EXHIBIT 3.1


                       THE COMPANIES LAW (1995 REVISION)
                       ---------------------------------

                           COMPANY LIMITED BY SHARES
                           -------------------------


                           MEMORANDUM OF ASSOCIATION

                                       OF

                           APEX SILVER MINES LIMITED

       (Amended and Re-Stated by Special Resolution dated _______, 1997)



1.   The name of the Company is Apex Silver Mines Limited.

2.   The Registered Office of the Company will be situate at the offices of
     CALEDONIAN BANK & TRUST LIMITED, GROUND FLOOR, CALEDONIAN HOUSE, MARY
     STREET, P.O. BOX 1043, GEORGE TOWN, GRAND CAYMAN, CAYMAN ISLANDS or at such
     other location as the Directors may from time to time determine.

3.   The objects for which the Company is established are unrestricted and the
     Company shall have full power and authority to carry out any object not
     prohibited by any law as provided by Section 6(4) of The Companies Law
     (1995 Revision).

4.   The Company shall have and be capable of exercising all the functions of a
     natural person of full capacity irrespective of any question of corporate
     benefit as provided by Section 26(2) of The Companies Law (1995 Revision).

5.   Nothing in the preceding sections shall be deemed to permit the Company to
     carry on the business of a Bank or Trust Company without being licensed in
     that behalf under the provisions of the Banks and Trust Companies Law (1995
     Revision),  or to carry on Insurance Business from within the Cayman
     Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker
     without being licensed in that behalf under the provisions of the Insurance
     Law (1995 Revision), or to carry on the business of Company Management
     without being licensed in that behalf under the provisions of the Companies
     Management Law (1996 Revision).

6.   The Company will not trade in the Cayman Islands with any person, firm or
     corporation except in furtherance of the business of the Company carried on
     outside the Cayman Islands;   Provided that nothing in this section shall
     be construed as to prevent the Company effecting and concluding contracts
     in the Cayman Islands, and exercising in the Cayman Islands all of its
     powers necessary for the carrying on of its business outside the Cayman
     Islands.

7.   The liability of the Shareholders is limited.

8.   The capital of the Company is US$750,000.00 divided into 75,000,000 shares
     of a nominal or par value of US$0.01 each provided always that subject to
     the provisions of The Companies Law (1995 Revision) and the Articles of
     Association the Company shall have power to redeem or purchase any of its
     shares and to sub-divide or consolidate the said shares or any of them and
     to issue all or any part of its capital whether original, redeemed,
     increased or reduced with or without any preference, priority or special
     privilege or subject to any postponement of rights or to any conditions or
     restrictions whatsoever and so that unless the conditions of issue shall
     otherwise expressly provide every issue of shares whether stated to be
     Ordinary, Preference or otherwise shall be subject to the powers on the
     part of the Company hereinbefore provided.

9.   The Company may exercise the power contained in Section 223 of The
     Companies Law (1995 Revision) to deregister in the Cayman Islands and be
     registered by way of continuation in some other jurisdiction.