herein.  The Company will encounter significant competition from 
firms currently engaged in the mining industry.  In general, all of these 
companies are substantially larger than the Company, and have substantially 
greater resources and operating histories.  (See 'Risk Factors,' below.)

Management, together with such professional advisors which the Company deems 
appropriate, will investigate prospective properties through on-site 
examination, reviewing available geologic reports or publications relating to 
the property, and a general field reconnaissance to secure preliminary 
information regarding characteristics of the property.  If, from such 
preliminary reviews, management deems it advisable to further investigate the 
property, the Company may determine the condition of title and ownership by 
using abstractors or title companies, and may obtain a preliminary feasibility 
study by one or more geologists, mining engineers, or accountants.  If, after 
the foregoing preliminary investigation, management determines that the 

                                        7
property does not meet the Company's acquisition criteria, efforts to acquire 
the property will be abandoned, in which case costs incurred in conducting the 
investigation would not be recoverable.  It should be noted, however, that the 
Company has only a limited amount of funds available for working capital which 
could be used for future exploration expenditures.  Thus, if future exploration 
is desired, additional funds would be needed.  Only a limited amount of such 
funds have currently been identified and there can be no assurance that such 
funds would be available at an acceptable cost, if at all. 

Inasmuch as the eventual project, operation or mining activity could be of any 
size or scope, management is not able at this time to provide more exact 
amounts or a detailed listing of operation costs, including increases in 
general and administrative expense, if any.  However, the Company plans to fund 
any increases in general and administrative expense principally from joint 
venture revenues, fees it may receive, or additional funds it may receive from 
debt or equity financing.  Funds required to finance the Company's exploration 
and development of mineral properties are expected to come primarily from joint 
venture participant contributions with the remainder provided by funds 
generated from such joint venture and other lease or royalty arrangements.

Management has budgeted approximately $480,000 for Fiscal 1997 for general and 
administrative expenses and other operating costs.  To date, the Company has 
made full and timely payment of its expenses, in particular to the various 
governmental payees it interacts with, and has met its obligations to the 
entities and contractors that provide its personnel, office space, and 
equipment needs.  The Company currently is seeking additional sources of 
working capital sufficient to continue its present level of funding its general 
and administrative expenses and meet ongoing payment obligations for its leases 
to governmental bodies.  Operating costs are largely dependent upon the level 
of exploration and development activity engaged in, which, in turn, is 
dependent upon availability of funds.  The Company has determined not to incur 
any operating costs related to exploration and development until sufficient 
funds are available for payment.  

                               RISK FACTORS  

The following risk factors with respect to the Company and its operations may 
affect its strategy and business plan:

1.  RECENT STATUS AS A PUBLIC REPORTING COMPANY.  The Company became a fully 
reporting public company on January 23, 1995.  The Company has no current 
operating history and is subject to all risks inherent in a developing business 
enterprise.  The likelihood of success of the Company must be considered in 
light of the problems, expenses, difficulties, complications, and delays 
frequently encountered in connection with a new business in general and those 
specific to the natural resource industry and the competitive and regulatory 
environment in which the Company will operate.  

2.  EXPLORATION STAGE COMPANY.   Mineral exploration, particularly for gold and 
silver, is highly speculative in nature, frequently is nonproductive, and 
involves many risks, often greater than those involved in the discovery of 
mineralization.  Such risks can be considerable and may add unexpected 
expenditures or delays to the Company's plans.  There can be no assurance that 
the Company's mineral exploration activities will be successful or profitable. 

Once mineralization is discovered, it may take a number of years from the 
initial phase of drilling until production is possible, during which time the 
economic feasibility of production may change.  
                                        8
A related factor is that exploration stage companies use the evaluation work of 
professional geologists, geophysicists, and engineers for estimates in 
determining whether to acquire an interest in property or to commence 
exploration or development work.  These estimates generally rely on scientific 
estimates and economic assumptions, and in some instances may not be correct, 
and could result in the expenditure of substantial amounts of money on a 
property before it can be determined whether or not the property contains 
economically recoverable mineralization.

The economic viability of a property cannot be determined until extensive 
exploration and development has been conducted and a comprehensive feasibility 
study performed.  The Company currently does not have any such feasibility 
studies, and has not yet prepared feasibility studies on any of its properties.
Moreover, the market prices of any minerals produced are subject to 
fluctuation, which may negatively affect the economic viability of properties 
on which expenditures have been made.  The Company is not able to determine at 
present whether or not, or the extent to which, such risks may adversely affect 
the Company's strategy and business plans.

3.  COMPETITION.  The mining industry is very competitive.  There is a high 
degree of competition to obtain favorable mining properties and suitable mining 
prospects for drilling, exploration, development and mining operations.  The 
Company encounters competition from a handful of other similarly-situated 
mining companies in the silver mining industry in connection with the 
acquisition of properties capable of profitably producing silver and other 
mineralization.  The Company is unable to ascertain the exact number of such 
competitor companies, however, the Company believes that with the acquisition 
of significant properties in the Coeur d'Alene Mining District of Northern 
Idaho, USA, its competitive position for exploring and developing such 
properties for silver mineralization should improve. Nevertheless, the Company 
may be unable to acquire attractive mining properties on terms it considers 
acceptable. Accordingly, there can be no assurance that the Company's programs 
will yield commercially minable reserves.  

4.  LACK OF REVENUE.  The Company needs additional capital but currently has no 
revenues.  Substantial expenditures are required to establish ore reserves 
through drilling, to determine metallurgical processes to extract the 
mineralization from the ore and, in the case of new properties, to construct 
mining and processing facilities.  The Company lacks a constant and continual 
flow of revenue.  The Company currently holds certain royalty interests in 
several mining properties previously sold, but there is no assurance that the 
Company will receive royalty payments, or that the Company will otherwise 
receive adequate funding to be able to finance its exploration activities.  The 
Company is looking for revenue sources on an on-going basis, but there can be 
no assurance that such sources can be found or that, if available, the terms of 
such financing will be commercially acceptable to the Company.  Because of the 
Company's need for additional capital to fund its present operations, to 
complete the acquisition of certain mineral rights, and to provide for further 
exploration and development, the lack of consistent revenue could be a 
detrimental factor in the progress of the Company.  

                                        9
5. REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND ADDITIONAL CAPITAL 
NEEDS.  The ultimate realization of the Company's investments in mineral 
properties is dependent upon the success of future property sales, the 
existence of economically recoverable reserves, the ability of the Company to 
obtain financing or make other arrangements for development and upon future 
profitable production.  The Company expects to finance its operations for 
Fiscal 1997 through the sale of equity securities, joint venture arrangements 
(including project financing), and the sale of interests in mineral properties.
The Company does not have sufficient capital of its own to explore and develop 
its mineral properties and there can be no assurance that the Company will be 
successful in obtaining the required funds to finance its long-term capital 
needs.

6.   RETENTION AND ATTRACTION OF KEY PERSONNEL.  The Company's success will 
depend, in large part, on its ability to retain and attract highly qualified 
personnel.  The Company's success in retaining its present staff and in 
attracting additional qualified personnel will depend on many factors, 
including its ability to provide them with competitive compensation 
arrangements, equity participation and other benefits.  There is no assurance 
that the Company will be successful in retaining or attracting highly qualified 
individuals in key management positions.

7.  REGULATORY CONCERNS.  Environmental and other government regulations at the 
federal, state and local level pertaining to the Company's business and 
properties may include: 1) Surface Impact, 2) Water Acquisition, 3) Site 
Access, 4) Reclamation, 5) Wildlife Preservation, 6) Licenses and Permits, and 
7) Maintaining the Fees for unpatented mining claims.   See the section below 
entitled 'Government Regulation and Environmental Concerns,' for a 
comprehensive discussion of the risks related to this factor.  

             GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS

The Company is committed to complying and, to its knowledge, is in compliance 
with all governmental and environmental regulations.  The Company's activities 
are subject to extensive federal, state, and local laws and regulations 
controlling not only the mining of and exploration for mineral properties, but 
also the possible effects of such activities upon the environment.  Permits 
from a variety of regulatory authorities are required for many aspects of mine 
operation and reclamation.  The Company cannot predict the extent to which 
future legislation and regulation could cause additional expense, capital 
expenditures, restrictions and delays in the development of the Company's 
properties, including those with respect to unpatented mining claims.

As used in this Annual Report, the term 'unpatented mining claim' refers to a 
mining claim on federal lands which has not been converted into full fee 
ownership in the name of a private person or entity.  The process of converting 
ownership was established under the (U.S.) General Mining Law of 1872, as 
amended (the 'General Mining Law'), and requires that certain conditions be 
met.  Once met, and all other requirements are satisfied, the U.S. government 
transfers ownership of the underlying property (held to that point in the 
public trust) to the private person or entity by granting fee simple and 
conveying full private ownership of the subject mineral property, including 
mineral rights, surface, subsurface and appurtenant rights, subject to any 
vested and accrued water rights.  The act of granting full fee ownership is 
accomplished by a duly endorsed instrument referred to as a 'patent.'  Until 
such time as a mining claim on federal land may be 'patented,' the claim is 
deemed an 'unpatented mining claim' and ownership is held in the public trust 

                                        10
by the U.S. government subject to existing federal mining laws and other 
applicable statutory or regulatory provisions as may be implemented by the 
federal bureaucracy.

In 1992, the U.S. Congress passed a number of amendments to the General Mining 
Law which governs mining claims and related activities on federal lands.  A 
holding fee of $100 and a filing assessment of $35 per claim was imposed upon 
unpatented mining claims located on federal lands.  Since 1992, a variety of 
legislation has been proposed to further amend the General Mining Law.  The 
proposed legislation would, among other things, impose royalties and add 
requirements affecting reclamation, environmental controls, and restoration.  
although such legislative proposals are not currently in effect, the likelihood 
or extent of subsequent enactments is not presently known and the potential 
impact on the Company as a result of future congressional action cannot be 
predicted.  

The Company's activities are not only subject to extensive federal, state, and 
local regulations controlling the mining of and exploration for mineral 
properties, but also the possible effects of such activities upon the 
environment.  Future legislation and regulations could cause additional 
expense, capital expenditures, restrictions and delays in the development of 
the Company's properties, the extent of which cannot be predicted.  Also, as 
discussed above, permits from a variety of regulatory authorities are required 
for many aspects of mine operation and reclamation.  In the context of 
environmental permitting, including the approval of reclamation plans, the 
Company must comply with known standards, existing laws and regulations that 
may entail greater or lesser costs and delays depending on the nature of the 
activity to be permitted and how stringently the regulations are implemented by 
the permitting authority.  While it is possible that the costs and delays 
associated with the compliance of such laws, regulations, and permits could 
become such that the Company would not proceed with the development or 
operation of a mine, the Company is not presently aware of any material 
environmental constraint affecting its properties that would preclude the 
economic development or operation of any specific property, other than those 
relating to the Bunker Hill Mine (described in Item 2.)

At present, the Company does not have any environmental control facilities. 
Thus, the Company has not made any material capital expenditures for 
environmental controls, other than the nominal costs of preparing the plans and 
contingencies for such environmental controls, measures and facilities as may 
be required in its future activities.  

As the Company becomes more active on its properties, it is reasonable to 
expect that compliance with environmental regulations will substantially 
increase costs to the Company.  Such compliance may include feasibility studies 
on the surface impact of the Company's proposed operations; costs associated 
with minimizing surface impact; water treatment and protection; reclamation 
activities, including rehabilitation of various sites; on-going efforts at 
alleviating the mining impact on wildlife; and permits or bonds as may be 
required to ensure the Company's compliance with applicable regulations.  It is 
possible that the costs and delays associated with such compliance could become 
so prohibitive that the Company may decide to not proceed with the exploration, 
development, or mining operations on any of its mineral properties.  

                                        11
Specifically as it relates to the Company's option to purchase the Bunker Hill 
Mine, Royal Silver Mines has endeavored to assess the environmental issues, 
including preexisting conditions such as acid water mine drainage and related 
treatment efforts, and the impact of these and other issues that may arise 
pertaining to environmental protection requirements and areas of concern, some 
of which are tailings pond construction, mine waste rock disposal, etc.  
Discussions with the State of Idaho and the EPA have been ongoing and continue. 
The company expects to complete a full review and determination of the 
environmental impact and requirements to bring the mine to an economically 
productive level.

Future costs of compliance may depend upon the extent and type of exploration 
and testing required.  Moreover, there is no assurance that the Company will be 
able to comply with requirements imposed on future development, or that the 
Company will be able to economically develop operating mines under such 
regulations.  Therefore, management is not able to estimate those amounts at 
this time. 

                                USE OF PROCEEDS

The Shares have been or will be issued to the Selling Shareholders as awards 
under the Plan.  Pursuant to the Registration Statement, the Selling 
Shareholders may offer their Shares for their own respective accounts and the 
Company will not receive any part of the proceeds from the sale thereof.

                           SELLING SHAREHOLDERS

The Selling Shareholders will be officers and directors of the Company, 
shareholders who own 5% or more of the outstanding Shares of the Company 
('Principal Shareholders'), and shareholders who receive Shares pursuant to 
awards under the Plan (the "Other Selling Shareholders").  As of the date of 
this Reoffer Prospectus, awards of the Shares and options to acquire Shares 
have been made under the Plan to the following Principal Shareholders, 
officers, directors and Other Selling Shareholders.

                                        12
PRINCIPAL SHAREHOLDERS             SHARES                 SHARES
(F1)                               AWARDED                ISSUED
                                ____________           ____________
Howard Crosby                     260,000                  65,000
105 N. First, Ste. 232
Sandpoint, ID 83864

Robert E. Jorgensen               134,500                   34,500
W. 2719 Strong Rd.
Spokane, WA 99208

OFFICERS AND DIRECTORS
Howard Crosby                     SEE ABOVE              SEE ABOVE
Robert E. Jorgensen               SEE ABOVE              SEE ABOVE 
Ronald Kitching                    30,000                    7,500
Hal Cameron                        22,500                   15,000
Spenst Hansen                      52,500                   46,500
Jerry Stacey                       21,000                   14,000
Carlos M. Chavez                   35,000                   20,000
James W. Prier                     30,000                    7,500
John Ryan                          40,700                   25,700

OTHER SELLING SHAREHOLDERS        158,800                   43,050 

                     TOTALS:      785,000                  235,700
                                  ========                 =======
All shares are owned beneficially and of record, unless otherwise noted. 
Mr. Crosby is a director, executive officer and 50% shareholder of Extol 
International Corp., a privately-held Washington corporation. As a 50% 
shareholder, Mr. Crosby holds indirect beneficial ownership of one-half of the 
restricted shares retained by Extol following the closing of the share exchange 
with Celebration.
PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Shareholders, or by 
pledgees, donees, transferees or other successors in interest.  Such sales may 
be made in the over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in 
negotiated transactions.

The Shares may be sold in one or more of the following ways:

  (a) a block trade in which the broker or dealer so engaged will attempt to 
sell the Shares as agent but may position and resell a portion of the block as 
principal to facilitate the transaction;
  (b) purchase by a broker or dealer as principal and resale by such broker or 
dealer for its account pursuant to this Reoffer Prospectus.

                                        13
(c) ordinary brokerage transactions and transactions in which the broker 
solicits purchasers.  In effecting sales, brokers or dealers engaged by the 
Selling Shareholders may arrange for other brokers or dealers to participate.  
Brokers or dealers will receive commissions or discounts from the Selling 
Shareholders in amounts to be negotiated immediately prior to the sale.  Such 
brokers or dealers and any other participating brokers or dealers may be deemed 
to be 'underwriters' within the meaning of the Securities Act in connection 
with such sales.  In addition, any securities covered by this Reoffer 
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 
144 rather than pursuant to this Reoffer Prospectus.

  (d) private transactions at a negotiated price.

Upon the Company being notified by a Selling Shareholder that any material 
arrangement has been entered into with a broker-dealer for the sale of Shares 
through a block trade, special offering, exchange distribution, or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus 
will be filed, if required, pursuant to Rule 424(c) under the Act, disclosing 
(i) the name of each such Selling Shareholder and of the participating broker-
dealer(s), (ii) the number of Shares involved, (iii) the price at which such 
Shares will be sold, (iv) the commissions paid or discounts or concessions 
allowed to such broker-dealers(s), where applicable, (v) that such broker-
dealer(s) did not conduct any investigation to verify the information set out 
or incorporated by reference in this Reoffer Prospectus and (vi) other facts 
material to the transaction.

The Selling Shareholders will be subject to anti-fraud and anti-market 
manipulation rules under the Exchange Act in connection with this offering.  
Rules 10b-2, 10b-6 and 10b-7, among others, effectively prohibit the Selling 
Shareholders from purchasing the Company's common stock while the Shares are 
being offered pursuant to this Reoffer Prospectus.

The Company has agreed to indemnify the Selling Shareholders and underwriters 
acting on their behalf against certain liabilities, including liabilities under 
the Securities Act, for material misrepresentations contained, or omissions not 
contained, in this Prospectus.

The laws of certain states may require that sales of the Shares offered hereby 
be conducted solely through the brokers or dealers so registered in those 
states.

                         DESCRIPTION OF SECURITIES

AUTHORIZED CAPITAL
------------------
The Company is authorized to issue 40,000,000 shares of common stock, $.01 par 
value, of which 10,692,732 were issued and outstanding as of December 31, 1996. 
All outstanding shares are fully-paid and non-assessable.  The approximate 
number of holders of common stock of record on December 31, 1996, was 
approximately 390.

                                        14
DIVIDENDS
---------
The holders of the common stock are entitled to dividends as determined by the 
board of directors from legally available funds.  All shares of common stock 
have equal rights to participate in any dividend, if, as and when declared by 
the board of directors.  Since its inception, the Company has not paid any 
dividends on its common shares and does not anticipate or contemplate paying 
dividends in the foreseeable future.  Management of the Company presently 
intends to use earnings to finance future growth and development.

VOTING RIGHTS
-------------
The holders of common stock are entitled to one vote for each share of common 
stock held.  The Shares do not have the right to cumulative voting for 
directors, which means that holders of more than 50% of the Shares voting for 
the election of directors can elect all of the directors if they choose to do 
so.

PRE-EMPTIVE RIGHTS
------------------
No shares have pre-emptive rights.

TRANSFER AGENT
--------------
OTC Stock Transfer, Inc., is transfer agent for the Company's common stock.  
The address is P.O. Box 15600, 231 East 2100 South, Salt Lake City, Utah 84115. 
The telephone number is 801/485-5554 and the facsimile number is 801/486-0562.

RESTRICTIONS ON TRANSFERABILITY OF COMMON STOCK
-----------------------------------------------
During the effectiveness of the Registration Statement of which this Reoffer 
Prospectus is a part, the Shares may be sold and transferred subject to the 
requirement that the Selling Shareholder and any underwriters acting on behalf 
of such Selling Shareholder deliver this Reoffer Prospectus to each offeree.  
After the Registration Statement ceases to be effective, Shares purchased from 
the Selling Shareholder or any underwriters acting on behalf of such Selling 
Shareholder may be resold and transferred without the filing of a subsequent 
registration statement.

The award of Shares or options to purchase Shares under the Plan may be subject 
to contractual restrictions on transferability. Any such contractual 
restriction will be conspicuously noted on the certificates representing the 
effective securities.  No Shares may be sold hereunder except in accordance 
with such contractual restrictions. As of the date of this Reoffer Prospectus, 
no contractual restrictions have been imposed on awards under the Plan.

WARRANTS AND OPTIONS
--------------------
The Plan as amended and authorizes, by ratification, the issuance to key 
employees, officers and directors of the Company of up to 1,069,275 shares of 
the Company's common stock, including issuances effectuated by exercise of 
options or warrants certificated under the Plan for the purchase of common 
Shares registered hereby.  As of the date of this Reoffer Prospectus, awards of 
options and warrants have been authorized and awarded under the Plan, but none 
have been exercised.

                                        15
LEGAL MATTERS

The legality of the Shares offered hereby will be passed upon for the Company 
by Carlos M. Chavez, Esq., Salt Lake City, Utah. 

                                  EXPERTS

The consolidated financial statements and schedules incorporated by reference 
in this Reoffer Prospectus and elsewhere in the Form S-8 Registration Statement 
have been audited by Williams & Webster P.S., Certified Public Accountants, 
independent public accountants, as indicated in their reports with respect 
thereto, and are incorporated herein by reference in reliance upon the 
authority of said firm as experts in giving said reports.  Reference is made to 
said reports, which include an explanatory paragraph with respect to the 
realizability of the Company's investments in mineral properties as discussed 
therein in Note 1 to the consolidated financial statements.

                                        16