As filed with the Securities and Exchange Commission on July 22, 1997
                              Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                               ECHO BAY MINES LTD.
             (Exact name of registrant as specified in its charter)

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


                LAWS OF CANADA                               NONE
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)              Identification Number)

                        6400 SOUTH FIDDLERS GREEN CIRCLE
                                   SUITE 1000
                         ENGLEWOOD, COLORADO 80111-4957
                                 (303) 714-8600
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                              SHARE INCENTIVE PLAN
                           RESTRICTED SHARE GRANT PLAN
                             (Full titles of plans)
                           ---------------------------


                             ROBERT L. LECLERC, Q.C.
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                               ECHO BAY MINES LTD.
                  6400 SOUTH FIDDLERS GREEN CIRCLE, SUITE 1000
                         ENGLEWOOD, COLORADO 80111-4957
                                 (303) 714-8600

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 WITH COPIES TO:
      RONALD R. LEVINE, II, ESQ.                  MICHAEL GLUCKMAN
      DAVIS, GRAHAM & STUBBS LLP                   MILNER FENERTY
        370 SEVENTEENTH STREET                  2900 MANULIFE PLACE
              SUITE 4700                         10180 - 101 STREET
        DENVER, COLORADO 80202                   EDMONTON, ALBERTA
            (303) 892-9400                         CANADA T5J 3V5
                                                   (403) 423-7224

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


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                    Proposed          Proposed
                                    Amount           maximum           maximum
  Title of each class of             to be      offering price(1)     aggregate            Amount of
SECURITIES TO BE REGISTERED       REGISTERED        PER SHARE     OFFERING PRICE(2)    REGISTRATION FEE

<S>                                <C>                 <C>           <C>                     <C>
Common Shares (No par value)(3)....5,750,000 shares    $5.25         $30,183,004             $9,147

</TABLE>

(1)  Weighted average offering price. 
(2)  Estimated solely for the purposes of calculating the amount of the
     registration fee in accordance with Rule 457, and is based upon the sum of
     (i) the product of options for 1,042,706 shares already granted under the
     Share Incentive Plan times their respective exercise prices, and (ii) the
     product of options for 4,707,294 shares not yet granted times $5.125, the
     average of the high and low prices of the Company's Common Shares on July
     17, 1997, as reported on The American Stock Exchange. The exercise price
     for the 1,042,706 options already granted under the Share Incentive Plan is
     $8.00 in Canadian dollars per share which is equal to a converted price of
     $5.81 in US dollars based upon the July 17, 1997 exchange rate between the
     two currencies quoted by the Wall Street Journal.
(3)  Each Common Share includes certain rights under the Company's Shareholder
     Rights Plan, pursuant to which certain common share purchase rights are
     triggered in the event a person acquires or announces the intent to acquire
     20% or more of the Company's Common Shares without complying with the
     conditions of the Shareholder Right Plan.

<PAGE>



                                EXPLANATORY NOTE

         This Registration Statement covers the registration of (i) 750,000
Common Shares of Echo Bay Mines Ltd., a Canadian corporation (the "Company")
issuable pursuant to the Company's Restricted Share Grant Plan; and (ii)
5,000,000 additional shares issuable pursuant to the Company's Share Incentive
Plan.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Echo Bay Mines Ltd. (the "Company" or
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by reference:

     (a) The Company's Annual Report on Form 10-K for the period ended December
31, 1996.

     (b) The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1997.

     (c) The Company's Current Report on Form 8-K, as filed with the Commission
on April 25, 1997.

     (d) The Company's Current Report on Form 8-K, as filed with the Commission
on April 17, 1997.

     (e) The Company's Current Report on Form 8-K, as filed with the Commission
on March 31, 1997.

     (f) The Company's Current Report on Form 8-K, as filed with the Commission
on March 26, 1997.

     (g) The Company's Current Report on Form 8-K, as filed with the Commission
on March 6, 1997.

     (h) The Company's Current Report on Form 8-K, as filed with the Commission
on January 15, 1997.

     (i) The Company's Registration Statement on Form 8-A (File No. 2-98593),
dated October 1, 1984 and Post-Effective Amendment No. 1 thereto dated August
13, 1987.

     (j) The Company's Registration Statement on Form 8-A (File No. 1-8542),
dated September 12, 1994 relating to the Company's Shareholder Rights Plan.

     (k) The Company's Proxy Circular dated March 31, 1997 for its Annual and
Special General Meeting of Shareholders held on May 14, 1997.

     All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a Post-Effective
Amendment to this Registration


                                      II-1

<PAGE>



Statement indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then remaining unsold,
shall be deemed to be incorporated in this Registration Statement by reference
and shall be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

4.   DESCRIPTION OF SECURITIES.

     Not applicable.

5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Canada Business Corporations Act, the Company may indemnify its
present or former directors or officers or the directors or officers of another
corporation of which the Company is a stockholder or creditor against amounts
paid to settle civil, criminal or administrative actions or judgments and
expenses in connection therewith, where the director or officer was made a party
by reason of his position with the Company or such other corporation and
provided that the director or officer acted honestly and in good faith with a
view to the best interests of the Company and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his conduct was lawful. Such
indemnification may be made in connection with a derivative action only with
court approval. A director or officer is entitled to indemnification from the
Company as a matter of right if he or she was substantially successful on the
merits and fulfilled the conditions set forth above. The Company has, in
addition and in furtherance of the applicable provisions of the Canada Business
Corporations Act, entered into indemnification agreements that extend a
contractual right of indemnity to persons who serve as directors or officers of
the Company or its affiliates.

     A policy of directors' and officers' liability insurance is maintained by
the Company, which policy insures directors and officers for losses as a result
of claims based upon their acts or omissions as directors and officers of the
Company, including liabilities arising under the Securities Act of 1933, and
also reimburses the Company for payments made pursuant to the indemnity
provisions under the Canada Business Corporations Act.



                                      II-2

<PAGE>

7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

     4.1 Echo Bay Mines Ltd. Share Incentive Plan.

     4.2 Echo Bay Mines Ltd. Restricted Share Grant Plan.

     5.1 Opinion and Consent of Milner Fenerty.

     23.1 Consent of Counsel. See Exhibit 5.1.

     23.2 Consent of Ernst & Young.

     24.1 Power of Attorney.

9.   UNDERTAKINGS

     A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement,
or any material change to such information in the Registration Statement; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with


                                      II-3

<PAGE>

the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.



                                      II-4

<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, County of Arapahoe, State of Colorado, on
the 22nd day of July, 1997.

                                ECHO BAY MINES LTD.


                                By:  /s/ ROBERT L. LECLERC*
                                     -------------------------------------------
                                     Robert L. Leclerc, Q.C., Chairman, Chief
                                     Executive Officer and U.S. Authorized
                                     Representative


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

<TABLE>
<CAPTION>

                  SIGNATURE                                TITLE                                   DATE

<S>                                            <S>                                             <C> 
 /s/ ROBERT L. LECLERC*                        Chairman, Chief Executive                       July 22, 1997
-----------------------------------            Officer and Director (Principal
Robert L. Leclerc, Q.C.                        Executive Officer)


 /s/ PETER H. CHEESBROUGH*                     Senior Vice-President, Finance                  July 22, 1997
-----------------------------------            and Chief Financial Officer
Peter H. Cheesbrough                           (Principal Financial Officer)


 /s/ RAYMOND W. JENNER*                        Vice President and Treasurer                    July 22, 1997
-----------------------------------            (Principal Accounting Officer)
Raymond W. Jenner

 /s/ JOHN N. ABELL*                            Director                                        July 22, 1997
-----------------------------------
John N. Abell

 /s/ LATHAM C. BURNS*                          Director                                        July 22, 1997
-----------------------------------
Latham C. Burns

                                      II-5

<PAGE>

                  SIGNATURE                                TITLE                                   DATE



 /s/ PIERRE CHOQUETTE*                         Director                                        July 22, 1997
-----------------------------------
Pierre Choquette

 /s/ JOHN GILRAY CHRISTY*                      Director                                        July 22, 1997
-----------------------------------
John Gilray Christy

 /s/ PETER CLARKE*                             Director                                        July 22, 1997
-----------------------------------
Peter Clarke

 /s/ JOHN F. MCOUAT*                           Director                                        July 22, 1997
-----------------------------------
John F. McOuat

 /s/ MONICA E. SLOAN*                          Director                                        July 22, 1997
-----------------------------------
Monica E. Sloan

 /s/ R. GEOFFREY P. STYLES*                    Director                                        July 22, 1997
-----------------------------------
R. Geoffrey P. Styles

</TABLE>


*By:      /s/ LOIS-ANN L. BRODRICK
         ------------------------------------
         Attorney-in-Fact

                                      II-6

<PAGE>



                                  EXHIBIT INDEX

Exhibit
  NO.         DESCRIPTION

   4.1        Echo Bay Mines Ltd. Share Incentive Plan.

   4.2        Echo Bay Mines Ltd. Restricted Share Grant Plan.

   5.1        Opinion and Consent of Milner Fenerty.

  23.1        Consent of Counsel.  See Exhibit 5.1.

  23.2        Consent of Ernst & Young.

  24.1        Power of Attorney.







<PAGE>



                                   EXHIBIT 4.1

                               ECHO BAY MINES LTD.

                              SHARE INCENTIVE PLAN

                     (INCLUDING AMENDMENTS TO MAY 14, 1997)


1.   PURPOSE

     The purpose of this Plan is to provide an incentive, in the form of a
proprietary interest in Echo Bay Mines Ltd. (the "Corporation") to officers and
employees of the Corporation and its subsidiaries who are in a position to
contribute materially to the successful operation of the business of the
Corporation, to increase their interest in the Corporation's welfare, and to
provide a means through which the Corporation can attract and retain employees
of outstanding abilities.

2.   ADMINISTRATION

     The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of the Corporation. Each
member of the Committee shall at all times be a "non-employee director" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
from time to time, and an "outside director" for the purposes of section 162(m)
of the Internal Revenue Code, as amended from time to time.

     The Committee may make grants, subject to the terms of the Plan, to such
eligible persons and with respect to such number of shares in the common share
capital of the Corporation as the Committee, in its sole discretion, may
determine.

     Subject to the provisions of the Plan, the Committee shall be authorized to
interpret the Plan and the grants made under the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, to determine the terms
and provisions of the agreements related to the grants described in paragraph 6
hereof, and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee may correct any defect, supply any
omission and reconcile any inconsistency in the Plan or in any option or grant
in the manner and to the extent it shall be deemed desirable to carry it into
effect. The determinations of the Committee in the administration of the Plan,
as described herein, shall be final and conclusive.

3.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in paragraph 10, an aggregate of
13,000,000 common shares of the Corporation will be available for issuance upon
the exercise of options





<PAGE>



granted under the Plan. If any Plan option shall terminate for any reason
without having been exercised in full the unpurchased shares subject thereto
shall be available for future options. For greater certainty, the aforesaid
number of 13,000,000 common shares gives effect to the six for five split of the
common shares of the Corporation determined by the Board on August 9, 1983, with
a record date of August 24, 1983, as well as the two for one split determined on
June 8, 1987, with a record date of July 14, 1987, and includes

     (a)  72,000 common shares, being the 60,000 common shares of the
          Corporation reserved for issuance by the Board on May 6, 1983 and
          confirmed by the holders of voting securities of the Corporation on
          June 21, 1983, as adjusted pursuant to paragraph 10 hereof in
          recognition of the 1983 share split;

     (b)  an additional 428,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made August 9, 1983 and confirmed
          by the holders of voting securities of the Corporation on June 12,
          1984;

     (c)  an additional 750,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made November 12, 1985 and
          confirmed by the holders of voting securities of the Corporation on
          June 9, 1986;

     (d)  an additional 750,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made February 17, 1987 and
          confirmed by the holders of voting securities of the Corporation on
          June 9, 1987;

     (e)  an additional 2,000,000 common shares of the Corporation, to adjust
          the above- mentioned numbers in recognition of the 1987 share split;

     (f)  an additional 2,000,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made February 13, 1992 and
          confirmed by the holders of voting securities of the Corporation on
          June 11, 1992;

     (g)  an additional 2,000,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made February 17, 1994 and
          confirmed by the holders of voting securities of the Corporation on
          June 9, 1994; and

     (h)  an additional 5,000,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made February 13, 1997 and
          confirmed by the holders of voting securities of the Corporation on
          May 14, 1997.

4.   ELIGIBILITY

     Officers and employees of the Corporation and its subsidiaries shall be
eligible for grants under the Plan but no single officer or employee of the
Corporation and its subsidiaries shall be eligible to receive options covering,
in total, more than 5 percent of the issued and outstanding common shares of the
Corporation. The term "subsidiaries" shall mean





<PAGE>



any corporation in which the Corporation owns 50 percent or more of the total
combined voting shares of all classes of share capital at the time a grant of an
option is made to a person eligible for grants under the Plan, or at any time
when such person is by the terms of the Plan eligible to exercise a grant. The
term "affiliate", for the purposes of paragraph 5(c) of the Plan, shall mean an
affiliated body corporate as defined in the Canada Business Corporations Act.

5.   GRANTING OF OPTIONS

     The Committee may, from time to time, grant share options to eligible
persons. Except as hereinafter provided, options granted pursuant to the Plan
shall be subject to the following terms and conditions:

     (a)  PRICE In respect of all grants of options, the purchase price per
          share deliverable upon exercise of an option shall be not less
          than 100 percent of the fair market value of the Corporation's common
          shares at the time the option is granted. The fair market value shall
          be the closing price of the Corporation's common shares as determined
          by the Committee on the date the option is granted, or if there is no
          sale on such date, then the closing price on the last previous day on
          which a sale is reported. References to sales shall in the first
          instance be to those on The Toronto Stock Exchange, and, if no sale
          has occurred on the applicable date on such exchange, then to the
          Montreal Exchange. Shares may be purchased only upon payment of the
          purchase price therefor in full, either in cash (which may include
          settlement by cheque or wire transfer of funds) or by the surrender or
          delivery to the Corporation of common shares.

     (b)  TERMS OF OPTIONS The term during which each option may be exercised
          shall be determined by the Committee, but in no event
          shall an option be exercisable in whole or in part more than 10 years
          from the date it is granted. All rights to purchase pursuant to an
          option shall, unless sooner terminated, expire at the date designated
          by the Committee. The Committee shall determine the date (which shall
          not be earlier than six months after the date of grant) on which each
          option shall become exercisable and may provide that an option shall
          become exercisable in installments. The shares comprising each
          installment may be purchased in whole or in part at any time after
          such installment becomes purchasable. The Committee may, in its sole
          discretion, accelerate the time at which any option may be exercised
          in whole or in part. Such discretion may be exercised in any
          circumstances deemed appropriate by the Committee including, but
          without limitation, the threat (actual or perceived) of a take-over
          bid for voting control of the Corporation. If there is a take-over bid
          for the Corporation and the Committee does not accelerate the time at
          which any option may be exercised, then all options will become
          exercisable no later than the time the acquisitor becomes entitled to
          take up and pay for the common shares of the Corporation acquired
          pursuant to the bid.






<PAGE>



     (c)  TERMINATION OF EMPLOYMENT The following provisions shall govern the
          rights of a grantee (or the estate of a grantee) whose service has
          terminated:

          (i)  if the service of a grantee is terminated for cause, all options
               which are exercisable must be exercised within 10 business days
               of termination, failing which they shall automatically lapse, and
               all options not exercisable at the time of termination shall
               immediately be forfeited;

          (ii) if the service of a grantee is terminated other than for cause,
               all options which are exercisable must be exercised within one
               year of termination, failing which they shall automatically
               lapse, and all options not exercisable at the time of termination
               shall immediately be forfeited;

          (iii) if a grantee resigns from service, all options which are
               exercisable must be exercised within 60 days of resignation,
               failing which they shall automatically lapse, and all options not
               exercisable at the time of resignation shall immediately be
               forfeited;

          (iv) if a grantee, having reached the full age of 62 years and
               completed five years of service, retires from service, all
               options which are exercisable must be exercised within three
               years of retirement, failing which they shall automatically
               lapse, and any options not exercisable at the time of retirement
               shall continue to vest for three years from retirement and must
               (once they have vested) be exercised during the three year period
               measured from the date of retirement;

          (v)  if a grantee, having reached the full age of 62 years and
               completed 15 years of service, retires from service, options not
               then exercisable shall continue to vest and all options shall be
               exercisable throughout their term;

          (vi) if a grantee becomes disabled, the terms of all options shall
               immediately become accelerated such that the options are fully
               vested and immediately exercisable and all options shall be
               exercisable throughout the term of the option grant; and

          (vii) if a grantee dies while in the service of the Corporation or a
               subsidiary or after retirement or becoming disabled, the terms of
               all options shall immediately become accelerated such that the
               options are fully vested and immediately exercisable and all
               options shall be exercisable throughout the term of the option
               grant.

          For the purposes of this paragraph 5(c), "service" includes employment
          or office with the Corporation or any other entity which was/is at the
          relevant time a subsidiary or affiliate of the Corporation.






<PAGE>



          Notwithstanding the foregoing provisions of this paragraph 5(c) the
          Committee may, when appropriate and in the best interests of the
          Corporation, vary the option rights of a grantee whose employment has
          been terminated; provided, however, that the grantee's rights are in
          result no less favourable to him than would be the case had the
          Committee decided to take no action whatsoever.

     (d)  MAXIMUM AGGREGATE GRANT AND AMOUNT OF COMPENSATION No grantee may
          during any consecutive three calendar year period receive an aggregate
          grant of more than 400,000 options to acquire common shares. Under the
          terms of any option, the amount of compensation a grantee is entitled
          to receive is based solely on an increase in the value of the
          corresponding common shares after the date of grant or award.

6.   INCENTIVE STOCK OPTIONS

     The Committee may, at the time it grants a share option, designate such
option as an "incentive stock option" ("ISO"). Any options so designated shall
be subject to the additional conditions and limitations set forth in this
paragraph and to any other conditions and limitations that the Committee may
deem advisable in order that such ISO may qualify as an incentive stock option
under Section 422A of the United States Internal Revenue Code (the "Code"). Such
ISO shall also be subject to the other provisions of this Plan except to the
extent modified herein.

     (a)  The purchase price per share deliverable upon the exercise of each ISO
          shall be not less than 100 percent of the fair market value of the
          Corporation's common shares (determined in accordance with paragraph
          5(a)) at the time the ISO is granted. If the grantee of an ISO owns
          securities possessing more than 10 percent of the total combined
          voting power of all classes of securities of the Corporation or any
          parent or subsidiary corporation of the Corporation, the purchase
          price per share deliverable upon exercise of the ISO shall be at least
          110 percent of the fair market value of the common shares subject to
          the ISO at the time such ISO is granted, and such ISO shall not be
          exercisable after five years following the date on which it was
          granted.

     (b)  The aggregate fair market value (determined as of the time the ISO is
          granted) of the common shares as to which an ISO may first become
          exercisable in a particular calendar year may not exceed U.S.
          $100,000.

     (c)  Upon the termination of a grantee's employment because of retirement,
          the grantee's right to exercise an ISO shall be limited to three
          months from the date of retirement, and upon the termination of a
          grantee's employment because of disability, the grantee's right to
          exercise an ISO shall be limited to twelve months from the date of
          such disability.



<PAGE>


7.   CERTIFICATE OF GRANT

     Each grantee who receives a grant of options under the Plan shall receive a
certificate of grant from the Corporation which shall contain such provisions,
consistent with the provisions of the Plan, as may be established from time to
time by the Committee.

8.   TRANSFERABILITY OF GRANTS

     No grant under the Plan shall be transferable by a grantee otherwise than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order, and during the lifetime of the grantee such grants may
be exercised only by him or by his guardian or legal representative.

9.   LISTING AND REGISTRATION

     Each grant shall be subject to the requirement that, if at any time the
Committee shall determine in its discretion that the listing, registration or
qualification of the shares subject to such grant upon any securities exchange
or under any provincial or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, such grant or the issue or purchase of shares thereunder, no
such grant may be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

10.  ADJUSTMENT OF AND CHANGES IN COMMON SHARES OF THE CORPORATION

     In the event of a reorganization, recapitalization, change of shares, share
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of the Corporation, the Committee shall make such
adjustment as it deems appropriate in the number and kind of shares authorized
by the Plan, in the number and kind of shares covered by grants made under the
Plan and in the purchase prices of outstanding options.

11.  NO RIGHTS OF SHAREHOLDERS

     Neither the grantee nor his personal representative shall be, or have any
of the rights and privileges of, a shareholder of the Corporation in respect of
any shares purchasable upon the exercise of any option in whole or in part,
unless and until certificates for such shares have been issued.

12.  AMENDMENT AND TERMINATION

     The Plan may be amended by the Board of Directors of the Corporation as it
shall deem advisable to conform to any change in the law or regulation
applicable thereto or in any other respect which the Board may deem to be in the
best interest of the Corporation; provided, 





<PAGE>


however, that the Board may not, without the authorization and approval of the
shareholders increase the total number of securities which may be issued under
the Plan except pursuant to paragraph 10.

     The Board of Directors of the Corporation may, in its discretion,
terminate, or fix a date for the termination of the Plan. No such termination
shall affect any grants theretofore made which have neither expired nor been
terminated. Unless previously terminated, the Plan shall terminate on December
31, 2002, and no grants shall be made under the Plan after such date.

13.  EFFECTIVE DATE OF THE PLAN

     The Plan was created by the Board effective May 6, 1983 and confirmed by
the holders of voting securities of the Corporation in general meeting held June
21, 1983. The Plan has been amended from time to time and all amendments
requiring shareholder consideration have been submitted to and approved by the
shareholders in general meeting.






<PAGE>



                                   EXHIBIT 4.2

                               ECHO BAY MINES LTD.

                           Restricted Share Grant Plan

1.   PURPOSE

     The purpose of this Plan is to provide an incentive, in the form of a
proprietary interest in Echo Bay Mines Ltd. (the "Corporation"), to officers of
the Corporation and any subsidiary who are in a position to contribute
materially to the successful operation of the business and to provide a means
through which the Corporation can attract and retain employees of outstanding
abilities. The Plan is not intended to replace the share incentive plan of the
Corporation created in May 1983.

2.   ADMINISTRATION

     The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of the Corporation. Each
member of the Committee shall at all times be a "non-employee director" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 and an
"outside director" for the purposes of section 162(m) of the Internal Revenue
Code .

     The Committee may make grants, subject to the terms of the Plan, to such
eligible persons and with respect to such number of shares in the common share
capital of the Corporation as the Committee, in its sole discretion, may
determine.

     Subject to the provisions of the Plan, the Committee shall be authorized to
interpret the Plan and the grants made under the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administra tion of the Plan. The
Committee may correct any defect, supply any omission and reconcile any
inconsistency in the Plan or in any grant in the manner and to the extent it
shall be deemed desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive.

3.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 9, an aggregate of 750,000
common shares of the Corporation will be available and reserved for issuance
pursuant to grants made under the Plan. If any grant is made pursuant to the
Plan, but the entitlement of a grantee to receive the common shares covered
thereby shall terminate for any reason without acquisition of all such shares,
the shares subject thereto shall be available for future grants.






<PAGE>



4.   ELIGIBILITY

     Officers of the Corporation and any subsidiary shall be eligible for grants
under the Plan. The term "subsidiary" shall mean any corporation in which the
Corporation owns 50 percent or more of the total combined voting shares of all
classes of share capital at the time a grant is made to a person eligible for
grants under the Plan, or at any time when such person is by the terms of the
Plan eligible to receive the shares represented by a grant.

5.   GRANTING RESTRICTED SHARES

     Grants pursuant to the Plan shall be subject to the following terms and
conditions:

(a)  NATURE AND TERM OF GRANTS - The Committee may, from time to time, make
     grants of restricted shares to eligible persons. Such a grant may entitle
     the grantee to receive, not less than six months from the date of grant
     (the "vesting period"), a certificate representing a portion of the shares
     contemplated by the grant. For the grantee to be entitled to take delivery
     of the shares contemplated by the grant, he or she must have performed
     substantial services for the Corporation or a subsidiary at all times
     during the vesting period. The Committee will make subsequent
     determinations as to delivery or entitlement of the grantee to receive the
     balance of the shares contemplated by the grant.

(b)  TERMINATION OF EMPLOYMENT - The following provisions shall govern the
     rights of a grantee (or the estate of a grantee) whose service has
     terminated:

     (i)  if the service of a grantee is terminated for cause or resignation,
          the grantee shall immediately forfeit any right to receive common
          shares of the Corporation covered by a grant made pursuant to the
          Plan;

     (ii) if, before completion of the vesting period, the service of a grantee
          is terminated for any reason other than cause or resignation, the
          grantee or the estate of the grantee shall only be entitled to take
          delivery of the common shares which are scheduled to vest, and then
          only at the end of the vesting period; the grantee shall otherwise
          forfeit any right to receive common shares of the Corporation covered
          by a grant made pursuant to the Plan;

     For  the purposes of this Section 5(b), "cause" shall mean:

     (aa) the failure, neglect or refusal by a grantee to perform his duties,
          functions or responsibilities as an employee;

     (bb) grantee's commission of acts of dishonesty, fraud, misrepresentation
          or other acts of moral turpitude; or

     (cc) any other reason which the Committee, in the exercise of reasonable
          business judgment, considers to constitute cause.





<PAGE>



          Notwithstanding the foregoing provisions of this Section 5(b), the
          Committee may accelerate the entitlement of a grantee to take delivery
          of common shares represented by a grant under the Plan should there be
          a threat (actual or perceived) of a take-over bid for voting control
          of the Corporation.

          Any decision by the Committee shall be final and binding on any
          grantee or grantee's estate. The Committee shall not be bound by any
          prior decision of the Committee.

6.   CERTIFICATE OF GRANT

     Each grantee who receives a grant under the Plan shall receive a
certificate of grant from the Corporation which shall contain such provisions,
consistent with the Plan, as may be established from time to time by the
Committee.

7.   TRANSFERABILITY OF GRANTS

     No grant under the Plan shall be transferable by a grantee.

8.   LISTING AND REGISTRATION

     Each grant shall be subject to the requirement that, if at any time the
Committee shall determine in its discretion that the listing, registration or
qualification of the shares subject to such grant upon any securities exchange
or under any provincial, state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, such grant or the issue of shares pursuant thereto, no shares
covered by any such grant may be dealt with in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.

9.   ADJUSTMENT OF AND CHANGES IN COMMON SHARES OF THE CORPORATION

     In the event of a reorganization, recapitalization, change of shares, share
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of the Corporation, the Committee shall make such
adjustment as it deems appropriate in the number and kind of shares authorized
by the Plan and in the number and kind of shares covered by grants made under
the Plan.

10.  NO RIGHTS OF SHAREHOLDERS

     Neither the grantee nor his personal representative shall be, or have any
of the rights and privileges of, a shareholder of the Corporation in respect of
any shares which may be delivered pursuant to a grant, unless and until
certificates for such shares have been issued.






<PAGE>



11.  AMENDMENT AND TERMINATION

     The Plan may be amended by the Board as it shall deem advisable to conform
to any change in the law or regulation applicable thereto or in any other
respect which the Board may deem to be in the best interest of the Corporation;
provided, however, that the Board may not, without the authorization and
approval of the shareholders, increase the total number of securities which may
be issued under the Plan except pursuant to Section 9.

     The Board may, in its discretion, terminate, or fix a date for the
termination of, the Plan. No such termination shall affect any grants
theretofore made which have neither expired nor been terminated. Unless
previously terminated, the Plan shall terminate on December 31, 2002, and no
grants shall be made under the Plan after such date.

12.  EFFECTIVE DATE OF THE PLAN

     The Plan was created by the Board, on the recommendation of the Committee,
effective February 13, 1997 and confirmed by the holders of voting securities of
the Corporation in general meeting held May 14, 1997.






<PAGE>



                                   EXHIBIT 5.1



July 22, 1997

Echo Bay Mines Ltd.
Suite 1000
6400 S. Fiddlers Green Circle
Englewood, Colorado 
80111-4957

Gentlemen:

RE:  SALE OF COMMON SHARES PURSUANT TO REGISTRATION STATEMENT ON FORM S-8
     COVERING SHARE INCENTIVE PLAN AND RESTRICTED SHARE GRANT PLAN

We have acted as counsel to Echo Bay Mines Ltd. (the "Company") in connection
with the registration by the Company of 5,000,000 Common Shares, no par value,
in respect of the Company's Share Incentive Plan (the "SIP") and of 750,000
Common Shares, no par value, in respect of the Company's Restricted Share Grant
Plan ("RGP") covering the grant of options to acquire Common Shares of the
Company (collectively, the "Shares") described in the Registration Statement on
Form S-8 (the "Registration Statement") of the Company, being filed with the
Securities and Exchange Commission concurrently herewith. The Company's SIP and
RGP are referred to herein as the "Plans." In such connection we have examined
certain corporate records and proceedings of the Company, including actions
taken by the Company's Board of Directors in respect of the authorization and
issuance of the Shares to meet the requirements of the Plans, and such other
matters as we deemed appropriate.

Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when sold as contemplated by the Registration Statement, will be
legally issued, fully paid and non-assessable shares in the share capital of the
Company.

We hereby consent to be named in the Registration Statement and in the
Prospectuses constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon certain legal matters in connection with the
issuance of the Shares, and to the filing of this opinion as an exhibit to the
aforesaid Registration Statement.

Yours truly,

 /s/ MILNER FENERTY
----------------------------------
Milner Fenerty





<PAGE>



                                  EXHIBIT 23.2

                  CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Share Incentive Plan and the Restricted Share Grant Plan
of Echo Bay Mines Ltd. of our report dated January 27, 1997, on the consolidated
financial statements of Echo Bay Mines Ltd. as at December 31, 1996 and 1995 and
for each of the years in the three-year period ended December 31, 1996 included
in the Annual Report (Form 10-K) of Echo Bay Mines Ltd. for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.


                                  /s/ ERNST & YOUNG
                                 ----------------------------------------------
                                 Ernst & Young
                                 Chartered Accountants


Edmonton, Canada
July 21, 1997





<PAGE>


                                  EXHIBIT 24.1

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, directors or
officers of Echo Bay Mines Ltd. (the "Company"), hereby constitutes and appoints
Lois-Ann L. Brodrick, Peter H. Cheesbrough, and Ronald R. Levine and each or any
one of them, his or her true lawful attorney or attorneys and agent or agents,
with full power of substitution, to do any and all acts and to execute in his or
her name, place and stead in such capacity or capacities (whether on behalf of
the Company or otherwise) any and all instruments which said attorney or
attorneys and agent or agents may deem necessary or advisable to enable the
Company and each of the undersigned to comply with the United States Securities
Act of 1933 (the "1933 Act"), as amended, and any rules, regulations,
requirements or requests of the Securities and Exchange Commission thereunder or
in respect thereof in connection with the registration under the 1933 Act of the
Common Shares of the Company which are issuable under the Company's Share
Incentive Plan and Restricted Share Grant Plan, including specifically, but
without limiting the generality of the foregoing, power and authority to execute
the respective names of the undersigned directors and/or officers as indicated
below (whether on behalf of the Company or as a director and/or officer of the
Company, or by attesting the seal of the Company or otherwise) to a Registration
Statement on Form S-8 covering such Common Shares, and any amendment, and each
of the undersigned does hereby ratify and confirm all that such attorney or
attorneys and agent or agents or any one of them shall do or cause to be done by
virtue thereof.

     IN WITNESS WHEREOF, each of the undersigned has subscribed the presents
this 14th day of July, 1997.


 /s/ JOHN N. ABELL                               /s/ LATHAM C. BURNS
-----------------------------------------       --------------------------------
John N. Abell, Director                         Latham C. Burns, Director

 /s/ PIERRE CHOQUETTE                            /s/ JOHN GILRAY CHRISTY
-----------------------------------------       --------------------------------
Pierre Choquette, Director                      John Gilray Christy, Director

 /s/ PETER CLARKE                                /s/ ROBERT L. LECLERC
-----------------------------------------       --------------------------------
Peter Clarke, Director                          Robert L. Leclerc, Q.C.,
                                                Chairman, Chief Executive
                                                Officer, Director and Principal
                                                Executive Officer

 /s/ JOHN F. MCOUAT                              /s/ MONICA E. SLOAN
-----------------------------------------       --------------------------------
John F. McOuat, Director                        Monica E. Sloan, Director

 /s/ R. GEOFFREY P. STYLES
-----------------------------------------
R. Geoffrey P. Styles, Director

 /s/ PETER H. CHEESBROUGH                        /s/ RAYMOND W. JENNER
-----------------------------------------       --------------------------------
Peter H. Cheesbrough, Senior Vice-President,    Raymond W. Jenner, Vice
Finance and Principal Financial Officer         President, Treasurer and
                                                Principal Accounting Officer
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 50391}]
{"company-data": {"conformed-name": "ECHO BAY MINES LTD", "cik": "0000722080", "assigned-sic": "1040", "irs-number": "000000000", "state-of-incorporation": "A0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31835", "film-number": "97643949"}, "business-address": {"street1": "6400 S FIDDLERS GREEN CIRCLE", "street2": "STE 1000", "city": "ENGLEWOOD", "state": "CO", "zip": "80111-4957", "phone": "3037148600"}, "mail-address": {"street1": "6400 S FIDDLERS GREEN CIRCLE", "street2": "STE 1000", "city": "ENGLEWOOD", "state": "CO", "zip": "80111-4957"}}
As filed with the Securities and Exchange Commission on July 22, 1997
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               ECHO BAY MINES LTD.
             (Exact name of registrant as specified in its charter)

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

                LAWS OF CANADA                               NONE
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)              Identification Number)

                        6400 SOUTH FIDDLERS GREEN CIRCLE
                                   SUITE 1000
                         ENGLEWOOD, COLORADO 80111-4957
                                 (303) 714-8600
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                              SHARE INCENTIVE PLAN
                           RESTRICTED SHARE GRANT PLAN
                             (Full titles of plans)
                           ---------------------------

                             ROBERT L. LECLERC, Q.C.
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                               ECHO BAY MINES LTD.
                  6400 SOUTH FIDDLERS GREEN CIRCLE, SUITE 1000
                         ENGLEWOOD, COLORADO 80111-4957
                                 (303) 714-8600

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 WITH COPIES TO:
      RONALD R. LEVINE, II, ESQ.                  MICHAEL GLUCKMAN
      DAVIS, GRAHAM & STUBBS LLP                   MILNER FENERTY
        370 SEVENTEENTH STREET                  2900 MANULIFE PLACE
              SUITE 4700                         10180 - 101 STREET
        DENVER, COLORADO 80202                   EDMONTON, ALBERTA
            (303) 892-9400                         CANADA T5J 3V5
                                                   (403) 423-7224

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

                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                    Amount           maximum           maximum
  Title of each class of             to be      offering price(1)     aggregate            Amount of
SECURITIES TO BE REGISTERED       REGISTERED        PER SHARE     OFFERING PRICE(2)    REGISTRATION FEE
Common Shares (No par value)(3)....5,750,000 shares    $5.25         $30,183,004             $9,147
(1)  Weighted average offering price. 
(2)  Estimated solely for the purposes of calculating the amount of the
     registration fee in accordance with Rule 457, and is based upon the sum of
     (i) the product of options for 1,042,706 shares already granted under the
     Share Incentive Plan times their respective exercise prices, and (ii) the
     product of options for 4,707,294 shares not yet granted times $5.125, the
     average of the high and low prices of the Company's Common Shares on July
     17, 1997, as reported on The American Stock Exchange. The exercise price
     for the 1,042,706 options already granted under the Share Incentive Plan is
     $8.00 in Canadian dollars per share which is equal to a converted price of
     $5.81 in US dollars based upon the July 17, 1997 exchange rate between the
     two currencies quoted by the Wall Street Journal.
(3)  Each Common Share includes certain rights under the Company's Shareholder
     Rights Plan, pursuant to which certain common share purchase rights are
     triggered in the event a person acquires or announces the intent to acquire
     20% or more of the Company's Common Shares without complying with the
     conditions of the Shareholder Right Plan.
EXPLANATORY NOTE

         This Registration Statement covers the registration of (i) 750,000
Common Shares of Echo Bay Mines Ltd., a Canadian corporation (the "Company")
issuable pursuant to the Company's Restricted Share Grant Plan; and (ii)
5,000,000 additional shares issuable pursuant to the Company's Share Incentive
Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Echo Bay Mines Ltd. (the "Company" or
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by reference:

     (a) The Company's Annual Report on Form 10-K for the period ended December
31, 1996.

     (b) The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1997.

     (c) The Company's Current Report on Form 8-K, as filed with the Commission
on April 25, 1997.

     (d) The Company's Current Report on Form 8-K, as filed with the Commission
on April 17, 1997.

     (e) The Company's Current Report on Form 8-K, as filed with the Commission
on March 31, 1997.

     (f) The Company's Current Report on Form 8-K, as filed with the Commission
on March 26, 1997.

     (g) The Company's Current Report on Form 8-K, as filed with the Commission
on March 6, 1997.

     (h) The Company's Current Report on Form 8-K, as filed with the Commission
on January 15, 1997.

     (i) The Company's Registration Statement on Form 8-A (File No. 2-98593),
dated October 1, 1984 and Post-Effective Amendment No. 1 thereto dated August
13, 1987.

     (j) The Company's Registration Statement on Form 8-A (File No. 1-8542),
dated September 12, 1994 relating to the Company's Shareholder Rights Plan.

     (k) The Company's Proxy Circular dated March 31, 1997 for its Annual and
Special General Meeting of Shareholders held on May 14, 1997.

     All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a Post-Effective
Amendment to this Registration

                                      II-1
Statement indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then remaining unsold,
shall be deemed to be incorporated in this Registration Statement by reference
and shall be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

4.   DESCRIPTION OF SECURITIES.

     Not applicable.

5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Canada Business Corporations Act, the Company may indemnify its
present or former directors or officers or the directors or officers of another
corporation of which the Company is a stockholder or creditor against amounts
paid to settle civil, criminal or administrative actions or judgments and
expenses in connection therewith, where the director or officer was made a party
by reason of his position with the Company or such other corporation and
provided that the director or officer acted honestly and in good faith with a
view to the best interests of the Company and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his conduct was lawful. Such
indemnification may be made in connection with a derivative action only with
court approval. A director or officer is entitled to indemnification from the
Company as a matter of right if he or she was substantially successful on the
merits and fulfilled the conditions set forth above. The Company has, in
addition and in furtherance of the applicable provisions of the Canada Business
Corporations Act, entered into indemnification agreements that extend a
contractual right of indemnity to persons who serve as directors or officers of
the Company or its affiliates.

     A policy of directors' and officers' liability insurance is maintained by
the Company, which policy insures directors and officers for losses as a result
of claims based upon their acts or omissions as directors and officers of the
Company, including liabilities arising under the Securities Act of 1933, and
also reimburses the Company for payments made pursuant to the indemnity
provisions under the Canada Business Corporations Act.

                                      II-2
7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

     4.1 Echo Bay Mines Ltd. Share Incentive Plan.

     4.2 Echo Bay Mines Ltd. Restricted Share Grant Plan.

     5.1 Opinion and Consent of Milner Fenerty.

     23.1 Consent of Counsel. See Exhibit 5.1.

     23.2 Consent of Ernst & Young.

     24.1 Power of Attorney.

9.   UNDERTAKINGS

     A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement,
or any material change to such information in the Registration Statement; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with

                                      II-3
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, County of Arapahoe, State of Colorado, on
the 22nd day of July, 1997.

                                ECHO BAY MINES LTD.

                                By:  /s/ ROBERT L. LECLERC*
                                     -------------------------------------------
                                     Robert L. Leclerc, Q.C., Chairman, Chief
                                     Executive Officer and U.S. Authorized
                                     Representative

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                TITLE                                   DATE
/s/ ROBERT L. LECLERC*                        Chairman, Chief Executive                       July 22, 1997
-----------------------------------            Officer and Director (Principal
Robert L. Leclerc, Q.C.                        Executive Officer)

 /s/ PETER H. CHEESBROUGH*                     Senior Vice-President, Finance                  July 22, 1997
-----------------------------------            and Chief Financial Officer
Peter H. Cheesbrough                           (Principal Financial Officer)

 /s/ RAYMOND W. JENNER*                        Vice President and Treasurer                    July 22, 1997
-----------------------------------            (Principal Accounting Officer)
Raymond W. Jenner

 /s/ JOHN N. ABELL*                            Director                                        July 22, 1997
-----------------------------------
John N. Abell

 /s/ LATHAM C. BURNS*                          Director                                        July 22, 1997
-----------------------------------
Latham C. Burns

                                      II-5
SIGNATURE                                TITLE                                   DATE

 /s/ PIERRE CHOQUETTE*                         Director                                        July 22, 1997
-----------------------------------
Pierre Choquette

 /s/ JOHN GILRAY CHRISTY*                      Director                                        July 22, 1997
-----------------------------------
John Gilray Christy

 /s/ PETER CLARKE*                             Director                                        July 22, 1997
-----------------------------------
Peter Clarke

 /s/ JOHN F. MCOUAT*                           Director                                        July 22, 1997
-----------------------------------
John F. McOuat

 /s/ MONICA E. SLOAN*                          Director                                        July 22, 1997
-----------------------------------
Monica E. Sloan

 /s/ R. GEOFFREY P. STYLES*                    Director                                        July 22, 1997
-----------------------------------
R. Geoffrey P. Styles
*By:      /s/ LOIS-ANN L. BRODRICK
         ------------------------------------
         Attorney-in-Fact

                                      II-6
EXHIBIT INDEX

Exhibit
  NO.         DESCRIPTION

   4.1        Echo Bay Mines Ltd. Share Incentive Plan.

   4.2        Echo Bay Mines Ltd. Restricted Share Grant Plan.

   5.1        Opinion and Consent of Milner Fenerty.

  23.1        Consent of Counsel.  See Exhibit 5.1.

  23.2        Consent of Ernst & Young.

  24.1        Power of Attorney.
EXHIBIT 4.1

                               ECHO BAY MINES LTD.

                              SHARE INCENTIVE PLAN

                     (INCLUDING AMENDMENTS TO MAY 14, 1997)

1.   PURPOSE

     The purpose of this Plan is to provide an incentive, in the form of a
proprietary interest in Echo Bay Mines Ltd. (the "Corporation") to officers and
employees of the Corporation and its subsidiaries who are in a position to
contribute materially to the successful operation of the business of the
Corporation, to increase their interest in the Corporation's welfare, and to
provide a means through which the Corporation can attract and retain employees
of outstanding abilities.

2.   ADMINISTRATION

     The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of the Corporation. Each
member of the Committee shall at all times be a "non-employee director" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
from time to time, and an "outside director" for the purposes of section 162(m)
of the Internal Revenue Code, as amended from time to time.

     The Committee may make grants, subject to the terms of the Plan, to such
eligible persons and with respect to such number of shares in the common share
capital of the Corporation as the Committee, in its sole discretion, may
determine.

     Subject to the provisions of the Plan, the Committee shall be authorized to
interpret the Plan and the grants made under the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, to determine the terms
and provisions of the agreements related to the grants described in paragraph 6
hereof, and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee may correct any defect, supply any
omission and reconcile any inconsistency in the Plan or in any option or grant
in the manner and to the extent it shall be deemed desirable to carry it into
effect. The determinations of the Committee in the administration of the Plan,
as described herein, shall be final and conclusive.

3.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in paragraph 10, an aggregate of
13,000,000 common shares of the Corporation will be available for issuance upon
the exercise of options
granted under the Plan. If any Plan option shall terminate for any reason
without having been exercised in full the unpurchased shares subject thereto
shall be available for future options. For greater certainty, the aforesaid
number of 13,000,000 common shares gives effect to the six for five split of the
common shares of the Corporation determined by the Board on August 9, 1983, with
a record date of August 24, 1983, as well as the two for one split determined on
June 8, 1987, with a record date of July 14, 1987, and includes

     (a)  72,000 common shares, being the 60,000 common shares of the
          Corporation reserved for issuance by the Board on May 6, 1983 and
          confirmed by the holders of voting securities of the Corporation on
          June 21, 1983, as adjusted pursuant to paragraph 10 hereof in
          recognition of the 1983 share split;

     (b)  an additional 428,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made August 9, 1983 and confirmed
          by the holders of voting securities of the Corporation on June 12,
          1984;

     (c)  an additional 750,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made November 12, 1985 and
          confirmed by the holders of voting securities of the Corporation on
          June 9, 1986;

     (d)  an additional 750,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made February 17, 1987 and
          confirmed by the holders of voting securities of the Corporation on
          June 9, 1987;

     (e)  an additional 2,000,000 common shares of the Corporation, to adjust
          the above- mentioned numbers in recognition of the 1987 share split;

     (f)  an additional 2,000,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made February 13, 1992 and
          confirmed by the holders of voting securities of the Corporation on
          June 11, 1992;

     (g)  an additional 2,000,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made February 17, 1994 and
          confirmed by the holders of voting securities of the Corporation on
          June 9, 1994; and

     (h)  an additional 5,000,000 common shares of the Corporation, reserved for
          issuance by resolution of the Board made February 13, 1997 and
          confirmed by the holders of voting securities of the Corporation on
          May 14, 1997.

4.   ELIGIBILITY

     Officers and employees of the Corporation and its subsidiaries shall be
eligible for grants under the Plan but no single officer or employee of the
Corporation and its subsidiaries shall be eligible to receive options covering,
in total, more than 5 percent of the issued and outstanding common shares of the
Corporation. The term "subsidiaries" shall mean
any corporation in which the Corporation owns 50 percent or more of the total
combined voting shares of all classes of share capital at the time a grant of an
option is made to a person eligible for grants under the Plan, or at any time
when such person is by the terms of the Plan eligible to exercise a grant. The
term "affiliate", for the purposes of paragraph 5(c) of the Plan, shall mean an
affiliated body corporate as defined in the Canada Business Corporations Act.

5.   GRANTING OF OPTIONS

     The Committee may, from time to time, grant share options to eligible
persons. Except as hereinafter provided, options granted pursuant to the Plan
shall be subject to the following terms and conditions:

     (a)  PRICE In respect of all grants of options, the purchase price per
          share deliverable upon exercise of an option shall be not less
          than 100 percent of the fair market value of the Corporation's common
          shares at the time the option is granted. The fair market value shall
          be the closing price of the Corporation's common shares as determined
          by the Committee on the date the option is granted, or if there is no
          sale on such date, then the closing price on the last previous day on
          which a sale is reported. References to sales shall in the first
          instance be to those on The Toronto Stock Exchange, and, if no sale
          has occurred on the applicable date on such exchange, then to the
          Montreal Exchange. Shares may be purchased only upon payment of the
          purchase price therefor in full, either in cash (which may include
          settlement by cheque or wire transfer of funds) or by the surrender or
          delivery to the Corporation of common shares.

     (b)  TERMS OF OPTIONS The term during which each option may be exercised
          shall be determined by the Committee, but in no event
          shall an option be exercisable in whole or in part more than 10 years
          from the date it is granted. All rights to purchase pursuant to an
          option shall, unless sooner terminated, expire at the date designated
          by the Committee. The Committee shall determine the date (which shall
          not be earlier than six months after the date of grant) on which each
          option shall become exercisable and may provide that an option shall
          become exercisable in installments. The shares comprising each
          installment may be purchased in whole or in part at any time after
          such installment becomes purchasable. The Committee may, in its sole
          discretion, accelerate the time at which any option may be exercised
          in whole or in part. Such discretion may be exercised in any
          circumstances deemed appropriate by the Committee including, but
          without limitation, the threat (actual or perceived) of a take-over
          bid for voting control of the Corporation. If there is a take-over bid
          for the Corporation and the Committee does not accelerate the time at
          which any option may be exercised, then all options will become
          exercisable no later than the time the acquisitor becomes entitled to
          take up and pay for the common shares of the Corporation acquired
          pursuant to the bid.
(c)  TERMINATION OF EMPLOYMENT The following provisions shall govern the
          rights of a grantee (or the estate of a grantee) whose service has
          terminated:

          (i)  if the service of a grantee is terminated for cause, all options
               which are exercisable must be exercised within 10 business days
               of termination, failing which they shall automatically lapse, and
               all options not exercisable at the time of termination shall
               immediately be forfeited;

          (ii) if the service of a grantee is terminated other than for cause,
               all options which are exercisable must be exercised within one
               year of termination, failing which they shall automatically
               lapse, and all options not exercisable at the time of termination
               shall immediately be forfeited;

          (iii) if a grantee resigns from service, all options which are
               exercisable must be exercised within 60 days of resignation,
               failing which they shall automatically lapse, and all options not
               exercisable at the time of resignation shall immediately be
               forfeited;

          (iv) if a grantee, having reached the full age of 62 years and
               completed five years of service, retires from service, all
               options which are exercisable must be exercised within three
               years of retirement, failing which they shall automatically
               lapse, and any options not exercisable at the time of retirement
               shall continue to vest for three years from retirement and must
               (once they have vested) be exercised during the three year period
               measured from the date of retirement;

          (v)  if a grantee, having reached the full age of 62 years and
               completed 15 years of service, retires from service, options not
               then exercisable shall continue to vest and all options shall be
               exercisable throughout their term;

          (vi) if a grantee becomes disabled, the terms of all options shall
               immediately become accelerated such that the options are fully
               vested and immediately exercisable and all options shall be
               exercisable throughout the term of the option grant; and

          (vii) if a grantee dies while in the service of the Corporation or a
               subsidiary or after retirement or becoming disabled, the terms of
               all options shall immediately become accelerated such that the
               options are fully vested and immediately exercisable and all
               options shall be exercisable throughout the term of the option
               grant.

          For the purposes of this paragraph 5(c), "service" includes employment
          or office with the Corporation or any other entity which was/is at the
          relevant time a subsidiary or affiliate of the Corporation.
Notwithstanding the foregoing provisions of this paragraph 5(c) the
          Committee may, when appropriate and in the best interests of the
          Corporation, vary the option rights of a grantee whose employment has
          been terminated; provided, however, that the grantee's rights are in
          result no less favourable to him than would be the case had the
          Committee decided to take no action whatsoever.

     (d)  MAXIMUM AGGREGATE GRANT AND AMOUNT OF COMPENSATION No grantee may
          during any consecutive three calendar year period receive an aggregate
          grant of more than 400,000 options to acquire common shares. Under the
          terms of any option, the amount of compensation a grantee is entitled
          to receive is based solely on an increase in the value of the
          corresponding common shares after the date of grant or award.

6.   INCENTIVE STOCK OPTIONS

     The Committee may, at the time it grants a share option, designate such
option as an "incentive stock option" ("ISO"). Any options so designated shall
be subject to the additional conditions and limitations set forth in this
paragraph and to any other conditions and limitations that the Committee may
deem advisable in order that such ISO may qualify as an incentive stock option
under Section 422A of the United States Internal Revenue Code (the "Code"). Such
ISO shall also be subject to the other provisions of this Plan except to the
extent modified herein.

     (a)  The purchase price per share deliverable upon the exercise of each ISO
          shall be not less than 100 percent of the fair market value of the
          Corporation's common shares (determined in accordance with paragraph
          5(a)) at the time the ISO is granted. If the grantee of an ISO owns
          securities possessing more than 10 percent of the total combined
          voting power of all classes of securities of the Corporation or any
          parent or subsidiary corporation of the Corporation, the purchase
          price per share deliverable upon exercise of the ISO shall be at least
          110 percent of the fair market value of the common shares subject to
          the ISO at the time such ISO is granted, and such ISO shall not be
          exercisable after five years following the date on which it was
          granted.

     (b)  The aggregate fair market value (determined as of the time the ISO is
          granted) of the common shares as to which an ISO may first become
          exercisable in a particular calendar year may not exceed U.S.
          $100,000.

     (c)  Upon the termination of a grantee's employment because of retirement,
          the grantee's right to exercise an ISO shall be limited to three
          months from the date of retirement, and upon the termination of a
          grantee's employment because of disability, the grantee's right to
          exercise an ISO shall be limited to twelve months from the date of
          such disability.
7.   CERTIFICATE OF GRANT

     Each grantee who receives a grant of options under the Plan shall receive a
certificate of grant from the Corporation which shall contain such provisions,
consistent with the provisions of the Plan, as may be established from time to
time by the Committee.

8.   TRANSFERABILITY OF GRANTS

     No grant under the Plan shall be transferable by a grantee otherwise than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order, and during the lifetime of the grantee such grants may
be exercised only by him or by his guardian or legal representative.

9.   LISTING AND REGISTRATION

     Each grant shall be subject to the requirement that, if at any time the
Committee shall determine in its discretion that the listing, registration or
qualification of the shares subject to such grant upon any securities exchange
or under any provincial or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, such grant or the issue or purchase of shares thereunder, no
such grant may be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

10.  ADJUSTMENT OF AND CHANGES IN COMMON SHARES OF THE CORPORATION

     In the event of a reorganization, recapitalization, change of shares, share
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of the Corporation, the Committee shall make such
adjustment as it deems appropriate in the number and kind of shares authorized
by the Plan, in the number and kind of shares covered by grants made under the
Plan and in the purchase prices of outstanding options.

11.  NO RIGHTS OF SHAREHOLDERS

     Neither the grantee nor his personal representative shall be, or have any
of the rights and privileges of, a shareholder of the Corporation in respect of
any shares purchasable upon the exercise of any option in whole or in part,
unless and until certificates for such shares have been issued.

12.  AMENDMENT AND TERMINATION

     The Plan may be amended by the Board of Directors of the Corporation as it
shall deem advisable to conform to any change in the law or regulation
applicable thereto or in any other respect which the Board may deem to be in the
best interest of the Corporation; provided,
however, that the Board may not, without the authorization and approval of the
shareholders increase the total number of securities which may be issued under
the Plan except pursuant to paragraph 10.

     The Board of Directors of the Corporation may, in its discretion,
terminate, or fix a date for the termination of the Plan. No such termination
shall affect any grants theretofore made which have neither expired nor been
terminated. Unless previously terminated, the Plan shall terminate on December
31, 2002, and no grants shall be made under the Plan after such date.

13.  EFFECTIVE DATE OF THE PLAN

     The Plan was created by the Board effective May 6, 1983 and confirmed by
the holders of voting securities of the Corporation in general meeting held June
21, 1983. The Plan has been amended from time to time and all amendments
requiring shareholder consideration have been submitted to and approved by the
shareholders in general meeting.
EXHIBIT 4.2

                               ECHO BAY MINES LTD.

                           Restricted Share Grant Plan

1.   PURPOSE

     The purpose of this Plan is to provide an incentive, in the form of a
proprietary interest in Echo Bay Mines Ltd. (the "Corporation"), to officers of
the Corporation and any subsidiary who are in a position to contribute
materially to the successful operation of the business and to provide a means
through which the Corporation can attract and retain employees of outstanding
abilities. The Plan is not intended to replace the share incentive plan of the
Corporation created in May 1983.

2.   ADMINISTRATION

     The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of the Corporation. Each
member of the Committee shall at all times be a "non-employee director" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 and an
"outside director" for the purposes of section 162(m) of the Internal Revenue
Code .

     The Committee may make grants, subject to the terms of the Plan, to such
eligible persons and with respect to such number of shares in the common share
capital of the Corporation as the Committee, in its sole discretion, may
determine.

     Subject to the provisions of the Plan, the Committee shall be authorized to
interpret the Plan and the grants made under the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administra tion of the Plan. The
Committee may correct any defect, supply any omission and reconcile any
inconsistency in the Plan or in any grant in the manner and to the extent it
shall be deemed desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive.

3.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 9, an aggregate of 750,000
common shares of the Corporation will be available and reserved for issuance
pursuant to grants made under the Plan. If any grant is made pursuant to the
Plan, but the entitlement of a grantee to receive the common shares covered
thereby shall terminate for any reason without acquisition of all such shares,
the shares subject thereto shall be available for future grants.
4.   ELIGIBILITY

     Officers of the Corporation and any subsidiary shall be eligible for grants
under the Plan. The term "subsidiary" shall mean any corporation in which the
Corporation owns 50 percent or more of the total combined voting shares of all
classes of share capital at the time a grant is made to a person eligible for
grants under the Plan, or at any time when such person is by the terms of the
Plan eligible to receive the shares represented by a grant.

5.   GRANTING RESTRICTED SHARES

     Grants pursuant to the Plan shall be subject to the following terms and
conditions:

(a)  NATURE AND TERM OF GRANTS - The Committee may, from time to time, make
     grants of restricted shares to eligible persons. Such a grant may entitle
     the grantee to receive, not less than six months from the date of grant
     (the "vesting period"), a certificate representing a portion of the shares
     contemplated by the grant. For the grantee to be entitled to take delivery
     of the shares contemplated by the grant, he or she must have performed
     substantial services for the Corporation or a subsidiary at all times
     during the vesting period. The Committee will make subsequent
     determinations as to delivery or entitlement of the grantee to receive the
     balance of the shares contemplated by the grant.

(b)  TERMINATION OF EMPLOYMENT - The following provisions shall govern the
     rights of a grantee (or the estate of a grantee) whose service has
     terminated:

     (i)  if the service of a grantee is terminated for cause or resignation,
          the grantee shall immediately forfeit any right to receive common
          shares of the Corporation covered by a grant made pursuant to the
          Plan;

     (ii) if, before completion of the vesting period, the service of a grantee
          is terminated for any reason other than cause or resignation, the
          grantee or the estate of the grantee shall only be entitled to take
          delivery of the common shares which are scheduled to vest, and then
          only at the end of the vesting period; the grantee shall otherwise
          forfeit any right to receive common shares of the Corporation covered
          by a grant made pursuant to the Plan;

     For  the purposes of this Section 5(b), "cause" shall mean:

     (aa) the failure, neglect or refusal by a grantee to perform his duties,
          functions or responsibilities as an employee;

     (bb) grantee's commission of acts of dishonesty, fraud, misrepresentation
          or other acts of moral turpitude; or

     (cc) any other reason which the Committee, in the exercise of reasonable
          business judgment, considers to constitute cause.
Notwithstanding the foregoing provisions of this Section 5(b), the
          Committee may accelerate the entitlement of a grantee to take delivery
          of common shares represented by a grant under the Plan should there be
          a threat (actual or perceived) of a take-over bid for voting control
          of the Corporation.

          Any decision by the Committee shall be final and binding on any
          grantee or grantee's estate. The Committee shall not be bound by any
          prior decision of the Committee.

6.   CERTIFICATE OF GRANT

     Each grantee who receives a grant under the Plan shall receive a
certificate of grant from the Corporation which shall contain such provisions,
consistent with the Plan, as may be established from time to time by the
Committee.

7.   TRANSFERABILITY OF GRANTS

     No grant under the Plan shall be transferable by a grantee.

8.   LISTING AND REGISTRATION

     Each grant shall be subject to the requirement that, if at any time the
Committee shall determine in its discretion that the listing, registration or
qualification of the shares subject to such grant upon any securities exchange
or under any provincial, state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, such grant or the issue of shares pursuant thereto, no shares
covered by any such grant may be dealt with in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.

9.   ADJUSTMENT OF AND CHANGES IN COMMON SHARES OF THE CORPORATION

     In the event of a reorganization, recapitalization, change of shares, share
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of the Corporation, the Committee shall make such
adjustment as it deems appropriate in the number and kind of shares authorized
by the Plan and in the number and kind of shares covered by grants made under
the Plan.

10.  NO RIGHTS OF SHAREHOLDERS

     Neither the grantee nor his personal representative shall be, or have any
of the rights and privileges of, a shareholder of the Corporation in respect of
any shares which may be delivered pursuant to a grant, unless and until
certificates for such shares have been issued.
11.  AMENDMENT AND TERMINATION

     The Plan may be amended by the Board as it shall deem advisable to conform
to any change in the law or regulation applicable thereto or in any other
respect which the Board may deem to be in the best interest of the Corporation;
provided, however, that the Board may not, without the authorization and
approval of the shareholders, increase the total number of securities which may
be issued under the Plan except pursuant to Section 9.

     The Board may, in its discretion, terminate, or fix a date for the
termination of, the Plan. No such termination shall affect any grants
theretofore made which have neither expired nor been terminated. Unless
previously terminated, the Plan shall terminate on December 31, 2002, and no
grants shall be made under the Plan after such date.

12.  EFFECTIVE DATE OF THE PLAN

     The Plan was created by the Board, on the recommendation of the Committee,
effective February 13, 1997 and confirmed by the holders of voting securities of
the Corporation in general meeting held May 14, 1997.
EXHIBIT 5.1

July 22, 1997

Echo Bay Mines Ltd.
Suite 1000
6400 S. Fiddlers Green Circle
Englewood, Colorado 
80111-4957

Gentlemen:

RE:  SALE OF COMMON SHARES PURSUANT TO REGISTRATION STATEMENT ON FORM S-8
     COVERING SHARE INCENTIVE PLAN AND RESTRICTED SHARE GRANT PLAN

We have acted as counsel to Echo Bay Mines Ltd. (the "Company") in connection
with the registration by the Company of 5,000,000 Common Shares, no par value,
in respect of the Company's Share Incentive Plan (the "SIP") and of 750,000
Common Shares, no par value, in respect of the Company's Restricted Share Grant
Plan ("RGP") covering the grant of options to acquire Common Shares of the
Company (collectively, the "Shares") described in the Registration Statement on
Form S-8 (the "Registration Statement") of the Company, being filed with the
Securities and Exchange Commission concurrently herewith. The Company's SIP and
RGP are referred to herein as the "Plans." In such connection we have examined
certain corporate records and proceedings of the Company, including actions
taken by the Company's Board of Directors in respect of the authorization and
issuance of the Shares to meet the requirements of the Plans, and such other
matters as we deemed appropriate.

Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when sold as contemplated by the Registration Statement, will be
legally issued, fully paid and non-assessable shares in the share capital of the
Company.

We hereby consent to be named in the Registration Statement and in the
Prospectuses constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon certain legal matters in connection with the
issuance of the Shares, and to the filing of this opinion as an exhibit to the
aforesaid Registration Statement.

Yours truly,

 /s/ MILNER FENERTY
----------------------------------
Milner Fenerty
EXHIBIT 23.2

                  CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Share Incentive Plan and the Restricted Share Grant Plan
of Echo Bay Mines Ltd. of our report dated January 27, 1997, on the consolidated
financial statements of Echo Bay Mines Ltd. as at December 31, 1996 and 1995 and
for each of the years in the three-year period ended December 31, 1996 included
in the Annual Report (Form 10-K) of Echo Bay Mines Ltd. for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.

                                  /s/ ERNST & YOUNG
                                 ----------------------------------------------
                                 Ernst & Young
                                 Chartered Accountants

Edmonton, Canada
July 21, 1997
EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, directors or
officers of Echo Bay Mines Ltd. (the "Company"), hereby constitutes and appoints
Lois-Ann L. Brodrick, Peter H. Cheesbrough, and Ronald R. Levine and each or any
one of them, his or her true lawful attorney or attorneys and agent or agents,
with full power of substitution, to do any and all acts and to execute in his or
her name, place and stead in such capacity or capacities (whether on behalf of
the Company or otherwise) any and all instruments which said attorney or
attorneys and agent or agents may deem necessary or advisable to enable the
Company and each of the undersigned to comply with the United States Securities
Act of 1933 (the "1933 Act"), as amended, and any rules, regulations,
requirements or requests of the Securities and Exchange Commission thereunder or
in respect thereof in connection with the registration under the 1933 Act of the
Common Shares of the Company which are issuable under the Company's Share
Incentive Plan and Restricted Share Grant Plan, including specifically, but
without limiting the generality of the foregoing, power and authority to execute
the respective names of the undersigned directors and/or officers as indicated
below (whether on behalf of the Company or as a director and/or officer of the
Company, or by attesting the seal of the Company or otherwise) to a Registration
Statement on Form S-8 covering such Common Shares, and any amendment, and each
of the undersigned does hereby ratify and confirm all that such attorney or
attorneys and agent or agents or any one of them shall do or cause to be done by
virtue thereof.

     IN WITNESS WHEREOF, each of the undersigned has subscribed the presents
this 14th day of July, 1997.

 /s/ JOHN N. ABELL                               /s/ LATHAM C. BURNS
-----------------------------------------       --------------------------------
John N. Abell, Director                         Latham C. Burns, Director

 /s/ PIERRE CHOQUETTE                            /s/ JOHN GILRAY CHRISTY
-----------------------------------------       --------------------------------
Pierre Choquette, Director                      John Gilray Christy, Director

 /s/ PETER CLARKE                                /s/ ROBERT L. LECLERC
-----------------------------------------       --------------------------------
Peter Clarke, Director                          Robert L. Leclerc, Q.C.,
                                                Chairman, Chief Executive
                                                Officer, Director and Principal
                                                Executive Officer

 /s/ JOHN F. MCOUAT                              /s/ MONICA E. SLOAN
-----------------------------------------       --------------------------------
John F. McOuat, Director                        Monica E. Sloan, Director

 /s/ R. GEOFFREY P. STYLES
-----------------------------------------
R. Geoffrey P. Styles, Director

 /s/ PETER H. CHEESBROUGH                        /s/ RAYMOND W. JENNER
-----------------------------------------       --------------------------------
Peter H. Cheesbrough, Senior Vice-President,    Raymond W. Jenner, Vice
Finance and Principal Financial Officer         President, Treasurer and
                                                Principal Accounting Officer