As filed with the Securities and Exchange Commission on June 21, 1996
Registration No. 333-__________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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SUNSHINE MINING AND REFINING COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE 75-2618333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

877 W. MAIN STREET, SUITE 600
BOISE, IDAHO 83702
(208) 345-0660
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

--------------------
JOHN S. SIMKO, PRESIDENT
877 W. MAIN STREET, SUITE 600
BOISE, IDAHO 83702
(208) 345-0660
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

--------------------
COPY TO:
JANICE V. SHARRY
HAYNES AND BOONE, L.L.P.
3100 NATIONSBANK PLAZA
901 MAIN STREET
DALLAS, TEXAS 75202-3789
(214) 651-5000

--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

==========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class Amount to be Offering Price Per Aggregate Offering Registration
of Securities to be Registered Registered Share Price Fee
- --------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $.01 per
share, issuable upon exchange of 30,000,000 shares $1.4375(1) $43,125,000(1) $14,871.00
the 8% Senior Exchangeable Notes
due 2000 issued by Sunshine
Precious Metals, Inc. (the
"Notes") (2) . . . . . . . . . .
- --------------------------------------------------------------------------------------------------------------------------
Warrants to purchase Common
Stock, $2.875 exercise price to 2,086,957 (4) (4) --
be sold by Selling
Securityholders(3) . . . . . . .
- --------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon
exercise of Warrants to be sold
by Selling Securityholders(2) . . 2,086,957 shares $2.875(5) $6,000,002 (5) $2,069.00
- --------------------------------------------------------------------------------------------------------------------------
Total Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,940.00
=========
==========================================================================================================================

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(g).
(2) Pursuant to Rule 416, the Registration Statement also covers such
indeterminate additional shares of Common Stock as may become issuable on
(i) exchange of the Notes as a result of any future adjustments in the
exchange price in accordance with the terms of the Notes or (ii) exercise of
the Warrants as a result of any future adjustments in the number of shares
of Common Stock issuable upon such exercise in accordance with the terms of
the Warrants.
(3) The Warrants being registered hereby represent rights to purchase an
aggregate of 2,087,957 shares of Common Stock. The Warrants are being
registered solely for the purposes of resale by the Selling
Securityholders.
(4) No separate registration fee is required pursuant to Rule 457(g).
(5) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(g).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED JUNE 21, 1996

PROSPECTUS

_____________________

SUNSHINE MINING AND REFINING COMPANY

32,086,957 SHARES OF COMMON STOCK
AND WARRANTS TO PURCHASE COMMON STOCK

_____________________

This Prospectus relates to the issuance by Sunshine Mining and
Refining Company (the "Company") of up to an aggregate of 30,000,000 shares of
Common Stock, par value $.01 per share (the "Common Stock") of the Company upon
exchange (the "Exchange") and pursuant to the terms of the 8% Senior
Exchangeable Notes due 2000 issued by Sunshine Precious Metals, Inc. and
guaranteed by the Company (the "Notes"). See "Plan of Distribution" for a
detailed description of the Exchange.

This Prospectus also relates to the reoffer and resale by certain
holders of securities of the Company (the "Selling Securityholders") of certain
warrants to purchase the Common Stock issued to certain placing agents and
related parties (the "Warrants") and up to 2,086,957 shares of Common Stock
issuable upon exercise of the Warrants (the "Warrant Common Stock"). This
Prospectus does not purport to cover the initial issuance of the Warrants or
the Warrant Common Stock by the Company. The Company will not receive any of
the proceeds from the sale of the Warrants or Warrant Common Stock by the
Selling Securityholders.

Application has been made to list the Common Stock (including the
Warrant Common Stock) offered hereby on the New York Stock Exchange ("NYSE").
The Company's Common Stock is traded on the NYSE under the symbol "SSC." On
June 18, 1996, the reported closing sale price of the Company's Common Stock
was $1.375 per share.

SEE "RISK FACTORS" WHICH BEGINS ON PAGE 2 FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

_____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

_____________________

The date of this Prospectus is June ___, 1996

3
RISK FACTORS

Investors should carefully consider the following matters in
connection with an investment in the securities in addition to the other
information contained or incorporated by reference in this Prospectus.
Information contained or incorporated by reference in this Prospectus contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, which can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "anticipate,"
"estimate" or "continue" or the negative thereof or other variations thereon or
comparable terminology. The following matters constitute cautionary statements
identifying important factors with respect to such forward-looking statements,
including certain risks and uncertainties, that could cause actual results to
differ materially from those in such forward-looking statements. Reference
should be made to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (the "Annual Report"), the Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996 (the "Quarterly Report"), the Prospectus/Proxy
on Form S-4 Statement for the Special Meeting of Stockholders of the Company
held on March 29, 1996 (the "Prospectus/Proxy Statement"), the Current Report
on Form 8-K dated March 5, 1996 (the "March 5 Form 8-K"), the Current Report on
Form 8-K dated March 22, 1996 (the "March 22 Form 8-K"), the Current Report on
Form 8-K dated May 22, 1996 (the "May 22 Form 8-K") and all financial
statements and notes thereto contained therein (all of which are incorporated
herein by reference) for a more detailed discussion of the following matters.

OPERATING LOSSES

The Company's revenues have historically been derived from sales of
silver and, from 1985 to 1991, from sales of oil and natural gas. In 1991 and
1992, the Company sold substantially all of the assets of its subsidiary Argent
Energy, Inc., previously Woods Petroleum Corporation ("Woods"), which was
engaged in the production of oil and natural gas. As a result, substantially
all of the Company's revenues are now derived from the sale of silver mined
from its Sunshine Mine in Kellogg, Idaho. Accordingly, the Company's earnings
are directly related to the price of silver. Silver prices have been depressed
since 1985, and as a result the Company has experienced losses from operations
for each of the last ten years. The Company reported losses from continuing
operations of $15.5 million, $4.9 million and $28.6 million in fiscal 1995,
1994 and 1993 respectively. The Company expects to fund its losses for fiscal
1996 from the Company's cash and cash equivalents and silver bullion held for
investment. At March 31, 1996, Sunshine's cash and silver bullion held for
investment totalled approximately $46.8 million.

The operating losses and cash flow deficiencies of the Company are
expected to continue until silver prices recover substantially or the Company's
exploration efforts at the Sunshine Mine or its other properties are successful
in developing significant additional production. Absent the foregoing, the
Company may eventually be required to further curtail operations or cease its
mining activities at the Sunshine Mine altogether. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations," "Business and
Properties" and the Consolidated Financial Statements (including the Notes
thereto) of the Company appearing in the Annual Report and Quarterly Report.

VOLATILITY OF SILVER PRICES

The Company's earnings are directly related to the price of silver,
and the value of the Common Stock has historically moved in correlation with
movements in silver prices. Silver prices are subject to fluctuation and are
affected by numerous factors beyond the control of the Company, which alone or
in combination may cause the price of silver to rise or fall. These factors
include, among others, expectations for inflation, speculative activities,
levels of silver production and demand for silver as a component of
manufactured goods. The following table sets forth for the periods indicated
the high, low and average closing prices per ounce of silver on the Commodity
Exchange, Inc. ("COMEX") and also translates the average price as stated into
constant 1995 dollars.

CONSTANT
NOMINAL DOLLARS 1995 DOLLARS
--------------- ------------
YEAR HIGH LOW AVG. AVG.
----- ---- ----- ----- ----

1983 . . . . . . . . . . . . . . . . . $14.74 $8.38 $11.46 $18.62
1984 . . . . . . . . . . . . . . . . . 10.17 6.25 8.15 12.44
1985 . . . . . . . . . . . . . . . . . 6.89 5.48 6.14 8.94
1986 . . . . . . . . . . . . . . . . . 6.32 4.85 5.49 7.79
1987 . . . . . . . . . . . . . . . . . 11.25 5.35 6.99 9.86
1988 . . . . . . . . . . . . . . . . . 8.06 6.01 6.53 8.63
1989 . . . . . . . . . . . . . . . . . 6.20 5.02 5.47 6.86
1990 . . . . . . . . . . . . . . . . . 5.35 3.94 4.82 5.64
1991 . . . . . . . . . . . . . . . . . . 4.55 3.51 4.03 4.48
1992 . . . . . . . . . . . . . . . . . . 4.32 3.63 3.94 4.24
1993 . . . . . . . . . . . . . . . . . . 5.44 3.52 4.31 4.57
1994 . . . . . . . . . . . . . . . . . . 5.78 4.61 5.28 5.47
1995 . . . . . . . . . . . . . . . . . . 6.10 4.38 5.20 5.20

On June 18, 1996, the closing price of silver reported on the COMEX
was $5.166 per ounce. In constant 1995 dollars, the average silver price from
1968 through 1995 has been approximately $11.66.

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4
DEPENDENCE ON EXPLORATION SUCCESS

Substantially all of the Company's revenues are derived from the
Sunshine Mine which at current silver prices is not profitable. Therefore, the
future earnings of the Company are presently dependent on the success of
exploration at the Sunshine Mine and at the Company's other exploration
projects. No assurance can be given that the Company's exploration program will
prove successful. See "Business and Properties - Operations -- Exploration
Activities at the Sunshine Mine" included in the Annual Report.

IMPRECISION OF RESERVE ESTIMATES

The ore reserve estimates presented in the Annual Report and Quarterly
Report are estimates made by the Company's geologic personnel, and no assurance
can be given that the indicated quantity of in situ silver will be realized.
No independent consultants have been retained by the Company to review and
verify such estimates. Reserve estimates are expressions of judgment based
largely on data from diamond drill holes and underground openings, such as
drifts or raises which expose the mineralization on 1, 2 or 3 sides, sampling
and similar examinations. Reserve estimates may change as ore bodies are mined
and additional data is derived. The Company's estimates of proven and probable
reserves for the Sunshine Mine are as of January 1, 1996.

MINING RISKS AND INSURANCE

The Company's operations may be affected by risks and hazards
generally associated with the mining industry, including fires, cave-ins, rock
bursts, flooding, industrial accidents, mechanical or electrical failures, and
unusual or unexpected rock formations. Such risks could result in damage to, or
destruction of, mineral properties or producing facilities, personal injury,
environmental damage, delays in mining, monetary losses and possible legal
liability. Although the Company maintains insurance at levels consistent with
its historical experience and industry practice, no assurance can be given that
such insurance will continue to be available at economically feasible premiums.
Insurance for environmental risks (including potential for pollution or other
hazards as a result of the disposal of waste products occurring from
production) is not generally available to the Company or to other companies
within the industry.

GOVERNMENT REGULATION

The Company's activities are subject to extensive federal, state, and
local laws and regulations controlling not only the mining of and exploration
for mineral properties, but also the possible effects of such activities upon
the environment. Except as described under "Legal Proceedings - Environmental
Matters" included in the Annual Report and under "Legal Proceedings" included
in the Quarterly Report, the Company is not aware of any material violations of
environmental laws, regulations, permits or licenses issued with respect to the
Company's operations. Future legislation and regulations could cause additional
expense, capital expenditures, restrictions and delays in the mining,
production or development of the Company's properties, the extent of which
cannot be predicted.

NO PRIOR MARKET FOR WARRANTS

Prior to this offering (the "Offering"), there has been no market for
the Warrants. There can be no assurance that a market for the Warrants will
develop or, if a market develops, how liquid a market it will be. The liquidity
of any market for the Warrants will depend on a number of factors, including
the interest of broker-dealers in making a market.

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5
THE COMPANY

Prior to May 22, 1996, the Company was known as Sunshine Merger
Company and was the wholly-owned subsidiary of Sunshine Mining and Refining
Company ("Sunshine"). On May 22, 1996 (the "Effective Date"), Sunshine merged
with and into the Company which was then renamed Sunshine Mining and Refining
Company. By virtue of the merger, the Company became the successor to all of
the business, assets, liabilities and capital structure of Sunshine, with the
sole exception that the $11.94 (Stated Value) Cumulative Redeemable Preferred
Stock (the "Preferred Stock") of Sunshine was retired in its entirety.

Pursuant to the merger of Sunshine with and into the Company, all
securities of Sunshine, with the exception of Sunshine's Preferred Stock were
converted pursuant to the terms of the merger and without any action by the
holders thereof into an equal number of identical securities of the Company.
Pursuant to the terms of the merger, the Preferred Stock was converted at the
option of holders thereof into: (i) six (6) shares of Common Stock, par value
$.01 of the Company (which number may be increased pursuant to an adjustment
formula based on the average NYSE composite closing price of the Common Stock
for the first 120 NYSE trading days following the Effective Date), and (ii)
either (a) two warrants ($1.92 initial exercise price, which exercise price may
be decreased pursuant to an adjustment formula based on the average NYSE
composite closing price of the Common Stock for the first 120 NYSE trading days
following the Effective Date) each to purchase one share of Common Stock or, at
the election of the holder, (b) an additional .9 (9/10) share of Common Stock.

The Company is a Delaware corporation. The Company's principal
executive offices and mailing address are 877 W. Main Street, Suite 600,
Boise, Idaho 83702 and its telephone number is (208) 345-0660.

USE OF PROCEEDS

The Company will not receive any proceeds from the issuance of the
Common Stock pursuant to the Exchange or from the resale of the Warrants or the
Warrant Common Stock by the Selling Securityholders.

Sunshine Precious Metals, Inc., the Company's principal operating
subsidiary and issuer of the Notes, may, in the future, have its indebtedness
reduced as a result of the Exchange, but only if the Notes are exchanged and
then only in an amount equal to the outstanding principal amount of such Notes
exchanged. Based upon the current outstanding principal amount of such Notes
and assuming that all such Notes are exchanged, the aggregate reduction in the
Company's indebtedness (on a consolidated basis) would be approximately $30.0
million. The Company, through Sunshine Precious Metals, Inc., incurred such
indebtedness in order to fund development and exploration opportunities of the
Company.

SELLING SECURITYHOLDERS

The following table lists (i) the name of each Selling Securityholder,
(ii) the number and type of securities owned by each Selling Securityholder
before this Offering, (iii) the number and type of securities that may be
offered by each Selling Securityholder pursuant to this Prospectus and (iv) the
number and type of Securities to be owned by each Selling Securityholder upon
completion of the Offering if all securities registered hereby are sold. This
Prospectus covers offers and resales from time to time by each Selling
Securityholder of the Warrants and the Warrant Common Stock (after such person
becomes a holder of the Warrant Common Stock). The Warrants were issued to each
Selling Securityholder in a private placement conducted outside of the United
States pursuant to Regulation S promulgated pursuant to the Securities Act of
1933, as amended (the "Regulation S Transaction"). The registration of the
shares of Warrant Common Stock offered for resale hereby is pursuant to a
Warrant Agreement dated June 21, 1996, among the Company, Rauscher Pierce &
Clark Limited ("RPC") and HSBC Investment Banking Limited ("HSBC") (the
"Warrant Agreement"). None of the Selling Securityholders had any affiliation
with the Company prior to the Regulation S Transaction.

NUMBER AND TYPE NUMBER AND TYPE NUMBER AND TYPE
OF SECURITIES OF SECURITIES OF SECURITIES
NAME OF OWNED BEFORE BEING REGISTERED OWNED AFTER
SELLING SECURITYHOLDER THIS OFFERING FOR RESALE THIS OFFERING
---------------------- --------------- ---------------- --------------

RAUSCHER PIERCE & CLARK 1,008,091 Warrants(1) 1,008,091 Warrants - 0 -
LIMITED 1,008,091 Shares of 1,008,091 Shares of
Common Stock(2) Common Stock(2)

HSBC INVESTMENT BANKING PLC 834,783 Warrants(1) 834,783 Warrants - 0 -
834,783 Shares of 834,783 Shares of
Common Stock(2) Common Stock(2)

DALWORTH CAPITAL CORPORATION 82,937 Warrants(1) 82,937 Warrants(1) - 0 -
82,937 Shares of 82,937 Shares of
Common Stock (2) Common Stock (2)

4
6

21,898 Warrants (1) 21,898 Warrants (1) - 0 -
THE ROYAL BANK OF SCOTLAND TRUST 21,898 Shares of 21,898 Shares of
COMPANY (JERSEY) LIMITED J331C Common Stock (2) Common Stock (2)

SIR ROBERT CLARK 2,193 Warrants (1) 2,193 Warrants (1) - 0 -
2,193 Shares of 2,193 Shares of
Common Stock (2) Common Stock (2)

DAVID P. QUINT 137,055 Warrants (1) 137,055 Warrants (1) - 0 -
137,055 Shares of 137,055 Shares of
Common Stock (2) Common Stock (2)

___________________________
(1) Warrants to purchase shares at a price of $2.875 per share, subject
to adjustment under certain circumstances. See "Description of
Securities -- Warrants."
(2) Shares of Common Stock that are issuable pursuant to exercise of the
Warrants. The Warrants are exercisable at any time on or after
September 21, 1996 through the close of business, New York City time,
on March 20, 2001.
(3) Assumes the Warrants owned by the Selling Securityholders will be
offered and sold in whole or all shares held by such Selling
Securityholders acquired upon exercise of the Warrants will be offered
and sold.

DESCRIPTION OF SECURITIES
GENERAL

The authorized capital stock of the Company consists of (i) 400
million shares of Common Stock, par value $.01 per share, of which, depending
on elections by former preferred stockholders to receive either 6.9 shares of
Common Stock, or 6 shares of Common Stock and two warrants to purchase Common
Stock in exchange for each share of Preferred Stock held by such holder, from
235,125,440 to 241,575,007 shares were outstanding (excluding 4,674,991
treasury shares) at June 7, 1996, and were held of record by approximately
30,000 holders, and (ii) 20 million shares of Preferred Stock, $1.00 par value,
issuable in one or more series, with such dividend rates, liquidation
preferences, redemption, conversion and voting rights and such further
designations, powers, preferences, rights, limitations and restrictions as may
be fixed and determined by the Board of Directors of the Company, all without
a vote of the Company's stockholders. No shares of Preferred Stock are
outstanding. The Company's outstanding capital stock is fully paid and
nonassessable and none of the authorized capital stock is entitled to
preemptive rights.

The Company also has outstanding warrants to purchase Common Stock
which are all currently exercisable.

For a summarized description of recent transactions which have
affected the capital stock of the Company, see the Prospectus/Proxy Statement,
the Consolidated Statements of Stockholders Equity contained in the
Consolidated Financial Statements appearing in the Annual Report and the May 22
Form 8-K.

COMMON STOCK

Subject to the rights of holders of any outstanding shares of
Preferred Stock, holders of shares of the Common Stock are entitled to share
equally in dividends from sources legally available when, as and if declared by
the Board of Directors. The Company's payment of cash dividends on its shares
of capital stock is restricted.

Each stockholder is entitled to one vote for each share of Common
Stock held by such holder. Because stockholders are not entitled to cumulate
their votes, stockholders holding a majority of the outstanding Common Stock,
and any shares of voting preferred stock which may be issued, are able to elect
all members of the Board of Directors of the Company. Holders of Common Stock
have no preemptive rights, and shares of Common Stock have no redemption,
sinking fund or conversion privileges.

In the event of any liquidation, dissolution or winding up of the
affairs of the Company, subject to the rights of holders of any Preferred
Stock, the holders of Common Stock are entitled to receive pro rata any assets
of the Company after the satisfaction of corporate liabilities.

Article Five of the Certificate of Incorporation of the Company
requires the affirmative vote or consent of the holders of (i) a majority of
the Company's shares entitled to vote thereon and (ii) a majority of any series
or class of Preferred Stock entitled to vote as a class thereon, in order to
approve any business combination, including any merger, consolidation, or the
sale, lease, exchange or other disposition of all or substantially all of the
Company's assets (including a disposition in connection with the dissolution or
winding up or liquidation of the Company). Article Five may not be amended,

5
7
altered, changed or repealed without the prior affirmative vote or consent of
the holders of (i) 66 2/3% of all shares of stock entitled to vote thereon and
(ii) 66 2/3% of any series or class of preferred stock upon which the right to
vote as a class thereon has been conferred by the resolution or resolutions
adopted by the Company's Board of Directors providing for the issue of such
series or class of preferred stock. Such provisions may have the effect of
delaying, deterring or preventing a change of control of the Company.

The Company currently does not pay cash dividends on its shares of
Common Stock and has not paid cash dividends on its shares of Common Stock
since the third quarter of 1981. Any future declaration of dividends will be at
the discretion of the Board of Directors of the Company, which will consider,
among other factors, current and projected earnings and the liquidity position
of the Company. The Company does not expect any resumption of dividends in the
foreseeable future.

The payment of cash dividends by the Company is subject to certain
restrictions. Certain of the Company's debt securities impose restrictions on
the Company's ability to declare or pay cash dividends and make certain
distributions on its capital stock. Pursuant to the most restrictive of these
provisions, at December 31, 1995, no funds were available for cash dividends on
shares of the Company's capital stock, including its Common Stock.

Meetings of the Stockholders. The By-Laws of the Company provide that
the stockholders shall have annual meetings, at such date and time designated
by the Board of Directors, and special meetings, called by the Chairman of the
Board, the President or by the Board of Directors or by written order of a
majority of the directors. The stockholders must be given written notice of
each such meeting of stockholders. In the case of special meetings, the purpose
or purposes for which the meeting is called shall be given to each stockholder
entitled to vote, not less than ten nor more than sixty days before the
meeting. In order to determine the stockholders entitled to notice of or to
vote at any meeting of stockholders, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting. The Company shall prepare and make, at
least ten days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote at the meeting. Such list shall be open to the
examination of any stockholder for a period of ten days prior to the meeting.

The holders of a majority of the shares of capital stock issued and
outstanding and entitled to vote, present in person or represented by proxy,
shall constitute a quorum at any meeting of stockholders. When a quorum is
present at any meeting of the stockholders, the vote of the holders of a
majority of the shares of capital stock entitled to vote, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which a different vote is required by law, the
Certificate of Incorporation or the By-Laws.

Limitation of Liability. As permitted by the Delaware General
Corporation Law (the "DGCL"), the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of a fiduciary duty
as a director, including gross negligence, except to the extent such exemption
from liability is not permitted by the DGCL. This includes liability for (i)
any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) any act or omission not in good faith or which involves
intentional misconduct or a knowing violation of law, (iii) any transaction
from which the director derived any improper personal benefit or (iv) any act
or omission where the liability of the director is expressly provided by the
statute.

As a result of this provision, the Company and its stockholders may be
unable to obtain monetary damages from a director for breach of the duty of
care. Although stockholders may continue to seek injunctive or other equitable
relief for an alleged breach of fiduciary duty by a director, stockholders may
not have an effective remedy against the challenged conduct if equitable
remedies are unavailable.

In addition, the Company's Certificate of Incorporation and By-Laws
provide certain rights of indemnification for all officers and directors.

The Delaware Business Combination Act. The Company is subject to the
provisions of Section 203 of the DGCL. Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and certain other transactions
resulting in a financial benefit to the interested stockholder. Subject to
certain exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, as defined therein, owns, or within three years did
own, 15% or more of the corporation's voting stock. This statute contains
provisions enabling a corporation to avoid the statute's restrictions if the
stockholders holding a majority of the shares of the corporation's voting stock
approve an amendment to the corporation's certificate of incorporation or
bylaws. The Company does not intend to "elect out" of this statute.

Miscellaneous. The Common Stock is listed on the NYSE. American
Stock Transfer & Trust Company is the transfer agent and registrar for the
Common Stock.

6
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PREFERRED STOCK

The Board of Directors is authorized, subject to any limitations
prescribed by Delaware law, to provide for the issuance of Preferred Stock in
one or more series, to establish from time to time the number of shares to be
included in each such series, to fix the rights, preferences and privileges of
the shares of each wholly unissued series and any qualifications, limitations
or restrictions therein, and to increase or decrease the number of shares of
any such series (but not below the number of shares of such series then
outstanding), without any further vote or action by the stockholders. The Board
of Directors may authorize the issuance of Preferred Stock with voting or
conversion rights that could adversely affect the voting power or other rights
of the holders of Common Stock. Thus, the issuance of Preferred Stock may have
the effect of delaying, deferring or preventing a change in control of the
Company. The Company has no current plan to issue any shares of Preferred
Stock.

WARRANTS

Pursuant to the Warrant Agreement, the Company issued the following
Warrants: (i) Warrants issued to RPC representing the right to purchase
1,008,091 shares of Common Stock, (ii) Warrants issued to HSBC representing
the right to purchase 834,783 shares of Common Stock, (iii) Warrants issued to
Dalworth Capital Corporation representing the right to purchase 82,937 shares
of Common Stock, (iv) Warrants issued to The Royal Bank of Scotland Trust
Company (Jersey) Limited J331C to purchase 21,898 shares of Common Stock, (v)
Warrants issued to Sir Robert Clark to purchase 2,193 shares of Common Stock and
(vi) Warrants issued to David P. Quint to purchase 137,055 shares of Common
Stock. The Warrants are exercisable for such shares, in whole or in part, at
any time on or after September 21, 1996 and will expire at 5:00 p.m. New York
City time on March 20, 2001. The Warrants are exercisable at a price per share
of Common Stock equal to $2.875 (the "Exercise Price"), subject to adjustment
upon (i) consolidation, merger or transfer of substantially all of the assets
of the Company or (ii) certain changes in the capital stock of the Company,
including payment of a stock dividend, stock split or reclassification.

Warrants may be exercised by tendering the aggregate Exercise Price
and any other amounts required to be paid under the Warrant Agreement and
surrendering to the Company a Warrant certificate with the form of election to
purchase the Common Stock, duly completed and signed by the registered holder
or such holder's duly appointed legal representative or by a duly authorized
attorney. Upon surrender of a Warrant certificate for exercise, the Company
will deliver or cause to be delivered, to or upon the written order of the
holder, certificates representing the shares of Common Stock issued upon the
exercise of the Warrants, together with Warrant certificates evidencing any
Warrants not exercised. No fractional shares will be issued upon exercise of
Warrants.

The Warrant Agreement contains certain restrictions on the
transferability of the Warrants. The Warrants may only be transferred upon the
prior notice and consent of the Company and only to (a) one or more of the
other Warrant holders, (b) any corporation, partnership, joint venture or other
entity which is a successor by merger or consolidation to such Warrant holders,
(c) any purchaser of substantially all of the assets of such Warrant holder,
(d) any officer, director, employee, agent of such Warrant holder, (f) the
stockholders or partners of such Warrant holder in the event of a liquidation,
dissolution or winding-up of such Warrant holder or (g) the respective nominees
of any of the foregoing.

Certificates for the Warrants will be exchangeable without a service
charge for similar certificates of different denominations at the office of the
Company. The Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of the Warrant certificates.

The Company has authorized and reserved for issuance such number of
shares of Common Stock as shall be issuable upon the exercise of all
outstanding Warrants. Such shares of Common Stock, when issued, will be validly
issued, fully paid and nonassessable.

PLAN OF DISTRIBUTION

EXCHANGE OF NOTES

The Notes were issued by Sunshine Precious Metals, Inc. and guaranteed
by the Company pursuant to the Regulation S Transaction. The Notes are
exchangeable at any time on and after May 1, 1996 up to (and including) March
21, 2000, unless previously redeemed or purchased and canceled, into shares of
Common Stock of the Company at an initial exchange price of $1.4375 per share
(subject to reset downwards and adjustment in certain circumstances). The
procedure for Exchange of the Notes by the holders thereof is set forth in the
"Terms and Conditions of the Notes" printed on the back of each Note.

At any time following one year after the date of issuance, the Notes
may be exchanged in whole or in part at the option of the Company at their
principal amount, provided that no such exchange may be made unless the Current
Market Price (as defined in the Trust Deed) of the Common Stock for each of 30
consecutive Stock Exchange Business Days (as defined in the Trust Deed) which

7
9
such Current Market Price is available, the last of which occurs not more than
30 calendar days prior to the date upon which notice of exchange is first
published, is at least 150 percent of the Exchange Price (as defined in the
Trust Deed) then in effect. The Company may redeem all the Notes at any time
at their principal amount if any change in United States law results in the
imposition of withholding taxes on payments in respect of the Notes.

SELLING SECURITYHOLDERS

The Warrants and Warrant Common Stock may be offered and sold from
time to time by the Selling Securityholders. Except as set forth in the
Warrant Agreement with respect to the Warrants, the Selling Securityholders
will act independently of the Company in making decisions with respect to the
timing, manner and size of each sale. Such sales may be made on the NYSE market
or in the over-the-counter market, at market prices prevailing at the time of
the sale, at prices related to the then prevailing market price or in
negotiated transactions, including pursuant to an underwritten offering or
pursuant to one or more of the following methods: (i) purchases by a
broker-dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (ii) ordinary brokerage transactions and
transactions in which a broker solicits purchasers; and (iii) block trades in
which a broker-dealer so engaged will attempt to sell the shares as agent but
may take a position and resell a portion of the block as principal to
facilitate the transaction. In effecting sales, broker- dealers engaged by the
Selling Securityholders may arrange for other broker-dealers to participate.
Broker-dealers may receive commissions or discounts from the Selling
Securityholders in amounts to be negotiated immediately prior to the sale.

In connection with the sale of the Warrants and Warrant Common Stock,
underwriters or agents may receive compensation from the Selling
Securityholders or from purchasers of the Warrants or Warrant Common Stock for
whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell the Warrants or Warrant Common Stock to or
through dealers and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they act as agents. Underwriters, dealers and
agents that participate in the distribution of the Warrants or Warrant Common
Stock covered hereby may be deemed to be underwriters, and any discounts or
commissions received by them from the Selling Securityholders and any profit on
the resale of the Warrants and Warrant Common Stock by them may be deemed to be
underwriting discounts and commissions under the Securities Act.

SHARES ELIGIBLE FOR FUTURE SALE

The 32,086,957 shares of Common Stock offered and sold in this
Offering will be freely tradeable without restrictions or further registration
under the Securities Act, except for any such securities owned by an
"affiliate" of the Company as such term is defined under Rule 144. Shares
owned by an "affiliate" of the Company may not be resold in the absence of
registration under the Securities Act unless an exemption from registration is
available, including the exemptions contained in Rules 144 or 144A. This
Prospectus and the Registration Statement on Form S-3 (the "Registration
Statement") of which it is a part do not purport to register the resale of the
shares of Common Stock received upon the Exchange, and therefore any shares
received by an "affiliate" pursuant to an Exchange may not be resold unless an
exemption from registration is available.

In general, under Rule 144 as currently in effect, a person (or
persons whose shares are aggregated) who has beneficially owned his or her
shares for at least two years, including an "affiliate," as that term is
defined below, is entitled to sell, within any three-month period, that number
of shares that does not exceed the greater of 1% of the then outstanding shares
or the average weekly trading volume of the then outstanding shares during the
four calendar weeks preceding each such sale. A person (or persons whose shares
are aggregated) who is not deemed an "affiliate" of the Company, and who has
beneficially owned shares for at least three years, is entitled to sell such
shares under Rule 144 without regard to the volume limitations described above.
As defined in Rule 144, an "affiliate" of an issuer is a person that directly,
or indirectly through the use of one or more intermediaries, controls, or is
controlled by, or is under the common control with, such issuer.

Rule 144A allows the immediate offer and sale by holders of securities
acquired in private placements without meeting the registration requirements of
the Securities Act to "qualified institutional buyers," which are generally
defined as entities that own and invest on a discretionary basis at least $100
million in securities of issuers with whom they are not affiliated. The
exemption from registration afforded by Rule 144A is only available for
securities that were acquired in a private placement; Rule 144A is not
available for transactions in securities that, when issued, were of the same
class of securities listed on a national exchange or quoted on an automated
inter-dealer quotation system. In addition, the holder and the prospective
purchaser of securities acquired in private placements must have the right to
receive from the issuer of such securities certain information concerning the
issuer's business and the issuer's financial statements for the most recent two
years.

The Company is unable to estimate the number of shares that may be
sold in the future by its existing stockholders or the effect, if any, that
sales of shares by such stockholders will have on the market price of the
Common Stock prevailing from time to time. Sales of substantial amounts of
Common Stock by existing stockholders could adversely affect the prevailing
market price.

8
10

LEGAL MATTERS

The validity of the shares of Common Stock and the Warrants offered
hereby will be passed on for the Company by Haynes and Boone, LLP, Dallas,
Texas.

EXPERTS

The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
with the Exchange Act, the Company files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). The
reports, proxy statements and other information can be inspected and copied at
the public reference facilities that the Commission maintains at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661. Copies of these materials can be obtained at prescribed rates
from the Public Reference Section of the Commission at the principal offices of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's
Common Stock is listed for trading on the New York Stock Exchange under the
symbol "SSC". Reports and other information concerning the Company can be
inspected at the offices of such Exchange, 20 Broad Street, New York, New York
10005.

The Company has filed with the Commission the Registration Statement
on Form S-3 under the Securities Act with respect to the Common Stock and the
Warrants to purchase Common Stock. This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in the Prospectus concerning the
contents of any documents referred to herein are not necessarily complete. With
respect to each such document filed with the Commission as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description, and each such statement shall be deemed qualified in its entirety
by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference
in this Prospectus: (i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995; (ii) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; (iii) Prospectus/Proxy on Form S-4 Statement for the Special
Meeting of Stockholders of the Company held on March 29, 1996; (iv) Current
Report on Form 8-K dated March 5, 1996, (v) Current Report on Form 8-K dated
March 22, 1996; (vi) Current Report on Form 8-K dated May 22, 1996; and (vii)
all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the fiscal year ended December 31, 1995.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the completion of the Offering shall be deemed to be incorporated
by reference herein. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed superseded or
modified for purposes of this Prospectus to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference (other than exhibits to such documents which are not specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to the Company, 877 W. Main Street, Suite 600, Boise, Idaho
83702, Attention: John S. Simko, President. Telephone requests may be directed
to John S. Simko, President, at (208) 345-0660.

9
11

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND IF
GIVEN OR MADE SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. 32,086,957 SHARES OF COMMON
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO STOCK AND WARRANTS TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY PURCHASE COMMON STOCK
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT
RELATES OR ANY OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.
SUNSHINE MINING AND
------------------------------
REFINING COMPANY

TABLE OF CONTENTS

PAGE
----
Risk Factors 2
The Company 4 ---------------------------------
Use of Proceeds 4 PROSPECTUS
Selling Securityholders 4 ---------------------------------
Description of Securities 5
Plan of Distribution 7
Shares Eligible for Future Sale 8
Legal Matters 9
Experts 9
Available Information 9
Incorporation of Certain
Documents by Reference 9 June __, 1996

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

10
12
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission Registration Fee $ 16,940

NYSE Listing Fee

Photocopying Expenses

Accounting Fees and Expenses
Legal Fees and Expenses

Blue Sky Fees and Expenses

Fees of Transfer Agent and Registrar

Miscellaneous Expenses

--------
Total $
========

All of the above expenses except the Securities and Exchange
Commission registration fee and the NYSE listing fee listing fee are estimated.
All of such expenses will be borne by the Registrant.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The information set forth pursuant to Item 20 of the Registrant's
Registration Statement on Form S-4 (Registration No. 33-98876) is incorporated
herein.

ITEM 16. EXHIBITS

EXHIBIT NO. EXHIBIT
----------- -------

*4.1 Certificate of Incorporation, filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-98876), which exhibit is incorporated herein by
reference.

*4.2 Amendment to Certificate of Incorporation, filed as Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated May 22, 1996 (File No. 33-98876), which exhibit is
incorporated herein by reference.

*4.3 Bylaws, filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S- 4
(Registration No. 33-98876), which exhibit is incorporated herein by reference.

*4.4 Specimen Common Stock Certificate, filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-63446), which exhibit is incorporated herein by
reference.
**4.5 Trust Deed, dated as of March 21, 1996, between the Registrant, Sunshine Precious Metals,
Inc. and Marine Midland Bank.

**4.6 Form of Note (included in Exhibit 4.5).

***4.7 Warrant Agreement dated as of June 21, 1996, between the Registrant, Rauscher, Pierce &
Clark Limited and HSBC Investment Banking Limited.

***4.8 Form of Warrant Certificate (included in Exhibit 4.7).
***5.1 Opinion of Haynes and Boone, LLP.

***23.1 Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 5.1).

**23.2 Consent of Ernst & Young LLP.

**24.1 Power of Attorney (set forth on signature page hereof).

* Previously filed.
** Filed herewith.
*** To be filed by amendment.

ITEM 17. UNDERTAKINGS

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:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement
(notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar of securities would not exceed that
which was registered) and any deviation from the low
or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if in the
aggregate, the changes in volume and price represents
no more than 20% change in the maximum

II-1
13
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
Registration Statement); and

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.

The undersigned Registrant hereby undertakes that, for the 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
Prospectus 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.

II-2
14
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boise, State of Idaho, on the 21st day of June,
1996.

SUNSHINE MINING AND REFINING COMPANY

By: /s/ John S. Simko
------------------------------------
John S. Simko
President and Chief Executive Officer

POWER OF ATTORNEY

Each individual whose signature appears below hereby constitutes and
appoints John S. Simko as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute, and
file any and all documents relating to this Registration Statement, including
any and all amendments including post-effective amendments), exhibits and
supplements thereto, and requests to accelerate the effectiveness of this
Registration Statement, with any regulatory authority, granting unto said
attorneys and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to all intents and
purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

SIGNATURE TITLE DATE
--------- ----- ----

/s/ John S. Simko Director, President and June 21, 1996
------------------------- Chief Executive Officer
John S. Simko (Principal Executive Officer)

/s/ G. Chris Anderson Director June 21, 1996
-------------------------
G. Chris Andersen

/s/ Daniel D. Jackson Director June 21, 1996
-------------------------
Daniel D. Jackson

/s/ V. Dale Babbitt Director June 21, 1996
-------------------------
V. Dale Babbitt

/s/ William W. Davis Executive Vice President June 21, 1996
------------------------- (Principal Accounting
William W. Davis Officer and Principal
Financial Officer)

/s/ Robert B. Smith, Jr. Director June 21, 1996
-------------------------
Robert B. Smith, Jr.

/s/ Oren G. Shaffer Director June 21, 1996
-------------------------
Oren G. Shaffer

II-3
15
INDEX TO EXHIBITS

EXHIBIT NO. EXHIBIT PAGE
----------- ------- ----

*4.1 Certificate of Incorporation, filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4 (Registration No. 33-98876), which exhibit
is incorporated herein by reference.
*4.2 Amendment to Certificate of Incorporation, filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated May 22, 1996 (File No. 33-
98876), which exhibit is incorporated herein by reference.

*4.3 Bylaws, filed as Exhibit 3.2 to the Registrant's Registration Statement on
Form S-4 (Registration No. 33-98876), which exhibit is incorporated herein by
reference.

*4.4 Specimen Common Stock Certificate, filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-63446), which exhibit
is incorporated herein by reference.

**4.5 Trust Deed, dated as of March 21, 1996, between the Registrant, Sunshine
Precious Metals, Inc. and Marine Midland Bank.
**4.6 Form of Note (included in Exhibit 4.5).

***4.7 Warrant Agreement dated as of June 21, 1996, between the Registrant,
Rauscher, Pierce & Clark Limited and HSBC Investment Banking Limited.

***4.8 Form of Warrant Certificate (included in Exhibit 4.7).

***5.1 Opinion of Haynes and Boone, LLP.
***23.1 Consent of Haynes and Boone, LLP (included in the opinion filed as
Exhibit 5.1).

**23.2 Consent of Ernst & Young LLP.

**24.1 Power of Attorney (set forth on signature page hereof).

_______________

* Previously filed.
** Filed herewith.
*** To be filed by amendment.

II-4