S-3

As filed with the Securities and Exchange Commission on July 1, 2005

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________

Hecla Mining Company

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

82-0126240

(I.R.S. Employer Identification No.)

6500 North Mineral Drive
Suite 200
Coeur d'Alene, Idaho 83815-9408
(208) 769-4100

(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)

Lewis E. Walde,	with copies to:
Vice President, Chief Financial Officer	John H. Bitner
Hecla Mining Company	Bell Boyd & Lloyd LLC
6500 North Mineral Drive	70 W. Madison Street
Suite 200	Suite 3100
Coeur d’Alene, Idaho	Chicago, Illinois
83815-9408	60602
(208) 769-4100	(312) 372-1121
(Name, address, including zip code, and telephone number, including area code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   o

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.   o

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.   o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.   o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)(7)	Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, $0.25 par value,
per share and Associated Rights to
Purchase Series A Junior
Participating Preferred Stock (3)
Preferred Stock, $0.25 par value (4)
Warrants (5)
Debt Securities (6)
Total	$ 275,000,000.00		$ 275,000,000.00	$32,367.50 (7)

(1)    In no event will the aggregate maximum offering price of all securities offered and sold pursuant to this registration statement exceed $275,000,000 or its equivalent in one or more foreign currencies, foreign currency units or composite currencies. The securities which may be offered pursuant to this registration statement, include, pursuant to Rule 416 of the Securities Act of 1933, as amended, such additional number of common shares of the Registrant that may become issuable as a result of any stock split, stock dividends or similar event.

(2)    The proposed maximum offering price per unit has been omitted pursuant to Instruction II.D. of Form S-3 and will be determined, from time to time, by the Registrant in connection with the issuance of the securities registered hereunder.

(3)    Subject to footnote (1), there is being registered hereunder an indeterminate number of shares of common stock, subject to limitations on the number of shares authorized by the Registrant’s certificate of incorporation, as amended from time to time, as may be sold, from time to time, by the Registrant. The common stock being registered includes shares issuable upon exercise of warrants or upon conversion of any convertible preferred stock or debt security, as may be sold, from time to time, by the Registrant. Each share of Hecla common stock is accompanied by a Series A Junior Participating Preferred Stock purchase right that trades with the share of common stock. The value attributed to those rights, if any, is reflected in the market price of Hecla common stock. Prior to the occurrence of certain events, none of which has occurred at this date, the rights will not be exercisable or evidenced separately from the Hecla common stock.

(4)    Subject to footnote (1), there is being registered hereunder an indeterminate number of shares of preferred stock as may be sold, from time to time, by the Registrant. There is also being registered hereunder an indeterminate number of shares of preferred stock that may be issued upon exercise of warrants hereunder.

(5)    Subject to footnote (1), there is being registered hereunder an indeterminate number of warrants as may be sold, from time to time, by the Registrant.

(6)    Subject to footnote (1), there is being registered hereunder an indeterminate number of debt securities as may be sold, from time to time, by the Registrant. There is also being registered hereunder an indeterminate number of debt securities that may be issued upon exercise of warrants hereunder.

(7)    The registration fee has been calculated on the basis of the maximum aggregate offering price and the number of securities being registered has been omitted pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended.

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 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. We may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated July 1, 2005

PROSPECTUS

$275,000,000

HECLA MINING COMPANY

Common Stock, Preferred Stock, Debt Securities
and
Warrants to Purchase the Above Securities

This prospectus relates to up to $275,000,000 of common stock, preferred stock, debt securities and warrants that Hecla Mining Company (together with its subsidiaries, “Hecla,” “we,” “us,” or “our company”) may offer and sell from time to time in one or more transactions. This prospectus provides a general description of the securities we may offer. Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered that may add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and the documents incorporated by reference herein before investing in our securities. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement.

Our common stock is traded on the New York Stock Exchange under the trading symbol “HL.” Our Series B Cumulative Convertible Preferred Stock is traded on the New York Stock Exchange under the trading symbol “HL-PrB.”

The securities offered in this prospectus involve a high degree of risk. You should carefully consider the matters set forth in “Risk Factors” beginning on page 3 of this prospectus in determining whether to purchase our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 1, 2005.

Table of Contents

About This Prospectus	1
Where You Can Find More Information	1
Documents Incorporated by Reference	2
Forward Looking Statements	2
Risk Factors	3
Hecla Mining Company	20
Recent Developments	21
Use of Proceeds	21
Ratio of Earnings to Fixed Charges	22
Description of Capital Stock	22
Description of Debt Securities	25
Description of Warrants	29
Plan of Distribution	30
Legal Matters	31
Experts	31

About This Prospectus

This prospectus is part of a registration statement we filed with the SEC using a “shelf” registration process. The shelf process allows us to sell or otherwise offer any combination of the securities described in this prospectus at one or more times. The aggregate offering prices of all securities that may be sold under this prospectus will not exceed $275,000,000. All references to “dollars” or “$” in this prospectus refer to United States currency unless otherwise specified.

We may sell these securities either separately or in units. We may issue debt securities convertible into shares of our common stock or preferred stock. The preferred stock issued may also be convertible into shares of our common stock or another series of preferred stock. This prospectus provides a general description of the securities that may be offered. Each time we sell securities pursuant to this prospectus, we will describe in a prospectus supplement, which we will deliver with this prospectus, specific information about the offering and the terms of the particular securities offered. In each prospectus supplement we will include the following information:

• the type and amount of securities that we propose to sell;

• the public offering price of the securities;

• the names of any underwriters or agents through or to which we will sell the securities;

• any compensation of those underwriters or agents; and

• information about any securities exchanges or automated quotation systems on which the securities will be listed or traded.

In addition, the prospectus supplement may also add, update or change the information contained in this prospectus.

You should rely only on information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. If anyone gives you any information of this sort you should not rely on it.

We are not making an offer of these securities in any jurisdiction where the offering is not permitted.

You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus or the dates of the documents incorporated by reference.

Where You Can Find More Information

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file annual, quarterly and periodic reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings may be found on our website at www.hecla-mining.com. The SEC also maintains a web site (http://www.sec.gov) on which our reports, proxy statements and other information are made available. Such reports, proxy statements and other information may also be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Our common stock and our Series B Cumulative Convertible Preferred Stock are listed on the New York Stock Exchange (“NYSE”) and, as a result, we also file our reports, proxy statements and other information with the NYSE.

We have filed with the SEC a Registration Statement on Form S-3, under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered by this prospectus. This prospectus, which constitutes part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. Reference is hereby made to the Registration Statement and the exhibits to the Registration Statement for further information with respect to our company and the securities offered pursuant to this prospectus.

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Documents Incorporated by Reference

The SEC allows us to “incorporate by reference” our publicly filed reports into this prospectus, which means that information included in those reports is considered part of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically update and supercede the information contained in this prospectus and in prior reports. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the securities offered pursuant to this prospectus have been sold. Unless expressly incorporated into this prospectus, a report, or part of a report, furnished, but not filed, on Form 8-K under the Exchange Act shall not be incorporated by reference into this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superceded for purposes of this prospectus 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 supercedes such statement. Any such statement so modified or superceded shall not be deemed to constitute a part of this prospectus except as modified or superceded.

The following documents filed with the SEC are incorporated by reference in this prospectus:

1.    Our Annual Report on Form 10-K for the year ended December 31, 2004, as amended by Form 10-K/A-1 on June 21, 2005;

2.    Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, as amended by Form 10-Q/A-1 on June 24, 2005;

3.    Our Current Reports on Form 8-K, filed February 4, 2005, February 22, 2005, March 2, 2005, May 4, 2005 and May 12, 2005;

4.    Our Report on Form 10-Q/A filed March 15, 2005 for the period ended June 30, 2003 and our Report on Form 10-Q/A filed March 16, 2005 for the period ended March 31, 2004; and

5.    Our Registration Statement on Form 8-B, filed May 6, 1983, which contains a description of our capital stock.

This prospectus incorporates business and financial information about us that is not included in or delivered with the document. The information relating to us contained in this prospectus is not comprehensive and should be read together with the information contained in the incorporated documents. Descriptions contained in the incorporated documents as to the contents of any contract or other document may not contain all of the information that is of interest to you. You should refer to the copy of such contract or other document filed as an exhibit to our filings.

We will furnish without charge to you, on written or oral request, a copy of any or all of the above documents, other than exhibits to such documents that are not specifically incorporated by reference therein. You should direct any requests for documents to our principal executive offices at Investor Relations, Hecla Mining Company, 6500 North Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408, (208) 769-4100.

Forward Looking Statements

This prospectus includes forward-looking statements that reflect our current expectations and projections about our future results, performance, prospects, and opportunities. Forward-looking statements in this prospectus (including information incorporated by reference) are intended to be covered by the safe harbor provided under Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act, as amended. We have tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “forecast,” and similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of risks, uncertainties, and other factors that could cause our actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties, and other factors include, but are not limited to:

• metals prices and price volatility;

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• amount of metals production;

• costs of production;

• mining risks and hazards;

• risks inherent in foreign operations;

• remediation, reclamation, and environmental costs;

• regulatory matters;

• the results or settlements of pending litigation;

• cash flow;

• currency fluctuations;

• employee relations;

• reserve estimates;

• the nature and availability of financing; and

• project development risks.

See “Risk Factors” for a description of these and other factors. Other matters, including unanticipated events and conditions, also may cause our actual future results to differ materially from these forward-looking statements. Projections have been prepared based on internal budgets and assumptions that we believe to be reasonable, but not in accordance with accounting principles generally accepted in the United States of America or any guidelines of the SEC. Actual results may vary, perhaps materially. We cannot assure you that our expectations will prove to be correct. In addition, all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements mentioned above. You should not place undue reliance on these forward-looking statements. All of these forward-looking statements are based on our expectations as of the date of this prospectus. Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Risk Factors

An investment in our securities involves a high degree of risk. You should consider the following discussion of risks in addition to the other information in this prospectus before purchasing any of our securities. In addition to historical information, the information in this prospectus contains forward-looking statements about our future business and performance. Our actual operating results and financial performance may be very different from what we expect as of the date of this prospectus. The risks below address some of the factors that may affect our future operating results and financial performance.

The following risks and uncertainties, together with the other information set forth in this prospectus, should be carefully considered by current and future investors in our securities. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of our common and/or preferred stock.

Although we had gross profit in 2004, 2003 and 2002, and net income in 2002, we had a net loss in each of 2004 and 2003 and there can be no assurance that our operations will be profitable in the future.

For the years ended December 31, 2004, 2003 and 2002, we reported gross profits of $37.4 million, $35.0 million and $23.7 million, respectively, primarily due to increased production of silver and gold and higher metals prices. In 2004 and 2003, we reported net losses of $6.1 million and $6.0 million, respectively, primarily due to non-cash provisions for future environmental and reclamation costs ($9.2 million and $23.1 million, respectively) and increases in exploration expenditures ($6.4 million and $4.4 million, respectively) and increased pre-development expenditures ($2.8 million and $0.7 million, respectively). In 2002, we reported net income of $8.6 million.

Many of the factors affecting our operating results are beyond our control, including gold, silver, zinc and lead prices, expectations with respect to the rate of inflation, the relative strength of the United States dollar and certain other currencies, interest rates, global or regional political or economic policies, developments, and crises, global or regional demand, governmental regulations, smelter operations and costs, continuity of orebodies, speculation and sales by central banks and other holders and producers of gold and silver in response to these factors. We cannot foresee whether our operations will continue to generate sufficient revenue in order for us to generate net cash

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provided from operating activities. While silver and gold prices have improved during the last three years and the prices of lead and zinc have improved during the last two years, there can be no assurance such prices will continue at or above current levels.

We are currently involved in ongoing litigation that may adversely affect us.

There are several ongoing lawsuits in which we are involved. If any of these cases result in a substantial monetary judgment against us, is settled on unfavorable terms, or impacts our future operations, our results of operations, financial condition and cash flows could be materially adversely affected. For example, we may ultimately incur environmental remediation costs substantially in excess of the amounts we have accrued and the plaintiffs in environmental proceedings may be awarded substantial damages (which costs and damages we may not be able to recover from our insurers).

Bunker Hill Superfund Site

In 1994, we, as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), entered into a consent decree with the Environmental Protection Agency (“EPA”) and the State of Idaho, concerning environmental remediation obligations at the Bunker Hill Superfund site located in the Kellogg, Idaho area. The 1994 Consent Decree (the “1994 Decree”) settled our response-cost responsibility under CERCLA at the Bunker Hill 21-square mile site. In August 2000, Sunshine Mining and Refining Company, which was also a party to the 1994 Decree, filed for Chapter 11 bankruptcy and in January 2001, the Federal District Court approved a new Consent Decree between Sunshine, the U.S. Government and the Coeur d’Alene Indian Tribe which settled Sunshine’s environmental liabilities in the Coeur d’Alene Basin lawsuits described below and released Sunshine from further obligations under the 1994 Decree.

In response to a request by us and ASARCO Incorporated, the United States Federal District Court in Idaho, having jurisdiction over the 1994 Decree, issued an Order in September 2001 that the 1994 Decree should be modified in light of a significant change in factual circumstances not reasonably anticipated by the mining companies at the time they signed the 1994 Decree. In its Order, the Court reserved the final ruling on the appropriate modification to the 1994 Decree until after the issuance by the EPA of a Record of Decision (“ROD”) on the Basin-wide Remedial Investigation/Feasibility Study.

The EPA issued the ROD on the Basin in September 2002, proposing a $359 million Basin clean-up plan to be implemented over 30 years. The ROD also establishes a review process at the end of the 30-year period to determine if further remediation would be appropriate. Based on the 2001 Order issued by the Court, in April 2003, we requested the Court release Hecla and ASARCO from future work under the 1994 Decree within the Bunker Hill site. On November 18, 2003, the Idaho Federal District Court issued its order on ASARCO’s and our request for final relief on the motion to modify the 1994 Decree. The Court held that we and ASARCO were entitled to a reduction of $7.0 million from the remaining work or costs under the 1994 Decree. Pursuant to the Court’s order, the parties to the 1994 Decree have negotiated an agreement for crediting this reduction against the government’s past cost claims and future work and payments under the 1994 Decree. In January 2004, both the United States and the State of Idaho filed notice of their appeal of the Federal District Court’s order modifying the 1994 Consent Decree.

On February 2, 2003, ASARCO entered into a Consent Decree with the United States relating to a transfer of certain assets to its parent corporation, Grupo Mexico, S.A. de C.V. The Consent Decree also addresses ASARCO’s environmental liabilities on a number of sites in the United States, including the Bunker Hill site. The provisions of the Consent Decree could limit ASARCO’s annual obligation at the Bunker Hill site through 2005.

As of December 31, 2004, we have estimated and accrued a liability for remedial activity costs at the Bunker Hill site of $4.5 million, which are anticipated to be made over the next three to four years. Although we believe the accrual is adequate based upon our current estimates of aggregate costs, it is reasonably possible that our estimate may change in the future due to the assumptions and estimates inherent in the accrual.

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Coeur d’Alene River Basin Environmental Claims

Coeur d’Alene Indian Tribe Claims

In July 1991, the Coeur d’Alene Indian Tribe brought a lawsuit, under CERCLA, in Idaho Federal District Court against us, ASARCO and a number of other mining companies asserting claims for damages to natural resources downstream from the Bunker Hill site over which the Tribe alleges some ownership or control. The Tribe’s natural resource damage litigation has been consolidated with the United States’ litigation described below. Because of various bankruptcies and settlements of other defendants, we are the only remaining defendant in the Tribe’s Natural Resource Damages case.

U.S. Government Claims

In March 1996, the United States filed a lawsuit in Idaho Federal District Court against certain mining companies that conducted historic mining operations in the Silver Valley of northern Idaho, including us. The lawsuit asserts claims under CERCLA and the Clean Water Act and seeks recovery for alleged damages to or loss of natural resources located in the Coeur d’Alene River Basin in northern Idaho for which the United States asserts it is the trustee under CERCLA. The lawsuit claims that the defendants’ historic mining activity resulted in releases of hazardous substances and damaged natural resources within the Basin. The suit also seeks declaratory relief that we and other defendants are jointly and severally liable for response costs under CERCLA for historic mining impacts in the Basin outside the Bunker Hill site. We have asserted a number of defenses to the United States’ claims.

As discussed above, in May 1998, the EPA announced that it had commenced a Remedial Investigation/Feasibility Study under CERCLA for the entire Basin, including Lake Coeur d’Alene, in support of its response cost claims asserted in its March 1996 lawsuit. In October 2001, the EPA issued its proposed clean-up plan for the Basin. The EPA issued the ROD on the Basin in September 2002, proposing a $359 million Basin clean-up plan to be implemented over 30 years. The ROD also establishes a review process at the end of the 30-year period to determine if further remediation would be appropriate.

During 2000 and into 2001, we were involved in settlement negotiations with representatives of the U.S. Government and the Coeur d’Alene Indian Tribe. We also participated with certain of the other defendants in the litigation in a State of Idaho-led settlement effort. In August 2001, we entered into a now terminated Agreement in Principle with the United States and the State of Idaho to settle the governments’ claims for natural resource damages and clean-up costs related to the historic mining practices in the Coeur d’Alene Basin in northern Idaho. In August 2002, because the parties were making no progress toward a final settlement under the terms of the Agreement in Principle, the United States, the State of Idaho and we agreed to discontinue utilizing the Agreement in Principle as a settlement vehicle. However, we may participate in further settlement negotiations with the United States, the State of Idaho and the Coeur d’Alene Indian Tribe in the future.

The first phase of the trial commenced on the consolidated Coeur d’Alene Indian Tribe’s and the United States’ claims in January 2001, and was concluded in July 2001. The first phase of the trial addressed the extent of liability, if any, of the defendants and the allocation of liability among the defendants and others, including the U.S. Government. In September 2003, the Court issued its Phase I ruling, holding that we have some liability for Coeur d’Alene Basin environmental conditions. The Court refused to hold the defendants jointly and severally liable for historic tailings releases and instead allocated a 31% share of liability to us for impacts resulting from these releases. The portion of damages, past costs and clean-up costs to which this 31% applies, other cost allocations applicable to us and the Court’s determination of an appropriate clean-up plan will be addressed in the Phase II trial. The Court also left for the Phase II trial issues on the deference, if any, to be afforded the Government’s clean-up plan. The Court has scheduled the second phase of the trial to begin during January, 2006.

The Court also found that while certain Basin natural resources had been injured, “there has been an exaggerated overstatement” by the plaintiffs of Basin environmental conditions and the mining impact. The Court also significantly limited the scope of the trustee plaintiffs’ resource trusteeship and will require proof in the Phase II trial of the trustees’ percentage of trusteeship in co-managed resources. The U.S. Government and the Coeur d’Alene Tribe are re-evaluating their claims for natural resource damages for the Phase II trial. Although we believe, because of the actions of the Court described above, we have limited liability for natural resource damages, such

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claims may be in the range of $2.0 billion and $3.4 billion. Because of a number of factors relating to the quality and uncertainty of the U.S. Government’s and Tribe’s natural resources damage claims, we are currently unable to estimate any liability or range of liability for these claims.

In expert reports exchanged with the defendants in August and September 2004, the U.S. Government claimed to have incurred approximately $87 million for past environmental study, remediation and legal costs associated with the Coeur d’Alene Basin for which it is alleging it is entitled to reimbursement in the Phase II trial. A portion of these costs is also included in the work to be done under the ROD. With respect to the U.S. Government’s past cost claims, we have determined a potential range of liability between $5.6 million and $13.6 million, with no amount in the range being more likely than any other amount. At September 30, 2004, we recorded an accrual for the U.S. Government past cost claim of $5.6 million.

The Phase II trial has been scheduled by the court to begin in January, 2006. Two of the defendant mining companies, Coeur d’Alene Mines Corporation and Sunshine Mining and Refining Company, settled their liabilities under the litigation during the first quarter of 2001. We and ASARCO are the only defendants remaining in the United States’ litigation.

Although the U.S. Government has previously issued its ROD proposing a clean-up plan totaling approximately $359 million and the U.S. Government’s past cost claim is $87 million, based upon the Court’s prior orders, including its September 2003 order and other factors and issues to be addressed by the Court in the Phase II trial, we currently estimate, including the September 2004 accrual of $5.6 million for past response costs, the range of our potential liability for both past costs and remediation (but not natural resource damages as discussed above) in the Basin to be $23.6 million to $72.0 million, with no amount in the range being more likely than any other number at this time. Based upon generally accepted accounting principles, we have accrued the minimum liability within this range, which at December 31, 2004, was $23.6 million. It is reasonably possible that our ability to estimate what, if any, additional liability we may have relating to the Coeur d’Alene Basin may change in the future depending on a number of factors, including information obtained or developed by us prior to the Phase II trial, any interim court determinations and the outcome of the Phase II trial.

Class Action Litigation

On January 7, 2002, a class action complaint was filed in the Idaho District Court, County of Kootenai, against several corporate defendants, including Hecla. We were served with the complaint on January 29, 2002. The complaint seeks certification of three plaintiff classes of Coeur d’Alene Basin residents and current and former property owners to pursue three types of relief: various medical monitoring programs, real property remediation and restoration programs, and damages for diminution in property value, plus other damages and costs they allege resulted from historic mining and transportation practices of the defendants in the Coeur d’Alene Basin. On August 18, 2004, the District Court of Kootenai County issued its Opinion and Order with respect to a number of Summary Judgment Motions filed by the defendants in the litigation. In the Order, the Judge dismissed all of the plaintiff’s claims against the defendants, asserting that in each case the applicable statute of limitations had been exceeded prior to filing the lawsuit. The Court held that Hecla Mining Company had completely ceased discharging mill tailings into the South Fork of the Coeur d’Alene River in 1968 and that all mill tailings were deposited on lands within ten years of that date or by 1978. The Court stated that the action was brought in 2002, and the four-year statute of limitations had expired. Therefore, the Court held that the lawsuit against us was time barred. In September 2004, the plaintiffs filed a Notice of Appeal, appealing the District Court’s dismissal decision to the Idaho Supreme Court. On December 13, 2004 the Idaho Supreme Court, pursuant to a stipulation among the parties, dismissed the appeal and ordered each party to bear its own costs and attorney fees.

Insurance Coverage Litigation

In 1991, we initiated litigation in the Idaho District Court, County of Kootenai, against a number of insurance companies that provided comprehensive general liability insurance coverage to us and our predecessors. We believe the insurance companies have a duty to defend and indemnify us under their policies of insurance for all liabilities and claims asserted against us by the EPA and the Tribe under CERCLA related to the Bunker Hill site and the Coeur d’Alene Basin in northern Idaho. In 1992, the Idaho State District Court ruled that the primary insurance companies had a duty to defend us in the Tribe’s lawsuit. During 1995 and 1996, we entered into settlement

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agreements with a number of the insurance carriers named in the litigation. We have received a total of approximately $7.2 million under the terms of the settlement agreements. Thirty percent of these settlements were paid to the EPA to reimburse the U.S. Government for past costs under the 1994 Decree. Litigation is still pending against one insurer with trial suspended until the underlying environmental claims against us are resolved or settled. The remaining insurer in the litigation, along with a second insurer not named in the litigation, is providing us with a partial defense in all Basin environmental litigation. As of December 31, 2004, we have not reduced our accrual or recorded a receivable for reclamation and closure costs to reflect the receipt of any potential insurance proceeds.

Independence Lead Mines Litigation

In March 2002, Independence Lead Mines Company (“Independence”), the holder of a net 18.52% interest in the Gold Hunter or DIA unitized area of the Lucky Friday unit, notified us of certain alleged defaults by us under the 1968 lease agreement between the unit owners (Independence and us under the terms of the 1968 DIA Unitization Agreement) as lessors and defaults by us as lessee and operator of the properties. We are a net 81.48% interest holder under these Agreements. Independence alleged that we violated the “prudent operator obligations” implied under the lease by undertaking the Gold Hunter project and violated certain other provisions of the Agreement with respect to milling equipment and calculating net profits and losses. Under the lease agreement, we have the exclusive right to manage, control and operate the DIA properties, and our decisions with respect to the character of work are final. In June 2002, Independence filed a lawsuit in Idaho State District Court seeking termination of the lease agreement and requesting unspecified damages. Trial of the case occurred from March 23 through April 1, 2004. On July 19, 2004, the Court issued a decision that found in our favor on all issues and subsequently awarded us approximately $0.1 million in attorney fees and certain costs, which Independence has paid. On August 10, 2004, Independence filed its Notice of Appeal that is currently pending before the Supreme Court of Idaho. We believe that we have complied in all material respects with all of our obligations under the 1968 lease agreement, and intend to continue defending our right to operate the property under the lease agreement.

Nevada Litigation – Hollister Development Project

In April 2005, Hecla and our wholly owned subsidiary, Hecla Ventures Corporation, filed a lawsuit in Elko County, Nevada against our co-participants, Great Basin Gold Ltd. and Rodeo Creek Gold Inc., to resolve contractual disagreements involving our Earn-In Agreement (“Agreement”) dated August 2, 2002, for the Hollister Development Project located in northern Nevada. Under the agreement, we can earn a fifty percent (50%) participating interest by completing the first stage of a two-stage exploration and development project with total estimated expenditures of $21.8 million and either completing stage two or funding the second stage by making a payment of $21.8 million less expenditures incurred during stage one. The lawsuit seeks a declaration of our rights that: 1) the operative program and budget is the 2004-05 Program and Budget rather than the initial program and budget prepared as part of the agreement; 2) the term of the agreement should be extended for at least six months because we were unable to access an area of the site owned by a third party that delayed commencement of ground activities for several months; and 3) all costs incurred and to be incurred under the 2004-05 Program and Budget reduce dollar-for-dollar the $21.8 million required to vest our participating interest in the project.

Although there can be no assurance as to the course of and outcome of this proceeding, we believe the lawsuit will not adversely affect progress on the project and an adverse ruling will not have a material adverse effect on our financial condition.

Citizens Suit Litigation

On May 5, 2005, the Wason Ranch Corporation filed a complaint in federal district court in Denver, Colorado against Hecla Mining Company, Barrick Goldstrike Mines Inc., Chevron USA Inc. and Chevron Resources Company (collectively “Defendants”) for alleged violations of two federal environmental statutes, the Resource Conservation and Recovery Act (RCRA) and the Clean Water Act (CWA). The complaint alleges that the Defendants are past and present owners and operators of mines and associated facilities located in Mineral County near Creede, Colorado and such operations have released pollutants into the environment in violation of the RCRA and CWA. The lawsuit seeks injunctive relief to abate the alleged harm and an unspecified amount of civil penalties for the alleged violations. We intend to vigorously defend the lawsuit.

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Mexico Litigation

In Mexico, our wholly owned subsidiary, Minera Hecla, S.A. de C.V., was involved in litigation in Mexico City concerning a lien on certain major components of the Velardeña mill that predated the sale of the mill to Minera Hecla. At the time of the purchase, the lien amount was believed to be approximately $590,000, which was deposited by the prior owner of the mill with the Court. In January 2003, Minera Hecla deposited $145,000, which represented the amount of accrued interest since the date of sale, and the Court in Mexico City canceled the lien. In September 2003, the lien holder filed the last in a series of unsuccessful appeals before a federal appeals court in Mexico City. In February 2004, the federal appeals court in Mexico City upheld the lower court decisions that the lien had been canceled. We believe that the lien has been fully satisfied and the lien holder has exhausted all appeals.

Minera Hecla is also involved in other litigation in state and federal courts located within the State of Durango, Mexico, concerning the Velardeña mill. In October 2003, representatives from Minera William, S.A. de C.V. (an affiliate of the prior owner of the Velardeña mill and subsidiary of ECU Silver Mining, a Canadian company) presented to Minera Hecla court documents from a state court in Durango, Mexico, that purported to award custody of the mill to Minera William to satisfy an alleged unpaid debt by the prior owner. Minera Hecla was not a party to and did not have any notice of the legal proceeding in Durango. In October 2003, Minera Hecla obtained a temporary restraining order from a federal court in Durango to preserve our possession of the mill. In February 2004, Minera Hecla obtained a permanent restraining order that prohibits further interference with our operation and possession of the mill. Minera William appealed that decision and on March 8, 2005 the Federal Court of Appeals in the City and State of Durango upheld the lower court decision in favor of the Company. We believe the claim of Minera William is without merit and it has no right to any portion of the Velardeña mill. We intend to zealously defend our ownership interest.

The court proceedings discussed above do not affect Minera Hecla’s San Sebastian mine, located approximately 65 miles from the Velardeña mill. The above-mentioned dispute could result in future disruption of operations at the Velardeña mill. Although there can be no assurance as to the outcome of these proceedings, we believe an adverse ruling will not have a material adverse effect on our financial condition.

Venezuela Litigation

In February 2004, the Venezuelan National Guard impounded a shipment of approximately 5,000 ounces of gold dore produced from the La Camorra unit, which is owned and operated by our wholly owned subsidiary, Minera Hecla Venezolana, C.A. (“MHV”). The impoundment was allegedly made due to irregularities in documentation that accompanied the shipment. That shipment was stored at the Central Bank of Venezuela. In March 2004, we filed with the Superior Tax Court in Bolivar City, State of Bolivar an injunction action against the National Guard to release the impounded gold dore. In April 2004, that Court granted our request for an injunction, but conditioned release of the gold pending resolution of an unrelated matter (described in the following paragraph) involving the Venezuelan tax authority (“SENIAT”) that was proceeding in the Superior Tax Court in Caracas. In June 2004, the Superior Tax Court in Caracas ordered return of the impounded gold to Hecla. Although we encountered difficulties, delays, and costs in enforcing such order, the impounded gold was returned to us in July 2004 and was shipped to our refiner for further processing and sale by us. All subsequent shipments of gold dore have been exported without intervention by Venezuelan government authorities, but there can be no assurance that such impoundments may not occur in the future or, that, if such were to occur, they would be resolved in a similar manner or time frame or upon acceptable conditions or costs.

MHV is also involved in litigation in Venezuela with SENIAT concerning alleged unpaid tax liabilities that predate our purchase of the La Camorra unit from Monarch Resources (“Monarch”) in 1999. Pursuant to our Purchase Agreement, Monarch has assumed defense of and responsibility a pending tax case in the Superior Tax Court in Caracas. In April 2004, SENIAT filed with the Third Superior Tax Court in Bolivar City, State of Bolivar an embargo action against all of MHV’s assets in Venezuela to secure the alleged unpaid tax liabilities. In order to prevent the embargo, in April 2004, MHV made a cash deposit with the Court of approximately $4.3 million. In June 2004, the Superior Tax Court in Caracas ordered suspension and revocation of the embargo action filed by the SENIAT. Although we believe the cash deposit will continue to prevent any further action by SENIAT with respect to the embargo, there can be no assurances as to the outcome of this proceeding. If the tax court in Caracas or an

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appellate court were to subsequently award SENIAT its entire requested embargo, it could disrupt our operations in Venezuela and have a material adverse effect on our financial condition.

Other Litigation

We are subject to other legal proceedings and claims not disclosed above which have arisen in the ordinary course of our business and have not been finally adjudicated. Although there can be no assurance as to the ultimate disposition of these other matters, it is the opinion of our management that the outcome of these other proceedings will not have a material adverse effect on our financial condition.

Our earnings may be affected by metals price volatility.

The majority of our revenue is derived from the sale of silver, gold, lead and zinc and, as a result, our earnings are directly related to the prices of these metals. Silver, gold, lead and zinc prices fluctuate widely and are affected by numerous factors including expectations for inflation; speculative activities; relative exchange rates of the U.S. dollar; global and regional demand and production; political and economic conditions; and production costs in major producing regions. Our earnings are also affected by contract terms we established at inception of the contract with custom smelters to which we sell our product concentrates.

These factors are beyond our control and are impossible for us to predict. If the market prices for these metals fall below our cash and development costs to produce them for a sustained period of time, we will experience losses and may have to discontinue development or mining at one or more of our properties. In addition, if prices fall below our total costs, we may face asset write-downs.

In the past, we have used limited hedging techniques to reduce our exposure to price volatility, but we may not be able to do so in the future. See “Our hedging activities could expose us to losses.”

The following table sets forth the average daily closing prices of the following metals for 1985, 1990, 1995, 2000 and each year thereafter through 2005.

	1985	1990	1995	2000	2001	2002	2003	2004	2005*
Silver (1)	$    6.14	$    4.82	$    5.19	$    5.00	$    4.36	$    4.63	$    4.91	$    6.69	$    7.04
(per oz.)
Gold (2)	317.26	383.46	384.16	279.03	272.00	309.97	363.51	409.21	426.56
(per oz.)
Lead (3)	0.18	0.37	0.29	0.21	0.22	0.21	0.23	0.40	0.45
(per lb.)
Zinc (4)	0.36	0.69	0.47	0.51	0.40	0.35	0.38	0.48	0.59
(per lb.)

_________________

(1)    Handy & Harman
(2)    London Final
(3)    London Metals Exchange — Cash
(4)    London Metals Exchange — Special High Grade – Cash

* Through May 31, 2005.

On June 28, 2005, the closing prices for silver, gold, lead and zinc were $7.16 per ounce, $437.00 per ounce, $0.44 per pound and $0.55 per pound, respectively.

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Our operations may be adversely affected by risks and hazards associated with the mining industry.

Our business is subject to a number of risks and hazards including:

• environmental hazards;

• political and country risks;

• civil unrest or terrorism;

• industrial accidents;

• labor disputes;

• unusual or unexpected geologic formations;

• cave-ins;

• explosive rock failures; and

• flooding and periodic interruptions due to inclement or hazardous weather conditions.

Such risks could result in:

• damage to or destruction of mineral properties or producing facilities;

• personal injury or fatalities;

• environmental damage;

• delays in mining;

• monetary losses; and

• legal liability.

For some of these risks, we maintain insurance to protect against these losses at levels consistent with our historical experience and industry practice. However, we may not be able to maintain this insurance, particularly if there is a significant increase in the cost of premiums. Insurance against environmental risks is generally either unavailable or too expensive for us and other companies in our industry, and, therefore, we do not maintain environmental insurance. To the extent we are subject to environmental liabilities, we would have to pay for these liabilities. Moreover, in the event that we are unable to fully pay for the cost of remedying an environmental problem, we might be required to suspend operations or enter into other interim compliance measures.

Our foreign operations, including our operations in Venezuela and Mexico, are subject to additional inherent risks.

We currently conduct significant mining operations and exploration projects in Venezuela and Mexico. We anticipate that we will continue to conduct significant operations in these and possibly other international locations in the future. Because we conduct operations internationally, we are subject to political and economic risks such as:

• the effects of local political, labor and economic developments and unrest;

• significant or abrupt changes in the applicable regulatory or legal climate;

• exchange controls and export or sale restrictions;

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• currency fluctuations and repatriation restrictions;

• invalidation of governmental orders, permits, or agreements;

• corruption, demands for improper payments, expropriation, and uncertain legal enforcement and physical security;

• fuel or other shortages;

• taxation and laws or policies of foreign countries and the United States affecting trade, investment and taxation; and

• civil disturbances, war, and terrorist actions.

Consequently, our exploration, development and production activities outside of the United States may be substantially affected by factors beyond our control, any of which could materially adversely affect our financial position or results of operations.

We have recorded value added taxes paid in Venezuela and Mexico as recoverable assets because under local laws, the taxes paid are recoverable for exporters. At December 31, 2004, value added tax receivables totaled $7.4 million in Venezuela (net of a reserve for anticipated discounts totaling $1.9 million) and $2.2 million in Mexico. Management periodically evaluates the recoverability of these receivables and establishes a reserve for uncollectibility, if warranted. It is possible we will not recover the full amount owed to us by the Venezuelan and Mexican tax authorities.

In February 2005, Venezuela’s Basic Industries Minister announced that Venezuela will review all foreign investments in non-oil basic industries, including gold projects, to maximize technological and developmental benefits and align investments with the current administration’s social agenda. He indicated Venezuela is seeking transfers of new technology, technical training and assistance, job growth, greater national content, and creation of local downstream industries and that the transformation would require a fundamental change in economic relations with major multinational companies.

In February 2004, the Venezuelan National Guard impounded a shipment of approximately 5,000 ounces of gold dore produced from the La Camorra unit, which is owned and operated by our wholly owned subsidiary, Minera Hecla Venezolana, C.A. (“MHV”). The impoundment was allegedly made due to irregularities in documentation that accompanied the shipment. The shipment was stored at the Central Bank of Venezuela. In March 2004, we filed with the Superior Tax Court in Bolivar City, State of Bolivar an injunction action against the National Guard to release the impounded gold dore. In April 2004, that Court granted our request for an injunction, but conditioned release of the gold pending resolution of an unrelated matter (described in the next paragraph) involving the Venezuelan tax authority (“SENIAT”) that was proceeding in the Superior Tax Court in Caracas. In June 2004, the Superior Tax Court in Caracas ordered return of the impounded gold to Hecla. Although we encountered difficulties, delays, and costs in enforcing such order, the impounded gold was returned in July 2004 and was shipped to our refiner for further processing and sale by us. All subsequent shipments of gold dore have been exported without intervention by Venezuelan government authorities, but there can be no assurance that such impoundments may not occur in the future or, that, if such were to occur, they would be resolved in a similar manner or time frame or upon acceptable conditions or costs.

MHV is also involved in litigation in Venezuela with SENIAT concerning alleged unpaid tax liabilities that predate our purchase of La Camorra from Monarch Resources (“Monarch”) in 1999. Pursuant to our Purchase Agreement, Monarch has assumed defense of and responsibility for a pending tax case in the Superior Tax Court in Caracas. In April 2004, SENIAT filed with the Superior Tax Court in Bolivar City, State of Bolivar an embargo action against all of MHV’s assets in Venezuela to secure the alleged unpaid tax liabilities. In order to prevent the embargo, in April 2004, MHV made a cash deposit with the Court of approximately $4.3 million. In June 2004, the Superior Tax Court in Caracas ordered suspension and revocation of the embargo action filed by the SENIAT. Although we believe the cash deposit will continue to prevent any further action by SENIAT with respect to the embargo, there

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can be no assurance as to the outcome of this proceeding. If the Tax Court in Caracas or an appellate court were to subsequently award SENIAT its entire requested embargo, it could disrupt our operations in Venezuela and have a material adverse effect on our financial condition.

In 2004, we were notified by the SENIAT that they had completed their audit of our Venezuelan tax returns for the years ended December 31, 2000 and December 31, 2001. We believe the SENIAT has completed its review of the tax returns for these years, although there can be no assurance that they or other Venezuelan government officials will not reassess claims or assert other adjustments for those tax years, whether or not justified.

In February 2005, we were notified by the SENIAT, that they had completed their audit of our Venezuelan tax returns for the years ended December 31, 2002 and 2003. In the notice, the SENIAT has alleged certain expenses are not deductible for income tax purposes and that calculations of tax deductions based upon inflationary adjustments were overstated, and has issued an assessment that is equal to taxes payable of $3.8 million. We have initiated a review of the SENIAT’s findings, and believe the SENIAT’s assessments are inappropriate, and we expect to vigorously defend our position. Any resolution could involve significant delay, legal proceedings, and related costs and uncertainty. We have not accrued any amounts associated with the tax audits as of December 31, 2004. There can be no assurance that we will be successful in defending ourselves against the tax assessment, that there will not be additional assessments in the future or that SENIAT or other governmental agencies or officials may not take other actions against us, whether or not justified, that could disrupt our operations in Venezuela and have a material adverse effect on our financial condition.

Venezuela experienced political unrest that resulted in a severe economic downturn in the third quarter of 2002, followed by a contested presidential recall in 2004. The Venezuelan government fixed the exchange rate of bolivares to the U.S. dollar at 2,150 bolivares to $1 on March 3, 2005, which is the exchange rate we utilized in 2004 to translate the financial statements of our Venezuelan subsidiary included in our consolidated financial statements.

In February 2005, the Venezuelan government announced new regulations concerning the export of goods and services from Venezuela, which requires, effective April 1, 2005, all goods and services to be invoiced in the currency of the country of destination or in U.S. dollars. In 2004, we recognized approximately $7.9 million in reductions to cost of sales related to our ability to export production in the currency of the country of destination. We are currently evaluating the impact of these new regulations, however, we may no longer be able to export our production in bolivares, which could result in an increase in our costs. In addition, the new regulations may impact our cash flows, our profitability of operations, and our production in Venezuela. There can be no assurance that further developments or interpretations of these regulations are limited to the impact we have described herein.

The Central Bank of Venezuela maintains regulations concerning the export of gold from Venezuela. Under current regulations, 15% of our gold production from Venezuela is required to be sold in Venezuela. Prior to our acquisition of the La Camorra mine, the previous owners had sold substantially all of the gold production to the Central Bank of Venezuela and built up a significant credit to cover the 15% requirement, which we assumed upon our acquisition. Since we began operating in Venezuela in 1999, all our production of gold has been exported and no sales have been made in the Venezuelan market. In May 2005, we applied for a waiver with the Central Bank of Venezuela on the requirement to sell 15% of our gold in country, however, the Board of Directors of the Central Bank of Venezuela have not yet reached a final determination on our request to export 100% of our gold production. On June 29, 2005, the Central Bank of Venezuela informally notified us that our past credits for local sales had been exhausted, and that we would have to withhold 15% of our production from export. As a result of the above, we may be required to sell 15% of our future gold production to either the Central Bank of Venezuela or to other customers within Venezuela. Markets within Venezuela are limited, and historically the Central Bank of Venezuela has been the primary customer of gold. There can be no assurance that the Central Bank of Venezuela will grant us a waiver on the requirement to sell 15% of our gold within Venezuela or that the Central Bank of Venezuela will purchase gold from us, and we may be required to sell gold into a limited market, which could result in lower sales and cash flows from gold as a result of discounts, or we may have to inventory a portion of our gold production until such time we find a suitable purchaser for our gold. These matters could have a material adverse effect on our financial results.

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Because of the exchange controls in place and their impact on local suppliers, some supplies, equipment parts and other items we previously purchased in Venezuela have been ordered from outside the country. Increased lead times in receiving orders from outside Venezuela have continued to require an increase in supply inventory, as well as prepayments to vendors, as of December 31, 2004, compared to December 31, 2003.

In addition, our operations may also be affected by the presence of small and/or illegal miners who attempt to operate on the fringes of major mining operations. Although we, in conjunction with local authorities and/or the Venezuelan National Guard, employ strategies to control the presence and/or impact of such miners, including commencing a custom milling program in 2004 for small mining cooperatives working in the area of Mina Isidora, there can be no assurance that such miners will not adversely affect our operations or that the local authorities and/or the Venezuelan National Guard will continue to assist our efforts to control their impact.

Although we believe we will be able to manage and operate the La Camorra unit and related exploration projects successfully, due to the continued uncertainty relating to political, regulatory, legal enforcement, security and economic matters, exportation and exchange controls, and the effect of all of these on our operations including, among other things, changes in policy or demands of governmental agencies or their officials, litigation, labor stoppages and the impact on our supplies of oil, gas and other supplies, there can be no assurance we will be able to operate without interruptions to our operations.

Beginning late in the fourth quarter of 2002, Venezuela experienced a nationwide general strike that ended in February 2003. Following the general strike, the Venezuelan government implemented exchange controls on foreign currency transactions. Rules and regulations regarding the implementation of exchange controls in Venezuela have been published and periodically revised and/or updated. From February 2003 through the beginning of February 2004, the Venezuelan government-fixed exchange rate had been 1,600 bolivares to one U.S. dollar. We utilize the fixed exchange rate to translate the financial statements of our Venezuelan subsidiary included in our consolidated financial statements. On February 7, 2004, the Venezuelan government-fixed exchange rate was increased to 1,920 bolivares to one U.S. dollar. Because of the exchange controls in place and their impact on local suppliers, some supplies, equipment parts and other items previously purchased in Venezuela have been ordered outside the country. Increased lead times in receiving orders from outside Venezuela has created an increased supply inventory at December 31, 2004, compared to December 31, 2003. Due to the exchange controls in place in Venezuela, our Venezuelan operations have recognized foreign exchange gains which reduced our cost of sales by $7.9 million in 2004 and $6.3 million in 2003, due to the use of multiple exchange rates in valuing U.S. dollar denominated transactions. No such gains were recognized in 2002. As discussed above, the Venezuelan government had fixed the exchange rate of the bolivar to the U.S. dollar at 1,920 to $1 as of February 7, 2004; however, markets outside of Venezuela in 2004, reflected a devaluation of the Venezuelan currency in the range of 25% to 60%. Effective March 3, 2005 the Venezuelan government increased the exchange rate of the bolivar to the U.S. dollar to 2,150 to $1. Management is actively monitoring exchange controls in Venezuela, although there can be no assurance that the exchange controls will not further affect our operations in Venezuela in the future.

The volatility of metals prices may adversely affect our development and exploration efforts.

Our ability to produce silver and gold in the future is dependent upon our exploration success and our ability to develop new ore reserves. If prices for these metals decline, it may not be economically feasible for us to continue exploration or development on a project.

Our development of new orebodies and other capital costs may cost more and provide less return than we estimated.

Our ability to sustain or increase our current level of production of metals partly depends on our ability to develop new orebodies and/or expand existing mining operations. Before we can begin a development project, we must first determine whether it is economically feasible to do so. This determination is based on estimates of several factors, including:

• reserves;

• expected recovery rates of metals from the ore;

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• facility and equipment costs;

• exploration and drilling success;

• capital and operating costs of a development project;

• future metals prices;

• currency exchange and repatriation risks;

• tax rates;

• inflation rates;

• political risks and regulatory climate in the foreign countries in which we operate; and

• availability of credit.

Development projects may not have an operating history upon which to base these estimates, and these estimates are based in large part on our interpretation of geological data, a limited number of drill holes and other sampling techniques. As a result, actual cash operating costs and returns from a development project may differ substantially from our estimates as a result of which it may not be economically feasible to continue with a development project.

We have capitalized development projects that may cost more and provide less return than we estimated, including the Lucky Friday unit expansion, development of Mina Isidora and our shaft project at the La Camorra mine in Venezuela.

Our ore reserve estimates may be imprecise.

Our ore reserve figures and costs are primarily estimates and are not guarantees that we will recover the indicated quantities of these metals. Investors are strongly cautioned not to place undue reliance on estimates of reserves. Reserves are estimates made by our technical personnel and no assurance can be given that the estimated amount of metal or the indicated level of recovery of these metals will be realized. Reserve estimation is an interpretive process based upon available data and various assumptions. Our reserve estimates, particularly those for properties that have not yet started producing, may change based on actual production experience. Further, reserves are valued based on estimates of costs and metals prices, which may not be consistent amongst our operating and non-operating properties. The economic value of ore reserves may be adversely affected by:

• declines in the market price of the various metals we mine;

• increased production or capital costs;

• reduction in the grade or tonnage of the deposit;

• increase in the dilution of the ore; or

• reduced recovery rates.

Short-term operating factors relating to our ore reserves, such as the need to sequentially develop orebodies and the processing of new or different ore grades, may adversely affect our cash flow. We may use forward sales contracts and other hedging techniques to partially offset the effects of a drop in the market prices of the metals we mine. However, if the prices of metals that we produce decline substantially below the levels used to calculate reserves for an extended period, we could experience:

• delays in new project development;

• net losses;

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• reduced cash flow;

• reductions in reserves; and

• possible write-down of asset values.

Our mineral exploration efforts may not be successful.

We must continually replace ore reserves depleted by production or eliminated by recalculation of reserves. Our ability to expand or replace ore reserves depends on the success of our exploration program. Mineral exploration, particularly for silver and gold, is highly speculative. It involves many risks and is often nonproductive. Even if we believe we have found a valuable mineral deposit, it may be several years before production is possible. During that time, it may become no longer feasible to produce those minerals for economic, regulatory, political, or other reasons. Establishing ore reserves requires us to make substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, we may not be able to expand or replace our existing ore reserves as they are depleted by current production or eliminated by recalculation of reserves.

Our joint development and operating arrangements may not be successful.

We often enter into joint venture arrangements in order to share the risks and costs of developing and operating properties. For instance, we are currently operating our Greens Creek unit and developing the Hollister Development Project under a joint-venture arrangement. In a typical joint-venture arrangement, we own a percentage of the assets in the joint-venture. Under the agreement governing the joint-venture relationship, each party is entitled to indemnification from each other party and is only liable for the liabilities of the joint-venture in proportion to its interest in the joint-venture. However, if a party fails to perform its obligations under the joint-venture agreement, we could incur losses in excess of our pro-rata share of the joint-venture. In the event any party so defaults, the joint-venture agreement provides certain rights and remedies to the remaining participants, including the right to sell the defaulting party’s interest and use the proceeds to satisfy the defaulting party’s obligations. Although we are involved in litigation regarding our Hollister Development Project joint-venture, we currently believe that our joint-venture partners will meet their obligations. See “Nevada Litigation – Hollister Development Project” under “Risk Factors – We are currently involved in ongoing litigation that may adversely affect us” above for more information regarding joint-venture litigation.

We face strong competition from other mining companies for the acquisition of new properties.

Mines have limited lives and as a result, we continually seek to replace and expand our reserves through the acquisition of new properties. In addition, there is a limited supply of desirable mineral lands available in the United States and other areas where we would consider conducting exploration and/or production activities. Because we face strong competition for new properties from other mining companies, some of which have greater financial resources than we do, we may be unable to acquire attractive new mining properties on terms that we consider acceptable.

The titles to some of our properties may be defective.

Unpatented mining claims constitute a significant portion of our undeveloped property holdings. The validity of these unpatented mining claims is often uncertain and may be contested. In accordance with mining industry practice, we do not generally obtain title opinions until we decide to develop a property. Therefore, while we have attempted to acquire satisfactory title to our undeveloped properties, some titles may be defective.

Our ability to market our metals production may be affected by disruptions or closures of custom smelters and/or refining facilities.

We sell substantially all of our metallic concentrates to custom smelters, with our dore bars sent to refiners for further processing before being sold to metal traders. Due to the availability of alternative refiners able to supply the necessary services, we do not believe that the loss of any of our refiners would have an adverse effect on our

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business. However, if our ability to sell concentrates to our contracted smelters becomes unavailable to us, it is possible our operations could be adversely affected.

Britannia Zinc historically had been the largest custom smelter of Greens Creek bulk concentrate. During 2003, we were informed that our contract with Britannia Zinc would not be renewed and as a result, we began to sell our bulk concentrates to two customers, Glencore and Mitsui. In September 2003, we were informed that Glencore’s Porto Vesme Smelter would be shut down for a twelve-month period due to contractual power problems with the Italian government. This situation continued through 2004 and is expected to continue for the foreseeable future, although in 2004, the joint venture partners were successful in placing concentrates with new customers, as well as reducing the production of bulk concentrate. While this effort has been successful in mitigating the impact of this situation, it is possible our Greens Creek operations and our financial results could be affected adversely in the future.

Our operations are subject to currency fluctuations.

Because our products are sold in world markets in United States dollars, currency fluctuations may affect cash flow we realize from our operations. Exchange controls could require us to sell our products in a currency other than United States dollars, or may require us to convert United States dollars into foreign currency. Foreign exchange fluctuations may materially adversely affect our financial performance and results of operations. In addition, in order to operate in Venezuela, we purchase Venezuelan bolivares. As the availability of foreign exchange brokers that trade Venezuelan currency is limited, we may experience difficulty purchasing bolivares in the future, which would adversely affect our operations in that country. See above risk titled “Our foreign operations, including our operations in Venezuela and Mexico, are subject to additional inherent risks.”

We are required to obtain governmental and lessor approvals and permits in order to conduct mining operations.

In the ordinary course of business, mining companies are required to seek governmental and lessor approvals and permits for expansion of existing operations or for the commencement of new operations. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings on our part. The duration and success of our efforts to obtain permits are contingent upon many variables not within our control. Obtaining environmental protection permits, including the approval of reclamation plans, may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all necessary approvals and permits will be obtained and, if obtained, that the costs involved will not exceed those that we previously estimated. It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that we would not proceed with the development or operation of a unit(s).

We face substantial governmental regulation and environmental risks.

Our business is subject to extensive U.S. and foreign federal, state and local laws and regulations governing development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. We have been, and are currently involved in lawsuits in which we have been accused of causing environmental damage or otherwise violating environmental laws, and we may be subject to similar lawsuits in the future. See “We are currently involved in ongoing litigation that may adversely affect us.” New legislation and regulations may be adopted at any time that result in additional operating expense, capital expenditures or restrictions and delays in the mining, production or development of our properties.

We maintain reserves for costs associated with mine closure, reclamation of land and other environmental matters. At March 31, 2005, our reserves for these matters totaled $74.7 million. We anticipate we will make expenditures relating to these reserves over the next 30 years. We have included in our reclamation reserves our estimate of liabilities, including an estimate for the Coeur d’Alene Basin in Idaho, which is currently in litigation. We estimate that the range of our potential liability for this site to be $23.6 million to $72.0 million. We have accrued the $23.6 million minimum of the range as we believe no amount in the range is more likely than any other number at this time. Future expenditures related to closure, reclamation and environmental expenditures are difficult to estimate due to:

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• the early stage of our investigation;

• the uncertainties relating to the costs and remediation methods that will be required in specific situations;

• the possible participation of other potentially responsible parties; and

• changing environmental laws, regulations and interpretations.

It is possible that, as new information becomes available, changes to our estimates of future closure, reclamation and environmental contingencies could materially adversely affect our future operating results.

Various laws and permits require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities. We currently have in place such financial assurances in the form of surety bonds and cash deposits. As of December 31, 2004, restricted investments included approximately $7.3 million as collateral for the surety bonds and cash deposits for financial assurances of $8.6 million, including $7.9 million at Greens Creek as discussed below.

During the third quarter of 2003, the parties to the Greens Creek joint venture determined it would be necessary to replace existing surety requirements via the establishment of a restricted trust for reclamation funding in the future. Approximately $26.6 million was placed into restricted cash in 2004, and we have recorded our 29.73% portion of approximately $7.9 million as restricted cash on our Consolidated Balance Sheet as of December 31, 2004. During July of 2005 it is expected that the restricted cash bond will be increased by $8 million, of which our share will be increased by $2.4 million.

The amount of the financial assurances and the amount required to be set aside by us as collateral for these financial assurances are dependent upon a number of factors, including our financial condition, reclamation cost estimates, inflation, development of new projects and the total dollar value of financial assurances in place. There can be no assurance that we will be able to maintain or add to our current level of financial assurances.

From time to time, the U.S. Congress considers proposed amendments to the General Mining Law of 1872, as amended, which governs mining claims and related activities on federal lands. There was no significant activity with respect to mining law reform in Congress during 2004 or during the first and second quarters of 2005. The extent of any such future changes is not known and the potential impact on us as a result of Congressional action is difficult to predict. Although a majority of our existing U.S. mining operations occur on private or patented property, changes to the General Mining Law, if adopted, could adversely affect our ability to economically develop mineral resources on federal lands.

Management’s Report on Internal Control over Financial Reporting has disclosed material weaknesses.

Beginning in 2005, Section 404 of the Sarbanes-Oxley Act of 2002 (“the Act”) requires the Company to include an internal control report of management in its Annual Report on Form 10-K. The internal control report must contain (1) a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting, (2) a statement identifying the framework used by management to conduct the required evaluation of the effectiveness of our internal control over financial reporting, (3) management’s assessment of the effectiveness of our internal control over financial reporting as of the end of its most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective, and (4) a statement that the Company’s independent auditors have issued an attestation report on management’s assessment of internal control over financial reporting. Management acknowledges its responsibility for internal controls over financial reporting and seeks to continually improve those controls. In addition, in order to achieve compliance with Section 404 of the Act within the prescribed period, the Company has been engaged in a process to document and evaluate its internal controls over financial reporting. In this regard, management has dedicated internal resources, engaged outside consultants and adopted a work plan to (i) assess and document the adequacy of internal control over financial reporting, (ii) take steps to improve control processes where appropriate, (iii) validate through testing that controls are functioning as documented and (iv) implement a continuous reporting and improvement process for internal control over financial reporting. The Company believes its process for documenting, evaluating and monitoring its internal control over financial reporting is consistent with the objectives of Section 404 of the Act. During the

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second quarter of 2004, the Company commenced testing its internal controls. The Company’s documentation and testing to date have identified certain gaps in the design and effectiveness of internal controls over financial reporting that the Company is in the process of remediating. The Company’s auditors also commenced their audit of internal control procedures during the third quarter of 2004. Because of an ongoing strike at the Company’s Velardeña Mill, the Company and its auditors were unable to access such facility to test all internal controls at the Mill and, thus, the Company’s independent auditors have disclaimed any opinion on the Company’s internal controls. During its process, the Company identified three material weaknesses in internal controls over financial reporting, as described in “Management’s Report on Internal Controls over Financial Reporting,” included under Item 9A, Controls and Procedures of the Company’s Annual Report on Form 10-K for the period ended December 31, 2004, which is incorporated by reference in this prospectus. The existence of the above factors and circumstances create a risk that such controls might have been inadequate to prevent inaccuracies in the Company’s financial statements, which could result in costs to remediate such controls or inaccuracies in the Company’s financial statements. These factors also may create a risk that the Company may have increased difficulty or expense in transactions, such as financings, involving such financial statements or a risk of adverse reaction of those who regularly review the Company’s financial statements, including customers, vendors, shareholders, analysts, regulators, and the market generally.

Our hedging activities could expose us to losses.

From time to time, we engage in hedging activities, such as forward sales contracts and commodity put and call option contracts, to manage the metals prices received on our products and attempt to insulate our operating results from declines in those prices. While these hedging activities may protect us against low metals prices, they may also prevent us from realizing possible revenues in the event that the market price of a metal exceeds the price stated in a forward sale or call option contract. As of December 31, 2004, if we closed out our existing hedge contract positions, we would have to pay our counterparties $0.9 million. In addition, we may experience losses if a counterparty fails to purchase under a contract when the contract price exceeds the spot price of a commodity.

Our business depends on good relations with our employees.

Certain of our employees are represented by unions. At December 31, 2004, there were 120 hourly and 26 salaried employees at the Lucky Friday unit. The United Steelworkers of America is the bargaining agent for the Lucky Friday hourly employees. The current labor agreement expires on May 1, 2009, however, it can be reopened for economic considerations on May 1, 2006.

At December 31, 2004, there were 307 hourly and 58 salaried employees at San Sebastian and the Velardeña mill. The National Mine and Mill Workers Union represents process plant hourly workers, or 60 employees, at San Sebastian. Under Mexican labor law, wage adjustments are negotiated annually and other contract terms every two years. The contract at San Sebastian is due for wage negotiation and other terms in July 2005.

In October 2004, the employees at the Velardeña mill in Mexico initiated a strike in an attempt to unionize the employees at the San Sebastian mine. On June 6, 2005 Hecla announced an agreement to resume work at the Velardeña mill. The agreement is not expected to materially impact costs or production. The strike impacted our production of silver and gold during the fourth quarter of 2004 and during the first and second quarters of 2005.

At December 31, 2004, there were 435 hourly and 48 salaried employees at the La Camorra mine. The hourly employees are represented by a collective bargaining agreement. The contract with respect to La Camorra will expire in October 2006.

As of December 31, 2004, there were approximately 192 hourly employees and 48 salaried employees employed in the development of Mina Isidora and exploration activities in the Block B area. The hourly employees are represented by a collective bargaining agreement that will expire in August 2006.

We anticipate that we will be able to negotiate a satisfactory contract with each union, but there can be no assurance that this can be done, or that it can be done without further disruptions to production.

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We are dependent on key personnel.

We are currently dependent upon the ability and experience of our executive officers and other personnel and there can be no assurance that we will be able to retain all of such officers and employees. The loss of one or more of the officers or key employees could have a material adverse effect on our operations. We also compete with other companies both within and outside the mining industry in connection with the recruiting and retention of qualified employees knowledgeable in mining operations.

Our preferred stock has a liquidation preference of $50 per share or $7.9 million.

If Hecla Mining Company was liquidated, holders of our preferred stock would be entitled to receive approximately $7.9 million (plus any accrued and unpaid dividends) from any liquidation proceeds before holders of our common stock would be entitled to receive any proceeds.

In February 2004, we reduced the number of shares of Series B preferred stock outstanding by 273,961 shares, or 58.9%, pursuant to an exchange offer. This exchange offer allowed participating stockholders to receive 7.94 common shares for each share of preferred stock exchanged, which resulted in the issuance of a total of 2,175,237 common shares. During March 2004, we entered into privately negotiated exchange agreements with holders of approximately 17% of the then outstanding preferred stock (190,816 preferred shares) to exchange such shares for shares of common stock. A total of 33,000 preferred shares were exchanged for 260,861 common shares as a result of the privately negotiated exchange agreements. As of December 31, 2004, a total of 157,816 shares of preferred stock remain issued and outstanding, with a liquidation value of $7.9 million, plus dividends in arrears of approximately $2.3 million. In May 2005, the Board of Directors declared and set apart for payment all such dividends in arrears payable, together with the regular quarterly dividend, on July 1, 2005 to holders of record as of June 16, 2005. The annual dividend payable on the preferred stock is currently $0.6 million. There can be no assurance, however, that we will continue to pay dividends in the future.

Our stockholder rights plan and provisions in our certificate of incorporation, our by-laws, and Delaware law could delay or deter tender offers or takeover attempts that may offer a premium for our common stock.

Our stockholder rights plan and provisions in our certificate of incorporation, our by-laws, and Delaware law could make it more difficult for a third party to acquire control of us, even if that transaction would be beneficial to stockholders. These impediments include:

• the rights issued in connection with the stockholder rights plan that will substantially dilute the ownership of any person or group that acquires 15% or more of our outstanding common stock unless the rights are first redeemed by our board of directors, in its discretion. Furthermore, our board of directors may amend the terms of these rights, in its discretion, including an amendment to lower the acquisition threshold to as low as 10% of the outstanding common stock;

• the classification of our board of directors into three classes serving staggered three-year terms;

• the ability of our board of directors to issue shares of preferred stock with rights as it deems appropriate without stockholder approval;

• a provision that special meetings of our board of directors may be called only by our chief executive officer or a majority of our board of directors;

• a provision that special meetings of stockholders may only be called pursuant to a resolution approved by a majority of our entire board of directors;

• a prohibition against action by written consent of our stockholders;

• a provision that our board members may only be removed for cause and by an affirmative vote of at least 80% of the outstanding voting stock;

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• a provision that our stockholders comply with advance-notice provisions to bring director nominations or other matters before meetings of our stockholders;

• a prohibition against certain business combinations with an acquirer of 15% or more of our common stock for three years after such acquisition unless the stock acquisition or the business combination is approved by our board prior to the acquisition of the 15% interest, or after such acquisition our board and the holders of two-thirds of the other common stock approve the business combination; and

• a prohibition against our entering into certain business combinations with interested stockholders without the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of voting stock.

The existence of the stockholder rights plan and these provisions may deprive stockholders of an opportunity to sell our stock at a premium over prevailing prices. The potential inability of our stockholders to obtain a control premium could adversely affect the market price for our common stock.

Hecla Mining Company

Hecla Mining Company was originally incorporated in 1891, and is principally engaged in the exploration, development and mining of gold, silver, lead and zinc. We own or have interests in a number of precious and nonferrous metals properties.

Our business is to discover, acquire, develop, produce and market mineral resources. Our current strategy is to focus our efforts and resources on expanding our gold and silver reserves through a combination of acquisition and exploration efforts. In doing so, we intend to:

• manage all our business activities in a safe, environmentally responsible and cost-effective manner;

• give preference to projects where we will be the manager of the operation;

• provide a work environment that promotes personal excellence and growth for all our employees; and

• conduct our business with integrity and honesty.

We are organized and managed in three segments, which represent the geographical areas in which we operate: Venezuela (the La Camorra unit and various exploration projects), Mexico (the San Sebastian unit and various exploration projects) and the United States (the Greens Creek unit, the Lucky Friday unit, and various exploration projects).

Our principal operating properties include:

• the Lucky Friday silver mine, a 100% owned mine located near Mullan, Idaho, which is a significant primary producer of silver in North America;

• the Greens Creek silver mine, a 29.73% owned joint venture with the Kennecott Greens Creek Mining Company located near Juneau, Alaska, which is a large polymetals mine;

• the San Sebastian silver and gold mine, a 100% owned mine located in Durango, Mexico; and

• the La Camorra mine, a 100% owned gold mine located in Bolivar, Venezuela.

The map below shows the locations of our operating units and our exploration projects, the Hollister Development Block, the Noche Buena property and Block B concessions, which includes our Mina Isidora development project.

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Our principal business office is located at 6500 North Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408. The telephone number at that address is (208) 769-4100. Our web address is www.hecla-mining.com.

Recent Developments

On June 20, 2005, Hecla announced its intention to acquire Triumph Gold Corp’s (“Triumph”) concessions in the Guarcihe gold district in Venezuela. Triumph’s shareholders have approved this transaction. We are currently preparing a purchase and sale agreement to effectuate the transfer. It is anticipated that we will transfer 1,500,000 shares of common stock and 1,500,000 warrants at closing. Upon closing, we intend to begin a mapping, sampling, and soil geochemical program in order to define exploration targets. However, there can be no assurance that this transaction will close as anticipated.

In October 2004, the employees at the Velardeña mill in Mexico initiated a strike, in an attempt to unionize the employees at the San Sebastian mine. On June 6, 2005 Hecla announced an agreement to resume work at the Velardeña mill. The agreement is not expected to materially impact costs or production. Mining at San Sebastian has resumed and the mill has been restarted. Ore stockpiled during the strike is being processed.

On May 6, 2005, Hecla announced that its Board of Directors authorized payment of outstanding Series B Cumulative Convertible Preferred Stock dividends in arrears, amounting to a total of approximately $2.3 million. The cash dividend in arrears is payable on July 1, 2005, to shareholders of record on June 16, 2005. In addition, the Board has declared a regular quarterly dividend of $0.875 per share on the outstanding Preferred B shares that is payable July 1, 2005, to shareholders of record on June 16, 2005.

The Board’s May 6, 2005 authorization of payment of current and past Series B Preferred dividends resulted in the elimination of two director positions on our Board that were elected by the holders of Series B preferred stock, which reduced available director positions from nine to seven. As a result, on May 6, 2005 our Board increased the number of director positions from seven to nine. The Board appointed Anthony P. Taylor and David J. Christensen, each of whom was previously a director elected by the holders of Series B preferred stock, to fill the two new director positions.

On May 5, 2005 the Wason Ranch Corporation filed a complaint in federal district court in Denver, Colorado naming Hecla, among others, as a defendant in a lawsuit for alleged violations of the Resource Conservation and Recovery Act and the Clean Water Act. See “Citizens Suit Litigation” under “Risk Factors – We are currently involved in ongoing litigation that may adversely affect us” below for more information regarding this lawsuit.

Use of Proceeds

We will determine the use of proceeds of any offering of securities at the time of any such offering, but we currently expect to use any proceeds for general corporate purposes, the financing of our expansion activities, including the

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expansion and development of our existing operations, possible acquisitions of mining properties or other mining companies, working capital to support our growth, retirement of existing outstanding preferred stock or the repayment of indebtedness. Pending the application of the net proceeds, we may invest all or a portion of the proceeds in treasury bills, investment-grade, interest-bearing instruments, or other securities. Other than as previously disclosed or as may be disclosed in future filings and/or supplements, we currently have no material agreements, commitments or understandings with respect to any potential acquisition that would result in use of proceeds under this prospectus.

Ratio of Earnings to Fixed Charges

The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

	2000	2001	2002	2003	2004	Q1 2005
Ratio of earnings to fixed charges and preferred dividends	(1)	(1)	1.3x	(1)	(1)	(1)

(1)    Earnings were insufficient to cover fixed charges and preferred dividends in the following amounts: $16.3 million in 2000; $9.6 million in 2001; $5.9 million in 2003; $3.3 million in 2004; and $0.2 million in the first quarter of 2005.

Please refer to Exhibit 12 filed with the registration statement of which this prospectus constitutes a part for additional information regarding the ratio of earnings to cover fixed charges and preferred dividends.

Description of Capital Stock

Common Stock

We are authorized to issue 200,000,000 shares of common stock, $0.25 par value per share, of which 118,452,278 shares of common stock were issued and outstanding as of June 27, 2005.

Subject to the rights of the holders of any outstanding shares of preferred stock, each share of common stock is entitled to:

• •ne vote on all matters presented to the stockholders, with no cumulative voting rights;

• receive such dividends as may be declared by the board of directors out of funds legally available therefor (we have no present intention of paying dividends on our common stock in the foreseeable future); and

• in the event of our liquidation or dissolution, share ratably in any distribution of our assets.

Holders of shares of common stock do not have preemptive rights or other rights to subscribe for unissued or treasury shares or securities convertible into such shares, and no redemption or sinking fund provisions are applicable. All outstanding shares of common stock are fully paid and nonassessable.

All of our currently outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “HL.”

Rights

Each share of our common stock is accompanied by a Series A junior participating preferred stock purchase right (a “Right”) that trades with the share of common stock. Upon the terms and subject to the conditions of our Rights Agreement dated as of May 10, 1996 (the “Rights Agreement”), a holder of a Right is entitled to purchase one one-hundredth of a share of Series A preferred stock at an exercise price of $50, subject to adjustment in several circumstances, including upon merger. The Rights are currently represented by the certificates for our common stock and are not transferable apart therefrom. Transferable rights certificates will be issued at the earlier of (1) the 10th day after the public announcement that any person or group has acquired beneficial ownership of 15% or more of our common stock (an “Acquiring Person”) or (ii) the 10th day after a person commences, or announces an intention to commence, a tender or exchange offer the consummation of which would result in any person or group

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becoming an Acquiring Person. The 15% threshold for becoming an Acquiring Person may be reduced by the board of directors to not less than 10% prior to any such acquisition.

All the outstanding Rights may be redeemed by us for $0.01 per Right prior to such time that any person or group becomes an Acquiring Person. Under certain circumstances, the board of directors may decide to exchange each Right (except Rights held by an Acquiring Person) for one share of common stock. The Rights will expire on May 19, 2006 unless earlier redeemed.

A Right is presently attached to each issued and outstanding share of common stock. As long as the Rights are attached to and evidenced by the certificates representing our common stock, we will continue to issue one Right with each share of common stock that shall become outstanding.

The Rights have certain antitakeover effects. The Rights may cause substantial dilution to a person or group that attempts to acquire us on terms not approved by the board of directors. The Rights should not interfere with any merger or other business combination approved by the board of directors since the Rights may be redeemed by us prior to the consummation of such transactions.

The foregoing description of the Rights is qualified in its entirety by reference to the Rights Agreement, specifying the terms of the Rights, which is filed as exhibit 4.2 to the registration statement of which this prospectus is a part.

Preferred Stock

Our certificate of incorporation authorizes us to issue 5,000,000 shares of preferred stock, par value $0.25 per share. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by our board of directors or a duly authorized committee thereof, without stockholder approval. The board may fix the number of shares constituting each series and increase or decrease the number of shares of any series.

As of June 28, 2005, there were 157,816 shares of Series B Cumulative Convertible Preferred Stock issued and outstanding. In addition, shares of preferred stock have been designated by us as Series A Junior Participating Preferred Shares and are reserved for issuance upon the exercise of certain preferred stock purchase rights associated with each share of outstanding common stock, as described above. See “Description of Capital Stock - Rights.”

Ranking

The Series B preferred stock ranks senior to our common stock and any shares of Series A preferred stock issued pursuant to the Rights (as defined above) with respect to payment of dividends and amounts upon liquidation, dissolution or winding up.

While any shares of Series B preferred stock are outstanding, the affirmative vote or consent of the holders of 66% of the outstanding shares of Series B preferred stock and any other series of preferred stock ranking on a parity with the Series B preferred stock as to dividends and upon liquidation, dissolution or winding up (a “Parity Stock”), voting as a single class without regard to series, is necessary to authorize, create or issue any class or series of stock of our company that ranks senior to the Series B preferred stock as to dividends or upon liquidation, dissolution or winding up. However, we may create additional classes of Parity or Junior Stock, increase the authorized number of shares of Parity or Junior Stock or issue series of Parity or Junior Stock without the consent of any holder of Series B preferred stock. See “Voting Rights.”

Dividends

Series B preferred stockholders are entitled to receive, when, as and if declared by the board of directors out of our assets legally available therefor, cumulative cash dividends at the rate per annum of $3.50 per share of Series B preferred stock. Dividends on the Series B preferred stock are payable quarterly in arrears on October 1, January 1, April 1 and July 1 of each year (and, in the case of any undeclared and unpaid dividends, at such additional times and for such interim periods, if any, as determined by the board of directors), at such annual rate. Each such dividend is payable to holders of record as they appear on our stock records at the close of business on such record

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dates, which shall not be more than 60 days or less than 10 days preceding the payment dates corresponding thereto, as shall be fixed by the board of directors or a duly authorized committee thereof. Dividends are cumulative from the date of the original issuance of the Series B preferred stock, whether or not in any dividend period or periods we have assets legally available for the payment of such dividends. Accumulations of dividends on shares of Series B preferred stock do not bear interest. Dividends payable on the Series B preferred stock for any period greater or less than a full dividend period are computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Series B preferred stock for each full dividend period are computed by dividing the annual dividend rate by four.

Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been paid on the Series B preferred stock for all prior dividend periods. If cumulative dividends on the Series B preferred stock for all prior dividend periods have not been declared or paid in full, then any dividend declared on the Series B preferred stock for any dividend period and on any Parity Stock will be declared ratably in proportion to undeclared and unpaid dividends on the Series B preferred stock and such Parity Stock.

We will not (i) declare, pay or set apart funds for the payment of any dividend or other distribution with respect to any Junior Stock (as defined below) or (ii) redeem, purchase or otherwise acquire for consideration any Junior Stock or Parity Stock through a sinking fund or otherwise (except by conversion into, or exchange for shares of, Junior Stock, and other than a redemption or purchase or other acquisition of shares of our common stock made for purposes of our employee incentive or benefit plans), unless all undeclared and unpaid dividends with respect to the Series B preferred stock and any Parity Stock at the time such dividends are payable have been paid or funds have been set apart for payment of such dividends.

As used herein, (i) the term “dividend” does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants or rights to holders of Junior Stock to subscribe for or purchase any Junior Stock, and (ii) the term “Junior Stock” means our common stock, any Series A preferred shares issued pursuant to the Rights, and any other class of our capital stock now or hereafter issued and outstanding that ranks junior as to the payment of dividends or amounts payable upon liquidation, dissolution and winding up to the Series B preferred stock. There can be no assurance that dividends will be paid in the future.

Liquidation Preference

The Series B preferred stockholders are entitled to receive, in the event that we are liquidated, dissolved or wound up, whether voluntarily or involuntarily, $50.00 per share of Series B preferred stock plus an amount per share of Series B preferred stock equal to all dividends (whether or not earned or declared) undeclared and unpaid thereon to the date of final distribution to such holders (the “Liquidation Preference”), and no more.

Until the Series B preferred stockholders have been paid the Liquidation Preference in full, no payment will be made to any holder of Junior Stock upon our liquidation, dissolution or winding up. If, upon any liquidation, dissolution or winding up, our assets, or proceeds thereof, distributable among the holders of the shares of Series B preferred stock are insufficient to pay in full the Liquidation Preference and the Liquidation Preference with respect to any other shares of Parity Stock, then such assets, or the proceeds thereof, will be distributed among the holders of shares of Series B preferred stock and any such Parity Stock ratably in accordance with the respective amounts which would be payable on such shares of Series B preferred stock and any such Parity Stock if all amounts payable thereof were paid in full. Neither a consolidation, merger or business combination of us with or into another corporation nor a sale or transfer of all or substantially all of our assets will be considered a liquidation, dissolution or winding up, voluntary or involuntary.

See “Risk Factors — Our preferred stock has a liquidation preference of $50 per share or $7.9 million.”

Voting Rights

Except as indicated below, or except as otherwise from time to time required by applicable law, the Series B preferred stockholders have no voting rights and their consent is not required for taking any corporate action. When and if the Series B preferred stockholders are entitled to vote, each holder will be entitled to one vote per share.

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In the event the Company has not declared and paid six quarterly dividends on the Series B preferred stock, the Series B preferred stockholders, voting as a single class, are entitled to elect two additional directors to the board at the next annual meeting. The Series B preferred stockholders will have the right to elect two directors (never to total more than two) at each subsequent annual meeting, until such time as all cumulative dividends have been paid in full. Because of past dividend arrearages, since declared and set apart for payment, the Company had two directorships elected by the Series B preferred stockholders from May 2002 to May 2005.

The affirmative vote or consent of the holders of 66 2/3% of the outstanding shares of the Series B preferred stock, voting separately as a class, is required for any amendment of our certificate of incorporation which alters or changes the powers, preferences, privileges or rights of the Series B preferred stock so as to materially adversely affect the holders thereof. The affirmative vote or consent of the holders of shares representing 66 2/3% of the outstanding shares of the Series B preferred stock and any other series of Parity Stock, voting as a single class without regard to series, is required to authorize the creation or issue of, or reclassify any of our authorized stock into, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any additional class or series of stock ranking senior to all such series of Parity Stock. However, we may create additional classes of Parity and Junior Stock, increase the number of shares of Parity and Junior Stock and issue additional series of Parity and Junior Stock without the consent of any holder of Series B preferred stock.

Change in Control Provisions

See “Risk Factors — Our stockholders rights plan and provisions in our certificate of incorporation, our bylaws, and Delaware law could delay or deter tender offers or takeover attempts that may offer you a premium for your common stock.”

Description of Debt Securities

The following sets forth certain general terms and provisions of the indentures under which the debt securities are to be issued. The particular terms of the debt securities to be sold by us will be set forth in a prospectus supplement relating to such debt securities.

The debt securities will represent unsecured general obligations of the Company, unless otherwise provided in the prospectus supplement. As indicated in the applicable prospectus supplement, the debt securities will either be senior debt, senior to all future subordinated indebtedness of the Company and pari passu with other current and future unsecured, unsubordinated indebtedness of the Company or, in the alternative, subordinated debt subordinate in right of payment to current and future senior debt or pari passu with other future subordinated indebtedness of the Company. The debt securities will be issued under an indenture in the form that has been filed as an exhibit to the registration statement of which this prospectus is a part, subject to such amendments or supplemental indentures as are adopted from time to time. The indentures will be executed by the Company and one or more trustees. The following summary of certain provisions of the indentures does not purport to be complete and is subject to, and qualified in its entirety by, reference to all the provisions of the indentures, including the definitions therein of certain terms. Wherever particular sections or defined terms of the indentures are referred to, it is intended that such sections or defined terms shall be incorporated herein by reference.

General

The indentures will not limit the amount of debt securities that may be issued thereunder. Reference is made to the prospectus supplement of the following terms of the debt securities offered pursuant thereto: (i) designation (including whether they are senior debt or subordinated debt and whether such debt is convertible), aggregate principal amount, purchase price and denomination; (ii) the date of maturity; (iii) interest rate or rates (or method by which such rate will be determined), if any; (iv) the dates on which any such interest will be payable and the method of payment (cash or common stock); (v) the place or places where the principal of and interest, if any, on the debt securities will be payable; (vi) any redemption or sinking fund provisions; (vii) any rights of the holders of debt securities to convert the debt securities into other securities or property of the Company; (viii) the terms, if any, on which such debt securities will be subordinate to other debt of the Company; (ix) if other than the principal amount hereof, the portion of the principal amount of the debt securities that will be payable upon declaration of acceleration

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of the maturity thereof or provable in bankruptcy; (x) any events of default in addition to or in lieu of those described herein and remedies therefor; (xi) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities; (xii) listing (if any) on a securities exchange; (xiii) whether such debt securities will be certificated or in book-entry form; and (xiv) any other specific terms of the debt securities, including any additional events of default or covenants provided for with respect to debt securities, and any terms that may be required by or advisable under United States laws or regulations.

Debt securities may be presented for exchange, conversion or transfer in the manner, at the places and subject to the restrictions set forth in the debt securities and the prospectus supplement. The Company may charge a reasonable fee for such services, subject to the limitations provided in the indentures.

Debt securities will bear interest at a fixed rate or a floating rate. Debt securities bearing no interest or interest at a rate that, at the time of issuance, is below the prevailing market rate, will be sold at a discount below its stated principal amount. Special United States federal income tax considerations applicable to any such discounted debt securities or to any debt securities issued at par that is treated as having been issued at a discount for United States income tax purposes will be described in the relevant prospectus supplement.

The indentures will not contain any covenant or other specific provision affording protection to holders of the debt securities in the event of a highly leveraged transaction or a change in control of the Company, except to the limited extent described below under “— Consolidation, Merger and Sale of Assets.” The Company’s certificate of incorporation also contains other provisions that may prevent or limit a change of control. See “Risk Factors — Our stockholders rights plan and provisions in our certificate of incorporation, our bylaws, and Delaware law could delay or deter tender offers or takeover attempts that may offer you a premium for your common stock.”

Modification and Waiver

Each indenture will provide that modifications and amendments of such indenture may be made by the Company and the applicable trustee, with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities issued under such indenture that are affected by the modification or amendment voting as one class; provided that no such modification or amendment may, without the consent of the holder of each such debt security affected thereby, among other things: (1) reduce the amount of debt securities whose holders must consent to an amendment; (2) reduce the interest on or change the time for payment of interest on any Security; (3) reduce the Principal of or change the fixed maturity of any Security; (4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed; (5) make any Security payable in money other than that stated in the Security; (6) make any change that adversely affects the right to convert any Security; (7) make any change that adversely affects the preference or priority of the Security; or an amendment or waiver under this Section that waives, changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular Series, or that modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series.

Each indenture will provide that a supplemental indenture that changes or eliminates any covenant or other provision of such indenture that has expressly been included solely for the benefit of one or more particular series of debt securities, or that modifies the rights of the holders of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under such indenture of the holders of debt securities of any other series.

The indenture in the form that has been filed as an exhibit to the registration statement of which this prospectus is a part and each supplemental indenture entered into thereunder will provide that the Company and the applicable trustee may, without the consent of the holders of any series of debt securities issued thereunder, amend the indentures or enter into supplemental indentures for one or more of the following purposes: (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants, agreements and obligations of the Company in such indenture and in the debt securities issued thereunder, (2) to cure any ambiguity, defect or inconsistency; (3) to make any change that does not adversely affect the interests of the holders of any series of debt securities issued thereunder; (4) to establish the form and terms of debt securities

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issued thereunder; (5) to set forth the conversion rights of any series; and (6) to set forth the provisions regarding subordination of any series.

Events of Default

Unless otherwise provided in any prospectus supplement, the following will be events of default under each indenture with respect to each series of debt securities issued thereunder: (1) the Company defaults in the payment of interest on any Security of that Series when the same becomes due and payable and such Default continues for a period of 30 days; (2) the Company defaults in the payment of the principal of any security of that series when the same becomes due and payable at maturity, upon redemption or otherwise; (3) the Company fails to comply with any of its other agreements in the securities of that series or the indenture with respect to that series and such failure continues for the period and after the notice specified in the applicable indenture; (4) the Company pursuant to or within the meaning of any bankruptcy law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; (5) a court of competent jurisdiction enters an order or decree under any bankruptcy law that: (A) is for relief against the Company in an involuntary case, (B) appoints a custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or (6) an Event of Default provided in the establishing Securities Resolution or supplemental indenture for that Series occurs. Any event of default with respect to particular series of debt securities under the indenture may be waived by the holders of a majority in aggregate principal amount of the outstanding debt securities of such series (voting as a class), except in each case a failure to pay principal or interest on such debt securities or a default in respect of a covenant or provision which cannot be modified or amended without the consent of each holder affected thereby.

The Company will be required to furnish to each trustee annually a statement as to its compliance with all conditions and covenants in the applicable indenture.

Each indenture will contain a provision entitling the applicable trustee to be indemnified by the holders before proceeding to exercise any trust or power under such indenture at the request of such holders. Each indenture will provide that the holders of a majority in aggregate principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceedings for any remedy available to the applicable trustee or of exercising any trust or power conferred upon the applicable trustee with respect to the debt securities of such series; provided, however, that the applicable trustee may decline to follow any such direction if, among other reasons, the applicable trustee determines in good faith that the actions or proceedings as directed may not lawfully be taken, would involve the applicable trustee in personal liability or would be unduly prejudicial to the holders of the debt securities of such series not joining in such direction. The right of a holder to institute a proceeding with respect to the applicable indenture will be subject to certain conditions precedent including, without limitation, that the holders of not less than 25% in aggregate principal amount of the debt securities of such series then outstanding under such indenture make a request upon the applicable trustee to exercise its powers under such indenture, indemnify the applicable trustee and afford the applicable trustee reasonable opportunity to act, but the holder has an absolute right to receipt of the principal of, premium, if any, and interest when due on the debt securities, to require conversion of debt securities if such indenture provides for convertibility at the option of the holder and to institute suit for the enforcement thereof.

Consolidation, Merger and Sale of Assets

Each indenture will provide that the Company may not consolidate with, merge into or sell, convey or lease all or substantially all of its assets to any person unless the Company is the surviving corporation or the successor person is a corporation organized under the laws of any domestic or Canadian jurisdiction and assumes the Company’s obligations on the debt securities issued thereunder, and under such indenture, and after giving effect thereto no event of default, and no event that, after notice or lapse of time or both, would become an event of default shall have occurred and be continuing, and that certain other conditions are met.

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Certain Covenants

Payment of Securities.   The Company shall pay the principal of and interest on the securities of any series on the dates and in the manner provided in the securities of such series and the Indenture. Principal and interest shall be considered paid on the date due if the paying agent holds in accordance with the indenture by 11:00 a.m. New York time on that date money sufficient to pay all principal and interest then due and the paying agent is not prohibited from paying such money to the holders of such series on such date pursuant to the terms of this indenture. The Company shall pay interest on overdue Principal of any Series at the rate borne by the Securities of any Series; it shall pay interest on overdue Defaulted Interest at the same rate to the extent lawful.

SEC Reports.   The Company shall file with the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company will cause any quarterly and annual reports which it makes available to its stockholders to be mailed to the Holders. The Company will also comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Compliance Certificate.   The Company shall deliver to the Trustee, within 105 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company, as to the signer’s knowledge of the Company’s compliance with all conditions and covenants contained in this Indenture (determined without regard to any period of grace or requirement of notice provided herein).

Notice of Certain Events.   The Company shall give prompt written notice to the Trustee and any Paying Agent with respect to any Series of (i) any Proceeding, (ii) any Default or Event of Default, (iii) any cure or waiver of any Default or Event of Default, and (iv) if and when the Securities of such Series are listed on any stock exchange.

Additional Covenants.   Any additional covenants of the Company with respect to any series of debt securities will be set forth in the prospectus supplement relating thereto.

Conversion Rights

The terms and conditions, if any, upon which the debt securities are convertible into Common Stock will be set forth in the applicable prospectus supplement relating thereto. Such terms will include the conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders or the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of redemption of such debt securities and any restrictions on conversion.

Discharge, Defeasance and Covenant Defeasance

Each indenture will provide with respect to each series of debt securities issued thereunder that the Company may terminate its obligations under such debt securities of a series and such indenture with respect to debt securities of such series when (1) either (A) all securities theretofore authenticated and delivered (other than (i)securities which have been destroyed, lost or stolen and which have been replaced or paid and (ii) securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all such securities not theretofore delivered to the trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their stated maturity within one year, or (iii)are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Company, and the Company in the case of (i), (ii), and (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount of money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for Principal and interest to the date of such deposit (in the case of securities which have become due and payable) or to the stated maturity or redemption date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the

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Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Thereafter, only the Company’s obligations to compensate and indemnify the applicable trustee and its right to recover excess money held by the applicable trustee shall survive.

Applicable Law

The indentures will provide that the debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York.

Description of Warrants

We may issue warrants for the purchase of our debt securities, preferred stock, or common stock or units of two or more of these types of securities. Warrants may be issued independently or together with debt securities, preferred stock or common stock and may be attached to or separate from these securities. Each series of warrants will be issued under a separate warrant agreement. We will distribute a prospectus supplement with regard to each issue or series of warrants.

Warrants to Purchase Debt Securities

Each prospectus supplement for warrants to purchase debt securities will describe:

• the title of the debt warrants;

• the aggregate number of the debt warrants;

• the price or prices at which the debt warrants will be issued;

• the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants, and the procedures and conditions relating to the exercise of the debt warrants;

• if applicable, the number of the warrants issued with a specified principal amount of our debt securities or each share of our preferred stock or common stock;

• if applicable, the date on and after which the debt warrants and the related securities will be separately transferable;

• the principal amount of and exercise price for debt securities that may be purchased upon exercise of each debt warrant;

• the maximum or minimum number of the debt warrants which may be exercised at any time;

• if applicable, a discussion of any material federal income tax considerations; and

• any other material terms of the debt warrants and terms, procedures and limitations relating to the exercise of the debt warrants.

Certificates for warrants to purchase debt securities will be exchangeable for new debt warrant certificates of different denominations. Warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement.

Warrants to Purchase Preferred Stock and Common Stock

Each prospectus supplement for warrants to purchase preferred stock or common stock, will describe:

• the title of the warrants;

• the securities for which the warrants are exercisable;

• the price or prices at which the warrants will be issued;

• if applicable, the number of the warrants issued with a specified principal amount of our debt securities or each share of our preferred stock or common stock;

• if applicable, the date on and after which such warrants and the related securities will be separately transferable;

• any provisions for adjustment of the number or amount of shares of our preferred stock or common stock receivable upon exercise of the warrants or the exercise price of the warrants;

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• if applicable, a discussion of material federal income tax considerations; and

• any other material terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

Exercise of Warrants

Each warrant will entitle the holder of the warrant to purchase the principal amount of debt securities or shares of preferred stock or common stock at the exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered in the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the debt securities or shares of preferred stock or common stock to be purchased upon such exercise. If less than all of the warrants represented by a warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

Prior to the exercise of any warrants to purchase debt securities, preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the debt securities, preferred stock or common stock purchasable upon exercise, including:

• in the case of warrants for the purchase of debt securities, the right to receive payments of principal of, or any premium or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

• in the case of warrants for the purchase of preferred stock or common stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.

Plan of Distribution

The securities being offered by this prospectus may be sold by us:

• through agents,

• to or through underwriters,

• through broker-dealers (acting as agent or principal),

• directly by us to purchasers, through a specific bidding or auction process or otherwise, or

• through a combination of any such methods of sale.

The distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions on the New York Stock Exchange or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. Dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts. If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.

Agents may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.

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If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for the sale is reached. The applicable prospectus supplement will set forth the managing underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if applicable. The prospectus and prospectus supplement will be used by the underwriters to resell the securities.

If a dealer is used in the sale of the securities, we, or an underwriter will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of the transactions.

We may directly solicit offers to purchase the securities and we may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction process, if used.

Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. If required, the prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with or perform services for us or our subsidiaries in the ordinary course of business.

Under the securities laws of some states, the securities offered by this prospectus may be sold in those states only through registered or licensed brokers or dealers.

Any person participating in the distribution of common stock registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our common stock by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock. These restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock.

Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. For a description of these activities, see the information under the heading “Underwriting” in the applicable prospectus supplement.

Legal Matters

Certain legal matters, with respect to the validity of the securities offered by this prospectus will be passed upon for us by Bell, Boyd & Lloyd LLC, Chicago, Illinois.

Experts

The consolidated financial statements of Hecla Mining Company (excluding Greens Creek Joint Venture) as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004, incorporated by reference in this prospectus, have been audited by BDO Seidman, LLP, independent registered public accountants, to the extent and for the periods set forth in their report incorporated herein by reference, and are

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incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The audited financial statements of Greens Creek Joint Venture, not separately presented in this Registration Statement, have been audited by PricewaterhouseCoopers LLP, independent registered public accountants, whose report thereon appears herein. Such financial statements, to the extent they have been included in the financial statements of Hecla Mining Company, have been so included in reliance on the report of such independent registered public accountants given on the authority of said firm as experts in auditing and accounting.

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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses, all of which are to be borne by us, in connection with the registration, issuance, and distribution of the securities being registered hereby. All amounts are estimates except the SEC registration fee.

Securities and Exchange Commission filing fee	$      32,368
NYSE listing fees	200,000	*
Printing and engraving	10,000	*
Accounting fees and expenses	20,000	*
Legal fees and expenses	50,000	*
Blue sky fees and expenses (including related legal fees)	1,000	*
Transfer agent fees	500	*
Trustee fees and expenses	12,500	*
Miscellaneous	1,500	*
Total	$    327,868	*

*  Estimated

ITEM 15.    INDEMNIFICATION OF OFFICERS AND DIRECTORS

We are organized under the Delaware General Corporation Law (DGCL) which empowers Delaware corporations to indemnify any director or officer, or former director or officer, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such action, suit or proceeding, provided that such director or officer acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director or officer has no reasonable cause to believe his conduct was unlawful.

The DGCL also empowers Delaware corporations to provide similar indemnity to any director or officer, or former director or officer, for expenses, including attorneys’ fees, actually and reasonably incurred by the person in connection with the defense or settlement of actions or suits by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the interests of the corporation, except in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all of the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The DGCL further provides that (i) to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding described above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person, in connection therewith; and (ii) indemnification and advancement of expenses provided for, by, or granted pursuant to, the DGCL shall not be deemed exclusive of any other rights to which the indemnified party may be entitled.

The DGCL permits a Delaware corporation to purchase and maintain on behalf of any director or officer, insurance against liabilities incurred in such capacities. The DGCL also permits a corporation to pay expenses incurred by a

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director or officer in advance of the final disposition of an action, suit or proceeding, upon receipt of an undertaking by the director or officer to repay such amount if it is determined that such person is not entitled to indemnification.

The DGCL further permits a corporation, in its original certificate of incorporation or an amendment thereto, to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for violations of the director’s fiduciary duty except: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

Our certificate of incorporation eliminates the personal liability of directors to us or our stockholders for monetary damages for breach of fiduciary duty to the extent permitted by Delaware law. Our certificate of incorporation and by-laws provide that we will indemnify our officers and directors to the fullest extent permitted by Delaware law.

In addition, we have entered into an Indemnification Agreement with each of our officers and directors, which states that if the officer or director that is a party to the agreement was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to, or witness or other participant in, any threatened, pending, or completed action, suit, or proceeding or any inquiry or investigation, whether conducted by us or any other party, by reason of (or arising in part out of) any event or occurrence related to the fact that the officer or director is or was our director, officer, employee, agent, or fiduciary or is or was serving at our request as a director, officer, employee, trustee, agent, or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise or by reason of anything done or not done by the officer or director that is a party to the agreement in any such capacity, we shall indemnify such officer or director to the fullest extent permitted by law and New York Stock Exchange requirements against any and all attorneys’ fees and all other costs, expenses, and obligations paid or incurred in connection with investigating, defending, being a witness in, or participating in any claim described above, and judgments, fines, penalties, and amounts paid in settlement of any claim described above, provided that a member or members of our board of directors has not concluded upon review of the claim that the director or officer party to the agreement would not be permitted to be indemnified under applicable law. Prior to our change in control, as defined in the agreement, the director or officer who is a party to the agreement will not be entitled to indemnification in connection with any claim described above by such officer or director against us or any of our other directors or officers except under certain circumstances. In the event of a change in control, as defined in the agreement, other than a change in control which has been approved by a majority of our Board of Directors who were directors immediately prior to such change in control, then with respect to all matters thereafter rising concerning the rights of the director or officer party to the agreement to indemnity payments, we are required to seek legal advice only from special, independent counsel selected by such officer or director and approved by us.

The foregoing statements are subject to the detailed provisions of the DGCL and our certificate of incorporation.

ITEM 16.    EXHIBITS

See the Exhibit Index at the end of this registration statement.

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:

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

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b. 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 thereto) 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 value of securities offered would not exceed that which was registered) 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 represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

c. 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 (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

2) That, for the purpose of determining any liability under the Securities Act, 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.

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.

4) To, 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 (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 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.

5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the 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 the registration statement as of the time it was declared effective.

6) That, 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.

Insofar as indemnification for liabilities arising under the Securities Act 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.

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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 a registration statement 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 Coeur d’Alene, State of Idaho, on July 1, 2005.

HECLA MINING COMPANY
By:	/s/   Phillips S. Baker
	Phillips S. Baker President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the July 1, 2005.

Signature	Title
/s/   Phillips S. Baker, Jr.	Director, President & Chief Executive Officer (principal executive officer)
Phillips S. Baker
/s/   Lewis E. Walde	Vice President and Chief Financial Officer (principal accounting officer)
Lewis E. Walde
/s/   Arthur Brown	Chairman of the Board
Arthur Brown
/s/   John E. Clute	Director
John E. Clute
/s/   Ted Crumley	Director
Ted Crumley
/s/   Charles L. McAlpine	Director
Charles L. McAlpine
/s/   Jorge E. Ordonez C.	Director
Jorge E. Ordonez C.
/s/   David J. Christensen	Director
David J. Christensen
/s/   Anthony P. Taylor	Director
Anthony P. Taylor
/s/   George R. Nethercutt, Jr.	Director
George R. Nethercutt, Jr.

II-4

EXHIBIT INDEX
HECLA MINING COMPANY
(SEC FILE NO. 1-8491)

The following exhibits are filed as part of this Registration Statement and Prospectus:

Exhibit Number Description

4.1(a) Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant. Filed as exhibit 4.1(d)(e) to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 and incorporated herein by reference.

4.1(b) Certificate of Designations, Preferences and Rights of Series B Cumulative Convertible Preferred Stock of the Registrant. Filed as exhibit 4.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 and incorporated herein by reference.

4.2 Rights Agreement dated as of May 10, 1996, between Hecla Mining Company and American Stock Transfer & Trust Company, which includes the form of Rights Certificate of Designation setting forth the terms of the Series A Junior Participating Preferred Stock of Hecla Mining Company as Exhibit A and the summary of Rights to Purchase Preferred Shares as Exhibit B. Filed as exhibit 4 to Registrant’s Current Report on Form 8-K dated May 10, 1996 and incorporated herein by reference.

4.3 Stock Purchase Agreement dated as of August 27, 2001, between Hecla Mining Company and Copper Mountain Trust. Filed as exhibit 4.3 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333 — 100395) and incorporated herein by reference.

4.4 Warrant Agreement dated August 2, 2002, between Hecla Mining Company and Great Basin Gold Ltd. Filed as exhibit 4.4 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333 — 100395) and incorporated herein by reference.

4.5 Registration Rights Agreement dated August 2, 2002, between Hecla Mining Company and Great Basin Gold Ltd. Filed as exhibit 4.5 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333 — 100395) and incorporated herein by reference.

4.6 Form of Warrant*

4.7 Form of Indenture

5.1 Opinion of Bell, Boyd & Lloyd LLC (regarding validity of securities offered)

12 Calculation of Ratio of Earnings to Fixed Charges

23.1 Consent of BDO Seidman, LLP

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Bell, Boyd & Lloyd LLC (included in Exhibit 5.1 to this registration statement)

25.1 Statement of Eligibility of The Bank of New York Trust Company as Trustee

* To be filed by amendment

EX-4.7

                                                                     Exhibit 4.7





_______________________________________________________________________________



                                    INDENTURE

                              HECLA MINING COMPANY

                                       and

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.,

                                     Trustee

                        Dated as of ____________________

                                 Debt Securities




_______________________________________________________________________________




























                                       i



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE 1  Definitions and Rules of Construction; Applicability of the
         Trust Indenture Act..................................................1

         Section 1.01 Definitions.............................................1

         Section 1.02 Other Definitions.......................................4

         Section 1.03 Rules of Construction...................................4

         Section 1.04 Trust Indenture Act.....................................4

ARTICLE 2  The Securities.....................................................5

         Section 2.01 Issuable in Series; Form and Dating.....................5

         Section 2.02 Execution and Authentication............................8

         Section 2.03 Agents..................................................8

         Section 2.04 Paying Agent To Hold Money in Trust.....................9

         Section 2.05 Securityholder Lists....................................9

         Section 2.06 Transfer and Exchange...................................9

         Section 2.07 Replacement Securities.................................10

         Section 2.08 Outstanding Securities.................................11

         Section 2.09 Treasury Securities Disregarded for Certain Purposes...11

         Section 2.10 Temporary Securities...................................11

         Section 2.11 Global Securities......................................12

         Section 2.12 Cancellation...........................................12

         Section 2.13 Defaulted Interest.....................................12

         Section 2.14 Persons Deemed Owners..................................13

         Section 2.15 CUSIP Numbers..........................................13

ARTICLE 3  Redemption........................................................13

         Section 3.01 Notice to Trustee......................................13


                                       ii



                                                                            Page
                                                                            ----

         Section 3.02 Selection of Securities To Be Redeemed.................14

         Section 3.03 Notice of Redemption...................................14

         Section 3.04 Effect of Notice of Redemption.........................15

         Section 3.05 Deposit of Redemption Price............................15

         Section 3.06 Securities Redeemed in Part............................15

ARTICLE 4  Covenants.........................................................15

         Section 4.01 Payment of Securities..................................15

         Section 4.02 SEC Reports............................................16

         Section 4.03 Compliance Certificate.................................16

         Section 4.04 Notice of Certain Events...............................16

ARTICLE 5  Successors........................................................16

         Section 5.01 When Company May Merge, etc............................16

         Section 5.02 Successor Corporation Substituted......................17

ARTICLE 6  Defaults and Remedies.............................................17

         Section 6.01 Events of Default......................................17

         Section 6.02 Acceleration...........................................18

         Section 6.03 Other Remedies.........................................19

         Section 6.04 Waiver of Past Defaults................................19

         Section 6.05 Control by Majority....................................20

         Section 6.06 Limitation on Suits....................................20

         Section 6.07 Rights of Holders To Receive Payment...................20

         Section 6.08 Priorities.............................................21

         Section 6.09 Undertaking for Costs..................................21

         Section 6.10 Proof of Claim.........................................21

ARTICLE 7  Trustee...........................................................22


                                       iii


                                                                            Page
                                                                            ----

         Section 7.01 Duties of Trustee......................................22

         Section 7.02 Rights of Trustee......................................23

         Section 7.03 Individual Rights of Trustee; Disqualification.........25

         Section 7.04 Trustee's Disclaimer...................................25

         Section 7.05 Notice of Defaults.....................................25

         Section 7.06 Reports by Trustee to Holders..........................25

         Section 7.07 Compensation and Indemnity.............................26

         Section 7.08 Replacement of Trustee.................................26

         Section 7.09 Successor Trustee by Merger, etc.......................27

         Section 7.10 Eligibility............................................27

         Section 7.11 Preferential Collection of Claims Against Company......28

ARTICLE 8  Satisfaction and Discharge........................................28

         Section 8.01 Satisfaction and Discharge of Indenture................28

         Section 8.02 Application of Trust Funds.............................29

         Section 8.03 Reinstatement..........................................29

         Section 8.04 Repayment to Company...................................29

ARTICLE 9  Amendments........................................................30

         Section 9.01 Without Consent of Holders.............................30

         Section 9.02 With Consent of Holders................................30

         Section 9.03 Compliance with Trust Indenture Act and Section 12.03..31

         Section 9.04 Revocation and Effect of Consents and Waivers..........31

         Section 9.05 Notice of Amendment; Notation on or Exchange of
         Securities..........................................................31

         Section 9.06 Trustee Protected......................................32

ARTICLE 10  Conversion.......................................................32

         Section 10.01 To be Supplemented....................................32


                                       iv



                                                                            Page
                                                                            ----

ARTICLE 11  Subordination....................................................32

         Section 11.01 To be Supplemented....................................32

ARTICLE 12  Miscellaneous....................................................32

         Section 12.01 Notices...............................................32

         Section 12.02 Communication by Holders with Other Holders...........33

         Section 12.03 Certificate and Opinion as to Conditions Precedent....33

         Section 12.04 Statements Required in Certificate or Opinion.........33

         Section 12.05 Rules by Trustee and Agents...........................34

         Section 12.06 Legal Holidays........................................34

         Section 12.07 No Recourse Against Others............................34

         Section 12.08 Duplicate Originals...................................34

         Section 12.09 Variable Provisions...................................34

         Section 12.10 Acts of Holders.......................................35

         Section 12.11 Governing Law.........................................37






















                                       v




                              CROSS-REFERENCE TABLE

TIA Section                                                  Indenture Section
- -----------                                                  -----------------

310     (a)(1)........................................                    7.10
        (a)(2)........................................                    7.10
        (a)(3)........................................                    N.A.
        (a)(4)........................................                    N.A.
        (a)(5)........................................                    N.A.
        (b)...........................................              7.08; 7.10
        (c)...........................................                    N.A.
311     (a)...........................................                    7.11
        (b)...........................................                    7.11
        (c)...........................................                    N.A.
312     (a)...........................................                    2.05
        (b)...........................................                   12.02
        (c)...........................................                    N.A.
313     (a)...........................................                    7.06
        (b)(1)........................................                    N.A.
        (b)(2)........................................                    7.06
        (c)...........................................                    7.06
        (d)...........................................                    7.06
314     (a)(1)........................................                    4.02
        (a)(2)........................................             4.02; 12.01
        (a)(3)........................................                    4.02
        (a)(4)........................................              4.02; 4.03
        (b)...........................................                    N.A.
        (c)...........................................  2.02; 7.02(b); 8.01(3)
        (c)(1)........................................                12.03(1)
        (c)(2)........................................                12.03(2)
        (c)(3)........................................                    N.A.
        (d)...........................................                    N.A.
        (e)...........................................             4.03; 12.04
        (f)...........................................                    4.03
315     (a)(1)........................................        6.05; 7.01(b)(t)
        (a)(2)........................................              7.01(b)(2)
        (b)...........................................             7.05; 12.01
        (c)...........................................                 7.01(a)
        (d)(1)........................................                 7.0t(b)
        (d)(2)........................................              7.01(c)(2)
        (d)(3)........................................        6.05; 7.01(c)(3)
        (e)...........................................                    6.09
316     (a)(last sentence)............................                    2.09
        (a)(1)(A).....................................                    6.05
        (a)(1)(B).....................................                    6.04
        (a)(2)........................................                    N.A.
        (b)...........................................                    6.07


                                       vi



TIA Section                                                  Indenture Section
- -----------                                                  -----------------

        (c)...........................................                    9.04
317     (a)(1)
        (a)(2)
        (b)...........................................                    2.04
318     (a)

N.A. means not applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.





































                                       vii



         INDENTURE dated as of ____________, between HECLA MINING COMPANY, a
corporation organized and existing under the laws of Delaware ("Company"), and
The Bank of New York Trust Company, N.A., a national banking association
("Trustee").

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of each Series of the Securities:

                                    ARTICLE 1

 DEFINITIONS AND RULES OF CONSTRUCTION; APPLICABILITY OF THE TRUST INDENTURE ACT

         SECTION 1.01 DEFINITIONS.

         "Affiliate" Any Person controlling or controlled by or under common
control with the Company. "Control" for this definition means the power to
direct the management and policies of a Person, directly or indirectly, whether
through the ownership of voting securities, by contract, or otherwise. The terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         "Agent" Any Registrar, Paying Agent or Conversion Agent.

         "Board" The Board of Directors of the Company or any officer or
committee thereof authorized to act for such Board.

         "Business Day" A day that is not a Legal Holiday.

         "Company" The party named as such above until a successor which duly
assumes the obligations upon the Securities and under the Indenture replaces it
and thereafter means the successor.

         "Company Order" means a written request or order signed in the name of
the Company by the Chairman of the Board of Directors, the Vice Chairman of the
Board of Directors, the President, a Vice President, the Treasurer, an Assistant
Treasurer, the Secretary, or an Assistant Secretary of the Company, and
delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the dated hereof is located at 700 South Flower Street, Suite 500, Los
Angeles, California, 90017, Attention: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).



                                       1


         "Debt" means, with respect to any Person,

                  (i)      any obligation of such Person to pay the principal
                           of, premium of, if any, interest on (including
                           interest accruing on or after the filing of any
                           petition in bankruptcy or for reorganization relating
                           to the Company, whether or not a claim for such
                           post-petition interest is allowed in such
                           proceeding), penalties, reimbursement or
                           indemnification amounts, fees, expenses or other
                           amounts relating to any indebtedness, and any other
                           liability, contingent or otherwise, of such Person

                           (A)      for borrowed money (including instances
                                    where the recourse of the lender is to the
                                    whole of the assets of such Person or to a
                                    portion thereof),

                           (B)      evidenced by a note, debenture or similar
                                    instrument (including a purchase money
                                    obligation) including securities,

                           (C)      for any letter of credit or performance bond
                                    in favor of such Person, or

                           (D)      for the payment of money relating to a
                                    capitalized lease obligation;

                  (ii)     any liability of others of the kind described in the
                           preceding clause (i), which the Person has guaranteed
                           or which is otherwise its legal liability;

                  (iii)    any obligation of the type described in clauses (i)
                           and (ii) secured by a lien to which the property or
                           assets of such Person are subject, whether or not the
                           obligations secured thereby shall have been assumed
                           by or shall otherwise be such Person's legal
                           liability; and

                  (iv)     any and all deferrals, renewals, extensions and
                           refunding of, or amendments, modifications or
                           supplements to, any liability of the kind described
                           in any of the preceding clauses (i), (ii) or (iii).

         "Default" Any event which is, or after notice or passage of time would
be, an Event of Default.

         "Exchange Act" The Securities Exchange Act of 1934, as amended.

         "Holder" or "Securityholder" A Person in whose name a Security is
registered.

         "Indenture" This Indenture as amended from time to time, including the
terms of the Securities and any amendments.

         "Officers' Certificate" A certificate signed by two Officers, one of
whom must be the President, the Treasurer or a Vice-President of the Company.
See Sections 12.03 and 12.04.

                                       2


         "Opinion of Counsel" Written opinion from legal counsel who is
acceptable to the Trustee. See Sections 12.03 and 12.04.

         "Person" Any individual, corporation, partnership, joint venture,
association, limited liability company, joint stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof.

         "Principal" of a Security means the principal of the Security plus the
premium, if any, on the Security which is due or overdue or is to become due at
the relevant time.

         "Proceeding" A liquidation, dissolution, bankruptcy, insolvency,
reorganization, receivership or similar proceeding under Bankruptcy Law, an
assignment for the benefit of creditors, any marshalling of assets or
liabilities, or winding up or dissolution, but shall not include any transaction
permitted by and made in compliance with Article 5.

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

         "SEC" The United States Securities and Exchange Commission.

         "Securities" The Securities described above issued under this
Indenture.

         "Securities Resolution" means a resolution adopted by the Board or by a
committee thereof pursuant to Board delegation authorizing a Series or a
supplemental indenture authorizing a Series executed by an authorized Officer.

         "Series" means a series of Securities or the Securities of the series.

         "TIA" The Trust Indenture Act of 1939, as amended, as in effect on the
date of this Indenture, except as provided in Sections 1.04 and 9.03.

         "Trustee" The party named as such above until a successor replaces it
and thereafter means the successor.

         "U.S. Government Obligations" Securities that are direct, noncallable,
nonredeemable obligations of, or noncallable, nonredeemable obligations
guaranteed by, the United States of America for the timely payment of which
obligation or guarantee the full faith and credit of the United States of
America is pledged, or funds consisting solely of such securities, including
funds managed by the Trustee or one of its Affiliates (including such funds for
which it or its Affiliates receives fees in connection with such management).

                                       3


         SECTION 1.02 OTHER DEFINITIONS.

         TERM                                     DEFINED IN SECTION

         "Bankruptcy Law"                                6.01
         "Conversion Agent"                              2.03
         "Custodian"                                     6.01
         "Defaulted Interest"                            2.13
         "Event of Default"                              6.01
         "Legal Holiday"                                 12.06
         "Notice"                                        12.01
         "Officer"                                       12.09
         "Paying Agent"                                  2.03
         "Registrar"                                     2.03

         SECTION 1.03 RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                  (1)      a term defined in Sections 1.01 or 1.02 has the
                           meaning assigned to it therein, and terms defined in
                           the TIA have the meanings assigned to them in the
                           TIA;

                  (2)      an accounting term not otherwise defined has the
                           meaning assigned to it in accordance with generally
                           accepted accounting principles in the United States;

                  (3)      "or" is not exclusive;

                  (4)      words in the singular include the plural, and words
                           in the plural include the singular;

                  (5)      provisions apply to successive events and
                           transactions;

                  (6)      "herein," "hereof" and other words of similar import
                           refer to this Indenture as a whole and not to any
                           particular Article, Section or other subdivision; and

                  (7)      "including" means including without limitation.

         SECTION 1.04 TRUST INDENTURE ACT.

         The provisions of TIA ss. ss. 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture
upon and so long as the Indenture and Securities are subject to the TIA. If any
provision of this Indenture limits, qualifies or conflicts with such duties, the
imposed duties shall control. If a provision of the TIA requires or permits a


                                       4


provision of this Indenture and the TIA provision is amended, then the Indenture
provision shall be automatically amended to like effect.

         Any reference to a requirement under the TIA shall only apply upon and
so long as the Indenture is qualified under and subject to the TIA.

                                    ARTICLE 2

                                 THE SECURITIES

         SECTION 2.01 ISSUABLE IN SERIES; FORM AND DATING.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. There shall be established in or pursuant to a Securities
Resolution, prior to the issuance of Securities of any Series:

                  (a)      the title of the Series (which shall distinguish the
                           Series from all other securities);

                  (b)      the price or prices (expressed as a percentage of the
                           aggregate principal amount thereof) at which the
                           Series will be issued;

                  (c)      any limit upon the aggregate principal amount of the
                           Series that may be authenticated and delivered under
                           this Indenture (except for Securities authenticated
                           and delivered upon registration of transfer of, or in
                           exchange for, or in lieu of, other Securities of the
                           Series pursuant to this Article 2);

                  (d)      the date or dates on which the principal of the
                           Series is payable;

                  (e)      the rate or rates that may be fixed or variable at
                           which the Series shall bear interest, if any, or the
                           manner in which such rate or rates shall be
                           determined, the date or dates from which such
                           interest shall accrue, the interest payment dates on
                           which such interest shall be payable and the record
                           dates for the determination of Holders to whom
                           interest is payable;

                  (f)      the place or places where the principal of and any
                           interest on the Series shall be payable, if other
                           than as provided herein;

                  (g)      the currency or currencies in which the Series is
                           issued and payable;

                  (h)      the conversion or exchange provisions applicable to
                           the Series;

                  (i)      whether and upon what terms the Series will be
                           convertible into equity or debt securities of the
                           Company;

                  (j)      the price or prices at which (if any), the period or
                           periods within which (if any) and the terms and
                           conditions upon which (if other than as provided


                                       5


                           herein) the Series may be redeemed, in whole or in
                           part, at the option, or as an obligation, of the
                           Company;

                  (k)      the obligation, if any, of the Company to redeem,
                           purchase or repay the Series, in whole or in part,
                           pursuant to any sinking fund or analogous provisions
                           or at the option of a Holder thereof and the price or
                           prices at which and the period and periods within
                           which and the terms and conditions upon which the
                           Series shall be redeemed, purchased or repaid
                           pursuant to such obligation;

                  (l)      if other than denominations of $1,000 and any
                           multiple thereof, the denominations in which the
                           Series shall be issuable;

                  (m)      whether the Series shall be issued in whole or in
                           part in the form of a global Security or Securities;
                           the terms and conditions, if any, upon which such
                           global Security or Securities may be exchanged in
                           whole or in part for other individual securities, and
                           the depositary for such global Security and
                           Securities;

                  (n)      if other than the principal amount thereof, the
                           portion of the principal amount of the Series which
                           shall be payable upon declaration of acceleration of
                           the maturity thereof pursuant to Section 6.02 hereof;

                  (o)      any Events of Default with respect to the Series, if
                           not set forth herein;

                  (p)      any additions or changes to, or deletions from, the
                           covenants set forth in Article 4 or the acceleration
                           provisions applicable to the Series;

                  (q)      the provisions, if any relating to any security
                           provided for the Series;

                  (r)      the Trustee for the Series;

                  (s)      any other terms of the Series (which terms shall not
                           be inconsistent with the provisions of this
                           Indenture, but which may modify or delete any
                           provision of this Indenture with respect to such
                           Series; provided, however, that no such term may
                           modify or delete any provision hereof if imposed by
                           the TIA; and provided, further, that any modification
                           or deletion of the rights, duties or immunities of
                           the Trustee hereunder shall have been consented to in
                           writing by the Trustee).

         All Securities of any Series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Securities Resolution or in any such indenture supplemental hereto.

         The principal of and any interest on the Securities of any Series shall
be payable at the office or agency of the Company designated in the form of
Security for the Series (each such place herein called the "Place of Payment");
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto


                                       6


as such address shall appear in the register of Securities for such Series
referred to in Section 2.03 hereof.

         Each Security shall be in one of the forms approved from time to time
by or pursuant to a Securities Resolution, or established in one or more
indentures supplemental hereto. Prior to the delivery of a Security of any
Series to the Trustee for authentication in any form approved by or pursuant to
a Securities Resolution, the Company shall deliver to the Trustee the Securities
Resolution by or pursuant to which such form of Security for such Series has
been approved, which Securities Resolution shall have attached thereto a true
and correct copy of the form of Security for such Series that has been approved
by or pursuant thereto.

         In addition to the foregoing, when the Company delivers Securities of
any Series executed by it to the Trustee for authentication, except as otherwise
provided herein, the Trustee shall thereupon authenticate and make available for
delivery said Securities upon the written order of the Company, which order
shall be in the form of a Company Order. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall receive, and shall be fully protected in
relying upon:

                  (a) an executed supplemental indenture, if any;

                  (b) an Officers' Certificate delivered in accordance with
                      Section 12.03; and

                  (c) an Opinion of Counsel which shall state:

                           (1) that the form of such Securities has been
                  established by a supplemental indenture or by or pursuant to a
                  resolution of the Board of Directors in accordance with
                  Section 2.01 and in conformity with the provisions of this
                  Indenture;

                           (2) that the terms of such Securities have been
                  established in accordance with Section 2.01 and in conformity
                  with the other provisions of this Indenture;

                           (3) that such Securities, when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, will constitute valid and legally binding
                  obligations of the Company, enforceable in accordance with
                  their terms, subject to bankruptcy, insolvency, reorganization
                  and other laws of general applicability relating to or
                  affecting the enforcement of creditors' rights and to general
                  equity and public policy principles; and

                           (4) that all applicable laws and requirements in
                  respect of the execution and delivery by the Company of such
                  Securities have been complied with.

The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be


                                       7


taken or if the Trustee in good faith shall determine that such action would
expose the Trustee to personal liability to existing Holders.

         The Trustee's Certificate of Authentication shall be in substantially
the following form:

                  "This is one of the Securities of the Series described in the
within-mentioned Indenture.

                                       THE BANK OF NEW YORK TRUST COMPANY, N.A.,

                                             As Trustee


                                       By:
                                           -------------------------------------
                                           Authorized Signatory"

         The Securities may have notations, legends or endorsements required by
Section 2.11, law, stock exchange rule, automated quotation system, agreements
to which the Company is subject, or usage. Each Security shall be dated the date
of its authentication.

         SECTION 2.02 EXECUTION AND AUTHENTICATION.

         Two Officers shall sign the Securities for the Company by manual or
facsimile signature.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security is still valid.

         A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

         The Trustee shall authenticate Securities of any Series for original
issue up to the limit, if any, specified in the Securities Resolution for the
Series amount stated.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities of any Series. An authenticating agent may
authenticate Securities of such Series whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate.

         SECTION 2.03 AGENTS.

         The Company shall maintain an office or agency where Securities of a
particular Series may be presented for registration of transfer or for exchange
("Registrar"), where Securities of that Series may be presented for payment
("Paying Agent") and where Securities of that Series may be presented for
conversion to the extent and in the manner set forth in Article 10 ("Conversion
Agent"). Whenever the Company must issue or deliver Securities of a particular
Series pursuant to this Indenture, the Trustee shall authenticate the Securities
of that Series at the


                                       8


Company's request. The Registrar of a particular Series shall keep a register of
the Series and of their transfer and exchange.

         The Company may appoint more than one Registrar, Paying Agent or
Conversion Agent for any Series. The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture. If the Company does
not appoint another Registrar, Paying Agent, or Conversion Agent for any Series,
the Trustee shall act as such.

         SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

         On or prior to each due date of the Principal and interest on any
Security of any Series, the Company shall deposit with the Paying Agent for such
Series a sum sufficient to pay such Principal and interest when so becoming due.
The Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent will hold in trust for the benefit of
Securityholders of the particular Series for which it is acting or the Trustee
all money held by the Paying Agent for the payment of the Principal of or
interest on the Securities of such Series and will notify the Trustee of any
Default by the Company in making any such payment and will comply with Article
11. While any such Default continues, the Trustee may require a Paying Agent of
such Series to pay all money held by it to the Trustee of such Series. The
Company at any time may require a Paying Agent of the particular Series for
which it is acting to pay all money held by it with respect to such Series to
the Trustee of such Series and to account for any funds disbursed by the Paying
Agent. Upon complying with this Section, the Paying Agent of such Series shall
have no further liability for the money delivered to the Trustee of such Series.
If the Company or any Affiliate acts as Paying Agent for any Series, it shall
segregate the money held by it as Paying Agent of such Series and hold it as a
separate trust fund.

         SECTION 2.05 SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders separately by Series. If the Trustee is not the Registrar of any
Series, the Company shall furnish to the Trustee, in writing at least 10
Business Days before each interest payment date and at such other times as the
Trustee may request a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders of such Series.

         SECTION 2.06 TRANSFER AND EXCHANGE.

         The Securities shall be issued in registered form and shall be
transferable only upon surrender of a Security for registration of transfer.
When a Security of any Series is presented to the Registrar for such Series with
a request to register a transfer or to exchange them for an equal principal
amount of Securities of such Series of other denominations, the Registrar for
such Series shall register the transfer or make the exchange if its requirements
for such transactions are met and the Security of such Series has not been
redeemed. The Company may charge a reasonable fee for any registration of
transfer or exchange but not for any exchange pursuant to Section 2.10, 3.06 or
9.05.

                                       9


         All Securities issued upon any transfer or exchange pursuant to the
terms of this Indenture will evidence the same debt and will be entitled to the
same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

         Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among depositary
participants or beneficial owners of interests in any global security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

         SECTION 2.07 REPLACEMENT SECURITIES.

                  (a) If any mutilated Security is surrendered to the Trustee,
the Company will execute and the Trustee will authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  (b) If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss, or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser, the Company will execute and the Trustee will authenticate
and deliver, in lieu of any such destroyed, lost, or stolen Security, a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

                  (c) In case any such mutilated, destroyed, lost, or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.

                  (d) Upon the issuance of any new Security under this Section
2.07, the Company may require the payment of a sum sufficient to cover any tax,
assessment, fee or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

                  (e) Every new Security of any series issued pursuant to this
Section 2.07 in exchange for any mutilated Security or in lieu of any destroyed,
lost, or stolen Security will constitute an original additional contractual
obligation of the Company, whether or not the mutilated, destroyed, lost, or
stolen Security shall be at any time enforceable by anyone, and will


                                       10


be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.

                  (f) The provisions of this Section 2.07 are exclusive and will
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost, or stolen Securities.

         SECTION 2.08 OUTSTANDING SECURITIES.

         Securities of any Series outstanding at any time are all Securities of
such Series authenticated by the Trustee of such Series except for those
canceled by the Registrar of such Series, those delivered to it for cancellation
and those described in this Section as not outstanding. A Security does not
cease to be outstanding because the Company or an Affiliate holds the Security;
PROVIDED, HOWEVER, that in determining whether the holders of the requisite
principal amount of outstanding Securities are present at a meeting of holders
of Securities for quorum purposes or have consented to or voted in favor of any
request, demand, authorization, direction, notice, consent, waiver, amendment or
modification hereunder, Securities held for the account of the Company, any of
its subsidiaries or any of its affiliates shall be disregarded and deemed not to
be outstanding, except that in determining whether the Trustee shall be
protected in making such a determination or relying upon any such quorum,
consent or vote, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded.

         If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Company receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

         If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

         SECTION 2.09 TREASURY SECURITIES DISREGARDED FOR CERTAIN PURPOSES.

         In determining whether the Holders of the required Principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or an Affiliate shall be disregarded and deemed not to be
outstanding, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to deliver any such direction, waiver or consent with respect to
the Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.

         SECTION 2.10 TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may use
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without


                                       11


unreasonable delay, the Company shall deliver definitive Securities in exchange
for temporary Securities.

         SECTION 2.11 GLOBAL SECURITIES.

         The Company may issue some or all of the Securities of any Series in
temporary or permanent global form. The Company may issue a global Security of
any Series only to a depository. A depository may transfer a global Security of
any Series only to its nominee or to a successor depository. A global Security
of any Series shall represent the amount of Securities of such Series specified
in the global Security. A global Security of any Series may have variations that
the depository requires or that the Company considers appropriate for such a
security.

         Beneficial owners of part or all of a global Security of any Series are
subject to the rules of the depository as in effect from time to time.

         The Company, the Trustee and the Agents shall not be responsible for
any acts or omissions of a depository, for any depository records of beneficial
ownership interests or for any transactions between the depository and
beneficial owners.

         SECTION 2.12 CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Paying Agent and Conversion Agent, if not the Trustee, shall
forward to the Trustee any Securities surrendered to them for payment or
conversion. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, conversion or cancellation and shall dispose of
canceled Securities according to its standard procedures or as the Company
otherwise directs. The Company may not issue new Securities to replace
Securities that it has paid or which have been delivered to the Trustee for
cancellation or that any Securityholder has converted.

         SECTION 2.13 DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Securities of
any Series ("Defaulted Interest") such Defaulted Interest shall cease to be
payable to the Securityholder of such Series on the relevant record date and
shall be paid by the Company, at its election, under either (1) or (2) below:

                  (1)      The Company may pay the Defaulted Interest together
                           with interest thereon to the Persons which are
                           Securityholders of such Series on a subsequent
                           special record date. The Company shall notify the
                           Trustee of such Series of the amount of Defaulted
                           Interest together with interest thereon to be paid
                           and pay over such amount to the Trustee of such
                           Series. The Trustee of such Series shall then fix a
                           special record date and at the Company's expense
                           shall notify Securityholders of such Series not less
                           than 10 days prior to such special record date of the
                           proposed payment, of the special record date, and of
                           the payment date.

                                       12


                  (2)      The Company may make payment of Defaulted Interest
                           together with interest thereon in any lawful manner
                           not inconsistent with the requirements of any
                           securities exchange or automated quotation system on
                           which the Securities of such Series may be listed or
                           designated for issuance. The Company shall give
                           prompt notice to the Trustee and Securityholders of
                           such Series that it intends to make payment pursuant
                           to this Section 2.13(2) and of the special record
                           date of the proposed payment, and of the payment
                           date.

         SECTION 2.14 PERSONS DEEMED OWNERS.

         Prior to the due presentment of a Security for registration of
transfer, the Company, the Trustee, and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and, subject to Section 2.13, any interest on such Security and for all
other purposes whatsoever, whether or not such Security shall be overdue, and
neither the Company, the Trustees nor any agent of the Company or the Trustee
will be affected by notice to the contrary. None of the Company, the Trustee or
any Agent shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of any Security in global form,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. However, nothing herein shall prevent the
Company or the Trustee, or any Agent, from giving effect to: (i) any written
certification, proxy or other authorization furnished by any depository or its
nominee, as a Holder, with respect to such Security in global form; and (ii) the
operation of customary practices governing the exercise of the rights of such
depository as Holder of such Security in global form.

         SECTION 2.15 CUSIP NUMBERS.

         The Company in issuing any series of the Securities may use CUSIP
numbers, if then generally in use, and thereafter with respect to such series,
the Trustee may use such numbers in any notice of redemption or exchange with
respect to such series provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP numbers.

                                    ARTICLE 3

                                   REDEMPTION

         SECTION 3.01 NOTICE TO TRUSTEE.

         If Securities of any Series are to be redeemed, the Company shall
notify the Trustee of the redemption date, the Principal amount of Securities of
such Series to be redeemed and the provision of the Series permitting or
requiring the redemption.

                                       13


         The Company may reduce the Principal amount of Securities of any Series
required to be redeemed pursuant to the provisions of such Series if it notifies
the Trustee of the amount of the credit and the basis for it by delivery of an
Officers' Certificate. If the reduction is based on a credit for redeemed,
converted or canceled Securities that the Company has not previously delivered
to the Trustee for cancellation, the Company shall deliver such Securities to
the Registrar before the selection of securities to be redeemed.

         The Company shall give each notice provided for in this Section at
least 50 days before the redemption date unless a shorter period is satisfactory
to the Trustee. If fewer than all the Securities of any Series are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and given to the Trustee, which record date shall be not less than 15
days prior to the redemption date.

         SECTION 3.02 SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any Series are to be redeemed, the
Trustee shall select the Securities of such Series to be redeemed by a method
that complies with the requirements, if any, of any stock exchange on which the
Securities of such Series are listed and that the Trustee considers fair and
appropriate, which may include selection pro rata or by lot. The Trustee shall
make the selection from Securities of such Series outstanding not previously
called for redemption. The Trustee may select for redemption portions of the
Principal of Securities of such Series that have denominations larger than
$1,000. Securities and portions thereof selected by the Trustee shall be in
amounts of $1,000 or whole multiples of $1,000. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.

         SECTION 3.03 NOTICE OF REDEMPTION.

         Except as may be otherwise provided as to any particular Series, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed.

         The notice shall state that it is a notice of redemption, identify the
Securities of the Series to be redeemed and shall state:

                  (1)      the redemption date;

                  (2)      the redemption price;

                  (3)      the name and address of the Paying Agent and
                           Conversion Agent;

                  (4)      that Securities called for redemption must be
                           surrendered to the Paying Agent to collect the
                           redemption price;

                  (5)      that, unless the Company defaults in making such
                           redemption payment or the Paying Agent is prohibited
                           from making such payment pursuant to the terms of
                           this Indenture, interest on Securities (or portion
                           thereof) called for redemption ceases to accrue on
                           and after the redemption date; and

                                       14


                  (6)      list the CUSIP number of the Series of Securities and
                           state that no representation is made as to the
                           correctness or accuracy of the CUSIP number, if any,
                           listed in such notice or printed on the Securities.

         At the Company's request, in the form of a Company Order and Officers'
Certificate, the Trustee shall give the notice of redemption in the Company's
name and at its expense.

         SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the redemption date at the redemption price. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date.
Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.

         SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.

         On or before the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or any Affiliate is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of,
and accrued interest on, all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which have been
delivered by the Company to the Registrar for cancellation. The Paying Agent
shall return to the Company any money not required for that purpose because of
conversion of Securities.

         Unless the Company shall default in the payment of Securities (and
accrued interest) called for redemption, interest on such Securities shall cease
to accrue after the redemption date.

         SECTION 3.06 SECURITIES REDEEMED IN PART.

         Upon surrender of a Security that is redeemed in part, the Company
shall deliver to the Holder (at the Company's expense) a new Security of the
same Series equal in Principal amount to the unredeemed portion of the Security
surrendered.

                                    ARTICLE 4

                                    COVENANTS

         SECTION 4.01 PAYMENT OF SECURITIES.

         The Company shall pay the Principal of and interest on the Securities
of any Series on the dates and in the manner provided in the Securities of such
Series and this Indenture. Principal and interest shall be considered paid on
the date due if the Paying Agent holds in accordance with this Indenture, by
11:00 a.m. New York time, on that date money sufficient to pay all Principal and
interest then due and the Paying Agent is not prohibited from paying such money
to the Holders of such Series on such date pursuant to the terms of this
Indenture.



                                       15


         The Company shall pay interest on overdue Principal of any Series at
the rate borne by the Securities of any Series; it shall pay interest on overdue
Defaulted Interest at the same rate to the extent lawful.

         SECTION 4.02 SEC REPORTS.

         The Company shall file with the Trustee within 15 days after it files
them with the SEC copies of the annual reports and of the information,
documents, and other reports which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. The Company will cause any
quarterly and annual reports which it makes available to its stockholders to be
mailed to the Holders. The Company will also comply with the other provisions of
TIA ss. 314(a). Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute notice or constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

         SECTION 4.03 COMPLIANCE CERTIFICATE.

         The Company shall deliver to the Trustee annually, commencing
_____________, within 105 days after the end of each fiscal year of the Company,
a brief certificate signed by the principal executive officer, principal
financial officer or principal accounting officer of the Company, as to the
signer's knowledge of the Company's compliance with all conditions and covenants
contained in this Indenture (determined without regard to any period of grace or
requirement of notice provided herein).

         SECTION 4.04 NOTICE OF CERTAIN EVENTS.

         The Company shall give prompt written notice to the Trustee and any
Paying Agent with respect to any Series of (i) any Proceeding, (ii) any Default
or Event of Default, (iii) any cure or waiver of any Default or Event of
Default, and (iv) if and when the Securities of such Series are listed on any
stock exchange.

                                    ARTICLE 5

                                   SUCCESSORS

         SECTION 5.01 WHEN COMPANY MAY MERGE, ETC.

         Except as may otherwise be provided as to any particular Series, the
Company shall not consolidate or merge with or into, or transfer all or
substantially all of its assets to, any Person unless:

                  (1)      either the Company shall be the resulting or
                           surviving entity or such person is a corporation
                           organized and existing under the laws of the United
                           States, a State thereof or the District of Columbia
                           [or under the laws of Canada or any province
                           thereof];



                                       16


                  (2)      if the Company is not the resulting or surviving
                           entity, such Person assumes by supplemental indenture
                           all the obligations of the Company under the
                           Securities and this Indenture; and

                  (3)      immediately before and immediately after the
                           transaction no Default exists.

         The Company shall deliver to the Trustee prior to the proposed
transaction an Officers' Certificate and an Opinion of Counsel, each of which
shall state that such consolidation, merger or transfer and such supplemental
indenture comply with this Article 5 (other than as to compliance with Section
5.01(3), as to which no opinion need be given in the Opinion of Counsel) and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

         SECTION 5.02 SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.01,
the successor corporation formed by such consolidation or into which the Company
is merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and the Securities with the same effect as if such successor corporation had
been named as the Company herein and in the Securities. Thereafter the
obligations of the Company under the Securities and Indenture shall terminate
except for the obligation to pay the Principal of and interest on the Securities
in the case of a transfer.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

         SECTION 6.01 EVENTS OF DEFAULT.

         An "Event of Default" occurs with respect to Securities of any
particular Series if, unless in the establishing Securities Resolution or
supplemental indenture for such Series it is provided that such Series shall not
have the benefit of said Event of Default:

                  (1)      the Company Defaults in the payment of interest on
                           any Security of that Series when the same becomes due
                           and payable and such Default continues for a period
                           of 30 days;

                  (2)      the Company Defaults in the payment of the Principal
                           of any Security of that Series when the same becomes
                           due and payable at maturity, upon redemption or
                           otherwise;

                  (3)      the Company fails to comply with any of its other
                           agreements in the Securities of that Series or this
                           Indenture with respect to that Series and such
                           failure continues for the period and after the notice
                           specified below;

                  (4)      the Company pursuant to or within the meaning of any
                           Bankruptcy Law:


                                       17


                           (A)      commences a voluntary case,

                           (B)      consents to the entry of an order for relief
                                    against it in an involuntary case,

                           (C)      consents to the appointment of a Custodian
                                    of it or for all or substantially all of its
                                    property, or

                           (D)      makes a general assignment for the benefit
                                    of its creditors;

                  (5)      a court of competent jurisdiction enters an order or
                           decree under any Bankruptcy Law that:

                           (A)      is for relief against the Company in an
                                    involuntary case,

                           (B)      appoints a Custodian of the Company or for
                                    all or substantially all of its property, or

                           (C)      orders the liquidation of the Company, and
                                    the order or decree remains unstayed and in
                                    effect for 60 days; or

                  (6)      an Event of Default provided in the establishing
                           Securities Resolution or supplemental indenture for
                           that Series occurs.

         The foregoing will constitute Events of Default whatever the reason for
any such Event of Default, whether it is voluntary or involuntary, or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

         The term "Bankruptcy Law" means title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         A Default under clause (3) is not an Event of Default until the Trustee
or the Holders of at least 25% in Principal amount of the Securities of that
Series notify the Company and the Trustee of that Series of the Default and the
Company does not cure the Default, or it is not waived, within 60 days after
receipt of the notice. The notice must specify the Default, demand that it be
remedied to the extent consistent with law, and state that the notice is a
"Notice of Default".

         SECTION 6.02 ACCELERATION.

         If an Event of Default with respect to any Series occurs and is
continuing (other than an Event of Default arising under 6.01(4) or (5)), the
Trustee by notice to the Company, or the Holders of at least 25% in Principal
amount of the Series by notice to the Company and the Trustee of that Series,
may declare the Principal of and accrued interest on all the Securities of such
Series to be due and payable. Upon such declaration the Principal and interest
shall be due and payable immediately.


                                       18


         If an Event of Default under Section 6.01(4) or (5) occurs, then the
principal of, premium, if any, and accrued interest on the Securities shall
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter
provided, the Holders of a majority in principal amount of the outstanding
Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if (i) the Company has
paid or deposited with the Trustee a sum sufficient to pay (A) all overdue
interest on all Securities of that series, (B) the principal of (and premium, if
any, on) any Securities of that series which have become due otherwise than by
such declaration of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities, (C) to the extent that payment of such
interest is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and (D) all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements, and
advances of the Trustee and its agents and counsel and (ii) all Events of
Default with respect to Securities of that series, other than the nonpayment of
the principal of Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided herein. No
such rescission will affect any subsequent default or impair any right
consequent thereon.

         SECTION 6.03 OTHER REMEDIES.

         If an Event of Default occurs with respect to any Series and is
continuing, the Trustee may pursue any available remedy to collect the payment
of Principal or interest on the Securities of such Series or to enforce the
performance of any provision of the Securities of such Series or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of such Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

         SECTION 6.04 WAIVER OF PAST DEFAULTS.

         The Holders of a majority in Principal amount of the Securities of any
Series by notice to the Trustee may waive an existing Default with respect to
that Series and its consequences except:

                  (1)      a Default in the payment of the Principal of or
                           interest on any Security of such Series; or

                  (2)      a Default with respect to a provision that under
                           Section 9.02 cannot be amended without the consent of
                           each Securityholder of such Series affected.

                                       19


         SECTION 6.05 CONTROL BY MAJORITY.

         The Holders of a majority in Principal amount of the Securities of any
Series may direct the time, method and place of conducting any proceeding for
any remedy of any Series available to the Trustee or exercising any trust or
power conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, is unduly prejudicial to
the rights of other Securityholders of such Series, or would involve the Trustee
in personal liability or expense for which the Trustee has not received a
satisfactory indemnity therefor.

         SECTION 6.06 LIMITATION ON SUITS.

         A Securityholder of such Series may pursue a remedy with respect to
this Indenture or the Securities with respect to that Series only if:

                  (1)      the Holder gives to the Trustee notice of a
                           continuing Event of Default;

                  (2)      the Holders of at least 25% in Principal amount of
                           the Securities of such Series make a request to the
                           Trustee to pursue the remedy;

                  (3)      the Trustee either (i) gives to such Holders notice
                           it will not comply with the request, or (ii) does not
                           comply with the request within 60 days after receipt
                           of the request;

                  (4)      the Holders of a majority in Principal amount of the
                           Securities of such Series do not give the Trustee a
                           direction inconsistent with the request prior to the
                           earlier of the date, if ever, on which the Trustee
                           delivers a notice under Section 6.06(3)(i) or the
                           expiration of the period described in Section
                           6.06(3)(ii); and

                  (5)      such Holder or Holders have offered to the Trustee
                           indemnity satisfactory to the Trustee against the
                           costs, expenses, and liabilities to be incurred in
                           compliance with such request.

         A Securityholder of any Series may not use this Indenture to prejudice
the rights of another Securityholder of such Series or to obtain a preference or
priority over another Securityholder of such Series.

         SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of any Series to receive payment of Principal and interest
on the Security of such Series, on or after the respective due dates expressed
in the Security of such Series, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of the Holder.

         Nothing in this Indenture limits or defers the right or ability of
Holders to petition for commencement of a case under applicable Bankruptcy Law
to the extent consistent with such Bankruptcy Law.


                                       20


         SECTION 6.08 PRIORITIES.

         After an Event of Default of any Series any money or other property
distributable in respect of the Company's obligations under this Indenture shall
be paid in the following order:

                           First: to the Trustee (including any predecessor
                  Trustee) for amounts due under Section 7.07;

                           Second: to Securityholders for amounts due and unpaid
                  on the Securities of such Series for Principal and interest,
                  ratably, without preference or priority of any kind, according
                  to the amounts due and payable on the Securities of such
                  Series for Principal and interest, respectively; and

                           Third: to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders of any Series.

         SECTION 6.09 UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in Principal
amount of the Securities of any Series.

         SECTION 6.10 PROOF OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements,
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceeding relative to the Company, their creditors or their
property and shall be entitled and empowered to collect and receive any monies
or other property payable or deliverable on any such claim and to distribute the
same, and any custodian in any such judicial proceedings is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements, and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee hereunder. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Securityholder of any Series any plan of reorganization,
arrangement, adjustment, or composition affecting the Securities of any Series
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Securityholder of any Series in any Proceeding.

                                       21


                                    ARTICLE 7

                                     TRUSTEE

         SECTION 7.01 DUTIES OF TRUSTEE.

                  (a)      If an Event of Default has occurred and is
                           continuing, the Trustee shall exercise such of the
                           rights and powers vested in it by this Indenture, and
                           use the same degree of care and skill in their
                           exercise, as a prudent person would exercise or use
                           under the circumstances in the conduct of its own
                           affairs.

                  (b)      Except during the continuance of an Event of Default:

                           (1)      The Trustee need perform only those duties
                                    that are specifically set forth in this
                                    Indenture and no others, and no implied
                                    covenants or obligations shall be read into
                                    this Indenture against the Trustee; and

                           (2)      In the absence of bad faith on its part, the
                                    Trustee may conclusively rely, as to the
                                    truth of the statements and the correctness
                                    of the opinions expressed therein, upon
                                    certificates or opinions furnished to the
                                    Trustee and conforming to the requirements
                                    of this Indenture; but in the case of any
                                    such certificates or opinions which by any
                                    provision hereof are specifically required
                                    to be furnished to the Trustee, the Trustee
                                    shall be under a duty to examine the same to
                                    determine whether or not they conform to the
                                    requirements of this Indenture (but need not
                                    confirm or investigate the accuracy of
                                    mathematical calculations or other facts
                                    stated therein).

                  (c)      The Trustee may not be relieved from liability for
                           its own negligent action, its own negligent failure
                           to act or its own willful misconduct, except that:

                           (1)      This paragraph does not limit the effect of
                                    paragraph (b) of this Section.

                           (2)      The Trustee shall not be liable for any
                                    error of judgment made in good faith by a
                                    Responsible Officer, unless it is proved
                                    that the Trustee was negligent in
                                    ascertaining the pertinent facts.

                           (3)      The Trustee shall not be liable with respect
                                    to any action it takes or omits to take in
                                    good faith in accordance with a direction
                                    received by it pursuant to Section 6.05.

                           (4)      The Trustee may refuse to perform any duty
                                    or exercise any right or power which would
                                    require it to expend its own funds or risk

                                       22


                                    any liability if it shall reasonably believe
                                    that repayment of such funds or adequate
                                    indemnity against such risk is not
                                    reasonably assured to it.

                  (d)      Every provision of this Indenture that in any way
                           relates to the Trustee is subject to paragraphs (a),
                           (b) and (c) of this Section.

                  (e)      The Trustee shall not be liable for interest on any
                           money received by it except as the Trustee may agree
                           with the Company. Money held in trust by the Trustee
                           need not be segregated from other funds except to the
                           extent required by law.

                  (f)      The Trustee agrees to accept and act upon facsimile
                           transmission of written instructions or directions
                           pursuant to this Indenture, it being understood that
                           originals of such shall be provided to the Trustee in
                           a timely manner.

         SECTION 7.02 RIGHTS OF TRUSTEE.

                  (a)      The Trustee may conclusively rely and shall be
                           protected in acting or refraining from acting upon on
                           any document believed by it to be genuine and to have
                           been signed or presented by the proper Person. The
                           Trustee need not investigate any fact or matter
                           stated in the document.

                  (b)      Before the Trustee acts or refrains from acting, it
                           may require an Officers' Certificate or an Opinion of
                           Counsel. The Trustee shall not be liable for any
                           action it takes or omits to take in good faith in
                           reliance on the Officers' Certificate or an Opinion
                           of Counsel. The Trustee may also consult with counsel
                           of its selection on any matter relating to the
                           Indenture or the Securities and the Trustee shall not
                           be liable for any action it takes or omits to take in
                           good faith in reliance on the advice of counsel.

                  (c)      The Trustee may act through agents and attorneys and
                           shall not be responsible for the misconduct or
                           negligence of any agent or attorney appointed with
                           due care.

                  (d)      The Trustee shall not be liable for any action it
                           takes or omits to take in good faith which it
                           believes to be authorized or within its rights or
                           powers.

                  (e)      Any request or direction of the Company mentioned
                           herein shall be sufficiently evidenced by a Company
                           Order and any resolution of the Board of Directors
                           may be sufficiently evidenced by a Board Resolution.

                  (f)      Whenever in the administration of this Indenture the
                           Trustee shall deem it desirable that a matter be
                           proved or established prior to taking, suffering or
                           omitting any action hereunder, the Trustee (unless
                           other evidence be herein specifically prescribed)
                           may, in the absence of bad faith on its part,
                           conclusively rely upon an Officers' Certificate.

                                       23


                  (g)      The Trustee shall be under no obligation to exercise
                           any of the rights or powers vested in it by this
                           Indenture at the request or direction of any of the
                           Holders pursuant to this Indenture, unless such
                           Holders shall have offered to the Trustee security or
                           indemnity satisfactory to the Trustee against the
                           costs, expenses and liabilities which might be
                           incurred by it in compliance with such request or
                           direction.

                  (h)      The Trustee shall not be bound to make any
                           investigation into the facts or matters stated in any
                           resolution, certificate, statement, instrument,
                           opinion, report, notice, request, direction, consent,
                           order, bond, debenture, note, other evidence of
                           indebtedness or other paper or document, but the
                           Trustee, in its discretion, may make such further
                           reasonable inquiry or investigation into such facts
                           or matters as it may determine in good faith, and, if
                           the Trustee shall determine to make such further
                           inquiry or investigation, it shall be entitled to
                           examine the relevant books, records and premises of
                           the Company, personally or by agent or attorney
                           during regular business hours at the sole cost of the
                           Company and shall incur no liability or additional
                           liability of any kind by reason of such inquiry or
                           investigation.

                  (i)      In no event shall the Trustee be responsible or
                           liable for special, indirect, or consequential loss
                           or damage of any kind whatsoever (including, but not
                           limited to, loss of profit) irrespective of whether
                           the Trustee has been advised of the likelihood of
                           such loss or damage and regardless of the form of
                           action.

                  (j)      The Trustee shall not be deemed to have notice of any
                           Default or Event of Default unless a Responsible
                           Officer of the Trustee has actual knowledge thereof
                           or unless written notice of any event which is in
                           fact such a default is received by the Trustee at the
                           Corporate Trust Office of the Trustee, and such
                           notice references the Securities and this Indenture.

                  (k)      The rights, privileges, protections, immunities and
                           benefits given to the Trustee, including, without
                           limitation, its right to be indemnified, are extended
                           to, and shall be enforceable by, the Trustee in each
                           of its capacities hereunder, and each agent,
                           custodian and other Person employed to act hereunder.

                  (l)      The Trustee may request that the Company deliver a
                           certificate setting forth the names of individuals
                           and/or titles of officers authorized at such time to
                           take specified actions pursuant to this Indenture.
                           [NOTE: THIS "FORWARD-LOOKING" INCUMBENCY CERTIFICATE
                           FUNCTIONS LIKE A SIGNATURE CARD, WHICH THE BANK
                           OFFICER MAY KEEP ON FILE AND REFER TO THROUGHOUT THE
                           LIFE OF THE TRANSACTION. A FORM OF SUCH INCUMBENCY
                           CERTIFICATE IS ATTACHED HERETO FOR YOUR CONVENIENCE.]

                                       24


                  (m)      In no event shall the Trustee be responsible or
                           liable for any failure or delay in the performance of
                           its obligations hereunder arising out of or caused
                           by, directly or indirectly, forces beyond its
                           control, including, without limitation, strikes, work
                           stoppages, accidents, acts of war or terrorism, civil
                           or military disturbances, nuclear or natural
                           catastrophes or acts of God, and interruptions, loss
                           or malfunctions of utilities, communications or
                           computer (software and hardware) services; it being
                           understood that the Trustee shall use reasonable
                           efforts which are consistent with accepted practices
                           in the banking industry to resume performance as soon
                           as practicable under the circumstances.

         SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE; DISQUALIFICATION.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to TIA ss.
310(b) and ss. 311.

         SECTION 7.04 TRUSTEE'S DISCLAIMER.

         The Trustee shall have no responsibility for the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the
Company's use of the proceeds from the Securities and it shall not be
responsible for any statement in the Securities other than its authentication.

         SECTION 7.05 NOTICE OF DEFAULTS.

         If a continuing Default of any Series is known to the Trustee, the
Trustee shall mail to Securityholders of such Series a notice of the Default
within 90 days after it occurs. Except in the case of a Default in payment on
any Security of any Series, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Securityholders of such Series.
The Trustee shall mail to Securityholders of any applicable Series any notice it
receives from Securityholder(s) of such Series under Section 6.06, and of any
notice the Trustee provides pursuant to Section 6.06(3)(1).

         SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS.

         If required pursuant to TIA ss. 313(a), within 60 days after the
reporting date stated in Section 12.09, the Trustee shall mail to
Securityholders of any Series a brief report dated as of such reporting date
that complies with TIA ss. 313(a). The Trustee also shall comply with TIA ss.
313(b)(2).

         A copy of each report at the time of its mailing to Securityholders of
any Series shall be filed with the SEC and each stock exchange on which the
Securities of such Series are listed.

                                       25


         SECTION 7.07 COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation for its services, including for any Agent capacity in which it
acts, as the parties shall agree from time to time. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses, disbursements and advances made or incurred by it. Such
expenses shall include the reasonable compensation and out-of-pocket expenses of
the Trustee's agents and counsel.

         The Company shall indemnify each of the Trustee and any predecessor
Trustee and their agents for, and hold them harmless against, any and all loss,
liability, claim, damage or expense, including taxes (other than taxes based on
the income of the Trustee) arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim (whether asserted by the Company,
any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder or in connection with
enforcing the provisions of this Section. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not unreasonably be withheld.

         The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence, willful misconduct
or bad faith.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay Principal and
interest on particular Securities.

         Without prejudice to its rights hereunder, when the Trustee incurs
expenses or renders services after an Event of Default specified in Section
6.01(4) or (5) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.

         This Section 7.07 shall survive the discharge of the Indenture.

         SECTION 7.08 REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee with respect to one or more or
all Series and appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as provided in this
Section.

         The Trustee may resign with respect to one or more or all Series by so
notifying the Company. The Holders of a majority in Principal amount of the
Securities of any Series may remove the Trustee as to that Series by so
notifying the Trustee and the Company. The Company may remove the Trustee with
respect to one or more or all Series if:

                                       26


                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

                  (3) a receiver or public officer takes charge of the Trustee
                      or its property; or

                  (4) the Trustee becomes incapable of acting.

         If, as to any Series, the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee for that Series.

         If a successor Trustee for such Series is not appointed and does not
take office within 30 days after the retiring Trustee for such Series resigns,
the retiring Trustee for such Series or the Company may appoint a successor
Trustee for such Series at any time prior to the date on which a successor
Trustee takes office for such Series. If a successor Trustee for such Series
does not take office within 45 days after the retiring Trustee for such Series
resigns or is removed, the retiring Trustee for such Series, the Company or,
subject to Section 6.09, any Securityholder of such Series may petition any
court of competent jurisdiction, at the expense of the Company, for the
appointment of a successor Trustee for such Series.

         If, as to any Series, the Trustee fails to comply with Section 7.10,
any Securityholder of such Series may petition any court of competent
jurisdiction for the removal of the Trustee for such Series and the appointment
of a successor Trustee for such Series. Within one year after a successor
Trustee for such Series appointed pursuant to this Section 7.08 takes office,
the Holders of a majority in Principal amount of the Securities for such Series
may appoint a successor Trustee for such Series to replace such successor
Trustee for such Series.

         A successor Trustee as to any Series shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture as to that Series. The successor Trustee as to any Series
shall mail a notice of its succession to Securityholders of such Series. The
retiring Trustee as to any Series shall promptly transfer all property held by
it as Trustee of such Series to the successor Trustee of such Series, subject to
the lien provided for in Section 7.07.

         SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee for any Series consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee of such Series, if such successor corporation is eligible and
qualified under Section 7.10.

         SECTION 7.10 ELIGIBILITY.

         Each Series shall always have a Trustee who satisfies the requirements
of TIA ss. 310(a)(1) and ss. 310(a)(2). The Trustee for such Series shall always
have a combined capital and surplus as stated in Section 12.09.

                                       27


         SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         Upon and so long as the Indenture is qualified under the TIA, the
Trustee as to any Series is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee as to any Series who has
resigned or been removed is subject to TIA ss. 311(a) to the extent indicated.

                                    ARTICLE 8

                           SATISFACTION AND DISCHARGE

         SECTION 8.01 SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of
Securities expressly provided for herein), and the Trustee, on demand of and at
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (1)      either

                           (A)      all Securities theretofore authenticated and
                                    delivered (other than

                                    (i)     Securities which have been
                                            destroyed, lost or stolen and which
                                            have been replaced or paid as
                                            provided in Section 2.07 and

                                    (ii)    Securities for whose payment money
                                            has theretofore been deposited in
                                            trust or segregated and held in
                                            trust by the Company and thereafter
                                            repaid to the Company or discharged
                                            from such trust, as provided in
                                            Section 8.04)

                                    have been delivered to the Trustee for
                                    cancellation; or

                           (B)      all such Securities not theretofore
                                    delivered to the Trustee for cancellation

                                    (i)     have become due and payable, or

                                    (ii)    will become due and payable at their
                                            stated maturity within one year, or

                                    (iii)   are to be called for redemption
                                            within one year under arrangements
                                            satisfactory to the Trustee for the
                                            giving of notice of redemption by
                                            the Trustee in the name, and at the
                                            expense, of the Company,

                                    and the Company in the case of (i), (ii),
                                    and (iii) above, has deposited or caused to
                                    be deposited with the Trustee as trust funds



                                       28


                                    in trust for the purpose an amount of money
                                    or U.S. Government Obligations sufficient to
                                    pay and discharge the entire indebtedness on
                                    such Securities not theretofore delivered to
                                    the Trustee for cancellation, for Principal
                                    and interest to the date of such deposit (in
                                    the case of Securities which have become due
                                    and payable) or to the stated maturity or
                                    redemption date, as the case may be;

                  (2)      the Company has paid or caused to be paid all other
                           sums payable hereunder by the Company; and

                  (3)      the Company has delivered to the Trustee an Officers'
                           Certificate and an Opinion of Counsel, each stating
                           that all conditions precedent herein provided for
                           relating to the satisfaction and discharge of this
                           Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Holders under Section 4.01, to the Trustee
under Section 7.07, and, if money or U.S. Government Obligations shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 8.02 shall survive.

         SECTION 8.02 APPLICATION OF TRUST FUNDS.

         Subject to the provisions of Section 8.04, the Trustee or Paying Agent
shall hold in trust, for the benefit of the Holders, all money and U.S.
Government Obligations deposited with it (or into which such money and U.S.
Government Obligations are reinvested) pursuant to Section 8.01. It shall apply
such deposited money and money from U.S. Government Obligations in accordance
with this Indenture to the payment of the Principal and interest on the
Securities. Money and U.S. Government Obligations so held in trust are subject
to the Trustee's rights under Section 7.07.

         SECTION 8.03 REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Obligations in accordance with Section 8.01 by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8, until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 8.01; provided, however, that if the
Company makes any payment of Principal of or interest on any Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent after payment
in full to the Holders.

         SECTION 8.04 REPAYMENT TO COMPANY.

         The Trustee and Paying Agent shall promptly turn over to the Company
upon request any excess money or U.S. Government Obligations held by them at any
time. All money or U.S.


                                       29


Government Obligations deposited with the Trustee pursuant to Section 8.01 (and
held by it or a Paying Agent) for the payment of Securities subsequently
converted shall be returned to the Company upon request.

         The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for payment of Principal or interest that remains
unclaimed for two years after the right to such money has matured. After payment
to the Company, Securityholders entitled to the money shall look to the Company
for payment as unsecured general creditors unless an abandoned property law
designates another Person.

                                    ARTICLE 9

                                   AMENDMENTS

         SECTION 9.01 WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee as to any Series may amend this Indenture
or the Securities of such Series without the consent of any Securityholder of
such Series:

                  (1)      to cure any ambiguity, defect or inconsistency;

                  (2)      to comply with Sections 5.01;

                  (3)      to make any change that does not adversely affect the
                           rights of any Securityholder; or

                  (4)      to establish additional Series as permitted by ss.
                           ss. 201 hereof.

         SECTION 9.02 WITH CONSENT OF HOLDERS.

         The Company and the Trustee of such Series may amend this Indenture or
the Securities of such Series with the written consent of the Holders of at
least a majority in Principal amount of the Securities of such Series. However,
without the consent of each Securityholder affected, an amendment under this
Section may not:

                  (1)      reduce the amount of Securities whose Holders must
                           consent to an amendment;

                  (2)      reduce the interest on or change the time for payment
                           of interest on any Security;

                  (3)      reduce the Principal of or change the fixed maturity
                           of any Security;

                  (4)      reduce the premium payable upon the redemption of any
                           Security or change the time at which any Security may
                           or shall be redeemed;

                  (5)      make any Security payable in money other than that
                           stated in the Security;

                  (6)      make any change in Section 6.04, 6.07 or 9.02 (second
                           sentence);

                                       30


                  (7)      make any change that adversely affects the right to
                           convert any Security; or

                  (8)      make any change that adversely affects the preference
                           or priority of the Security.

         An amendment or waiver under this Section that waives, changes or
eliminates any covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular Series, or that
modifies the rights of the Holders of Securities of such Series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other Series.

         It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent approves the substance thereof.

         SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT AND SECTION 12.03.

         Every amendment to this Indenture or the Securities shall comply with
the TIA as then in effect, so long as the Indenture and Securities are subject
to the TIA. The Trustee is entitled to, and the Company shall provide an Opinion
of Counsel and Officers' Certificate that the Trustee's execution of any
amendment or supplemental indenture is permitted under this Article 9.

         SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.

         A consent to an amendment or a waiver by a Holder of a Security shall
bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent or waiver is not made on the Security. However, any
such Holder or subsequent Holder may revoke the consent or Waiver as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective. After
an amendment or waiver becomes effective, it shall bind every Securityholder of
any Series to which the amendment of waiver applies.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or take
any such action, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date.

         SECTION 9.05 NOTICE OF AMENDMENT; NOTATION ON OR EXCHANGE OF
         SECURITIES.

         After any amendment under this Article becomes effective, the Company
shall mail to Securityholders of any Series affected a notice briefly describing
such amendment. The failure


                                       31


to give such notice to all Securityholders of such Series, or any defect
therein, shall not impair or affect the validity of an amendment under this
Article.

         The Company or the Trustee may place an appropriate notation about an
amendment or waiver on any Security of any Series affected thereafter
authenticated. The Company may issue in exchange for affected Securities of such
Series new Securities of such Series that reflect the amendment or waiver.

         SECTION 9.06 TRUSTEE PROTECTED.

         The Trustee need not sign any supplemental indenture that adversely
affects its rights.

                                   ARTICLE 10

                                   CONVERSION

         SECTION 10.01 TO BE SUPPLEMENTED.

         If a Series is to be convertible into common shares or other securities
of the Company, then the Company and the Trustee may enter into a supplemental
indenture setting forth the conversion rights of the Holders of such Series.

                                   ARTICLE 11

                                  SUBORDINATION

         SECTION 11.01 TO BE SUPPLEMENTED.

         If a Series is to be subordinated to other debt securities of the
Company, then the Company and the Trustee may enter into a supplemental
indenture setting forth the provisions governing such subordination.

                                   ARTICLE 12

                                  MISCELLANEOUS

         SECTION 12.01 NOTICES.

         Any notice by one party to the other shall be in writing and sent to
the other's address stated in Section 12.09. The notice is duly given if it is
delivered in Person or sent by a national courier service which provides next
Business Day delivery or by first-class mail or facsimile.

         A party by notice to the other party may designate additional or
different addresses for subsequent notices.

         Any notice sent to a Securityholder shall be sent by facsimile or
mailed by first-class letter mailed to its address shown on the register kept by
the Registrar. Failure to send a notice to a Securityholder or any defect in a
notice sent to a Securityholder shall not affect the sufficiency of the notice
sent to other Securityholders.

                                       32


         If a notice is delivered or sent in the manner provided above within
the time prescribed, it is duty given, whether or not the addressee receives it;
provided, however, that all notices to the Trustee shall be effective only upon
actual receipt.

         If the Company sends a notice to Securityholders of any Series, it
shall deliver or mail a copy to the Trustee of such Series and each Agent of
such Series at the same time.

         A "notice" includes any communication required by this Indenture.

         SECTION 12.02 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

         Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, and Registrar and anyone else shall have
the protection of TIA ss. 312(c).

         SECTION 12.03 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (1)      an Officers' Certificate stating that, in the opinion
                           of the signers, all conditions precedent, if any,
                           provided for in this Indenture relating to the
                           proposed action have been complied with; and

                  (2)      an Opinion of Counsel stating that, in the opinion of
                           such counsel, all such conditions precedent have been
                           complied with.

         SECTION 12.04 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

                  (1)      a statement that each Person making such certificate
                           or opinion has read such covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
                           examination or investigation upon which the
                           statements or opinions contained in such certificate
                           or opinion are based;

                  (3)      a statement that, in the opinion of such Person, he
                           has made such examination or investigation as is
                           necessary to enable him to express an informed
                           opinion as to whether or not such covenant or
                           condition has been complied with; and

                  (4)      a statement as to whether or not, in the opinion of
                           such Person, such condition or covenant has been
                           complied with.



                                       33


         SECTION 12.05 RULES BY TRUSTEE AND AGENTS.

         The Trustee with respect to any Series may make reasonable rules for
action by or a meeting of Securityholders of such Series. The Agent with respect
to any Series may make reasonable rules and set reasonable requirements for its
functions.

         SECTION 12.06 LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York and California are not required to be open. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

         SECTION 12.07 NO RECOURSE AGAINST OTHERS.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the indenture or for any claim based on, in respect of or by
reason of such obligations or their creation.

         SECTION 12.08 DUPLICATE ORIGINALS.

         The parties may sign any number of copies, and may execute such in
counterparts, of this Indenture. One signed copy is enough to prove this
Indenture.

         SECTION 12.09 VARIABLE PROVISIONS.

         "Officer" means the President, the Chief Financial Officer, any
Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

         The Company initially appoints the Trustee as Registrar, Paying Agent
and Conversion Agent.

         The first certificate pursuant to Section 4.03 shall be for the fiscal
year ending on December 31 next following the first date any Series is
outstanding under this Indenture.

         The reporting date for Section 7.06 is May 15 of each year. The first
reporting date is May 15 next following the first date any Series is outstanding
under this Indenture.

         The Trustee shall always have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee will be deemed to be in compliance with the capital and
surplus requirement set forth in the preceding sentence if its obligations are
guaranteed by a Person which could otherwise act as Trustee, hereunder and which
meets such capital and surplus requirement and the Trustee has at least the
minimum capital and surplus required by TIA ss. 310(a)(2).

         In determining whether the Trustee has a conflicting interest as
defined in TIA ss. 310(b)(I), the following is excluded: [___________________].


                                       34


         SECTION 12.10 ACTS OF HOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by the requisite number of such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments in sufficient quantity to comply with the requirements under this
Indenture are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of Holders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

         (c) The ownership of registered Securities shall be proved by the
Register, and the ownership of bearer Securities, if any, may be proved by the
production of such bearer Securities or by a certificate executed by any trust
company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depository, or
exhibited to it, the bearer Securities therein described.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

         (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,


                                       35


demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.



























                                       36


         The Company's address is:

                  6500 N. Mineral Drive, Suite 200
                  Coeur d'Alene, Idaho
                  83815-9408
                  Facsimile No.:  208-292-5509
                  Attention:  Chief Financial Officer

         The Trustee's address is:

                  The Bank of New York Trust Company, N.A.
                  700 South Flower Street
                  Suite 500
                  Los Angeles, California  90017
                  Facsimile No.:  213-630-6298
                  Attention:  Corporate Trust Administration

         SECTION 12.11 GOVERNING LAW.

         The laws of the State of New York without regard to principles of
conflicts of law shall govern this Indenture and the Securities.

Dated:                                HECLA MINING COMPANY

                                      By:
                                          --------------------------------------
                                      Name:

                                      Title:




Dated:                                The Bank of New York Trust Company, N.A.,
                                         Trustee

                                      By:
                                          --------------------------------------
                                      Name:

                                      Title:








                                       37

EX-5.1

                                                                     Exhibit 5.1


                              BELL, BOYD & LLOYD LLC

       70 West Madison Street, Suite 3100 o Chicago, Illinois 60602-4207
                        312.372.1121 o Fax 312.827.8000



                                 June 28, 2005



Hecla Mining Company
6500 North Mineral Drive
Suite 200
Coeur d'Alene, Idaho 83815-9408

                              Hecla Mining Company
                       Registration Statement on Form S-3
                       ----------------------------------

Ladies and Gentlemen:

         We have acted as securities counsel to Hecla Mining Company, a Delaware
corporation (the "Company"), with respect to rendering this opinion relating to
the issuance from time to time in the future of such indeterminate number or
amount of (a) debt securities, including senior debt securities ("Senior Debt
Securities") and subordinated debt securities ("Subordinated Debt Securities"
and, together with the Senior Debt Securities, the "Registered Debt") which may
be convertible into other securities of the Company, (b) common stock, $.25 par
value per share (the "Common Shares"), (c) preferred stock, $.25 par value per
share (the "Preferred Shares"), (d) warrants ("Warrants") to purchase securities
of the Company, and (e) securities as may be issued upon conversion or exchange
for any Registered Debt, Preferred Stock, or Warrants (collectively, the
"Securities"), which Securities the Company is registering in such number or
amount as is authorized and reserved by resolutions of the Board of Directors of
the Company, as they may be amended from time to time (but not to exceed an
aggregate issuance price of $400,000,000) under the Securities Act of 1933, as
amended (the "Act"), pursuant to the Company's Registration Statement on Form
S-3, as filed by the Company with the Securities and Exchange Commission (the
"Commission") on or about June 30 2005, as amended from time to time (the
"Registration Statement").

         For the purpose of this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of only the following
documents: (a) Certificate of Incorporation and all Certificates of Amendment,
Certificates of Designation, Certificates of Merger, and Certificates of
Ownership of the Company filed with the Secretary of State of the State of
Delaware through the date of this opinion (collectively, the "Certificate of
Incorporation"), (b) the bylaws of the Company, as amended, (c) pertinent
resolutions of the Board of Directors and committees thereof of the Company, (d)
a certificate or certificates of the Secretary of State of the State of
Delaware, (e) the form of indenture filed with the Registration Statement
relating to the Registered Debt ("Indenture"), (f) certificates or letters of
the Company and others, including a certification that the Company has reserved
or shall reserve such number of authorized and unissued Common Shares and
Preferred Shares for issuance pursuant to the

- --------------------------------------------------------------------------------
                      c h i c a g o    o    w a s h i n g t o n

676293/D/2



Hecla Mining Company
June 28, 2005
Page 2


Registration Statement sufficient to issue the Securities not yet issued, and
(g) such other documents as we have deemed necessary as a basis for the opinions
set forth herein. As to questions of fact material to this opinion, we have
relied, to the extent we deemed such reliance appropriate, without
investigation, on the documents referred to above.

         In connection with this opinion, we have assumed that (i) all
information contained in all documents reviewed by us is true and correct; (ii)
all signatures on all documents examined by us are genuine; (iii) all documents
submitted to us as originals are authentic and all documents submitted to us as
copies conform to the originals of those documents; (iv) each natural person
signing any document reviewed by us had the legal capacity to do so; (v) each
person signing in a representative capacity any document reviewed by us had
authority to sign in such capacity; (vi) the Registration Statement, and any
amendments thereto (including any post-effective amendments), relating to the
Securities will have become effective under the Act, and no order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose are pending before or contemplated by the Commission; (vii) the
Securities have been or will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration
Statement; (viii) a definitive purchase, underwriting, sales agency or similar
agreement with respect to the Securities has been or will have been duly
authorized and validly executed and delivered by the Company and the other
parties thereto; (ix) a prospectus supplement will have been prepared and filed
with the Commission describing the Securities offered thereby; (x) the number of
Common Shares issued under the Registration Statement shall be less than the
number of authorized shares of common stock of the Company, less the number of
such authorized shares outstanding or otherwise reserved for issuance; and (xi)
the number of Preferred Shares issued under the Registration Statement shall be
less than the number of authorized shares of preferred stock of the Company,
less the number of such authorized shares outstanding or otherwise reserved for
issuance.

         Based upon the foregoing, we are of the opinion that:

         1.    When (i) the Board of Directors of the Company or, to the extent
permitted by the General Corporation Law of the State of Delaware, as amended, a
duly constituted and acting committee thereof (such Board of Directors or
committee being referred to herein as the "Board") has taken all necessary
corporate action to approve the issuance of and the terms of the offering of the
Common Shares and related matters; (ii) the terms of the issuance and sale of
the Common Shares have been established so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon the Company, including the Certificate of Incorporation, and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (iii) the Common Shares have been
duly executed, authenticated, issued and delivered in accordance with the
provisions of the Registration Statement and in accordance with the applicable
definitive purchase, underwriting, sales agency or similar agreement approved
by the Board and upon payment therefor in accordance with such agreement, the
Common Shares will, upon such issuance, constitute legally issued, fully paid,
and nonassessable shares of Class A common stock, $.25 par value, of the
Company; and

676293/D/2


Hecla Mining Company
June 28, 2005
Page 3


         2.    When (i) the Board has taken all necessary corporate action to
approve the issuance of and the terms of the offering of the Preferred Shares
and related matters; (ii) the relative rights and preferences of the Preferred
Shares, and of their issuance and sale, have been established (and filed with
the Secretary of State of the State of Delaware) so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company, including the Certificate of Incorporation,
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (iii) the Preferred
Shares have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Registration Statement and in accordance
with the applicable definitive purchase, underwriting, sales agency or similar
agreement approved by the Board and upon payment therefor in accordance with
such agreement, the Preferred Shares will, upon such issuance, constitute
legally issued, fully paid, and nonassessable shares of preferred stock, $.25
par value, of the Company.

         3.    When (i) the terms of the Registered Debt and of its issuance and
sale have been duly established in conformity with the applicable Indenture so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company, including the Certificate
of Incorporation, and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company;
and (ii) the Registered Debt has been duly executed and authenticated in
accordance with the applicable Indenture (as supplemented from time to time) and
issued and sold as contemplated in the Registration Statement, the Registered
Debt will constitute valid and legally binding obligations of the Company,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

         4. When (i) the Board has taken all necessary corporate action to
approve the creation of and the issuance and terms of the Warrants, the terms of
the offering thereof and related matters so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon the Company, including the Certificate of Incorporation, and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; (ii) the warrant agreement relating
to the Warrants has been duly authorized and validly executed and delivered by
the Company and the warrant agent appointed by the Company; and (iii) the
Warrants or certificates representing the Warrants have been duly executed,
countersigned, registered and delivered in accordance with the applicable
definitive purchase, underwriting, sales agency or similar agreement approved by
the Board upon payment of the consideration therefore provided for therein, the
Warrants will be duly authorized and validly issued.

         The opinion and other matters in this letter are qualified in their
entirety by, and subject to the following:

                  i. We express no opinion as to the laws of any jurisdiction
         other than the Included Laws. For purposes of this opinion, the term
         "Included Laws" means the Laws of the State of Delaware that are, in
         our experience, normally

676293/D/2




Hecla Mining Company
June 28, 2005
Page 4


         applicable to the matters covered by our opinion, including the General
         Corporation Law of the State of Delaware, any applicable provisions of
         the Constitution of the State of Delaware, and applicable judicial
         decisions. We do not express any opinions as to any other laws or the
         laws of any other jurisdiction.

                  ii. The foregoing opinions are qualified to the extent that
         the enforceability of any document, instrument or security may be
         limited by or subject to bankruptcy, insolvency, fraudulent transfer or
         conveyance, reorganization, moratorium or other similar laws relating
         to or affecting creditors' rights generally, and general equitable or
         public policy principles.

                  iii. This letter and the matters addressed herein are as of
         the date hereof, and we undertake no, and hereby disclaim any,
         obligation to advise you of any change in any matter set forth herein,
         whether based on a change in the law, a change in any fact relating to
         the Company or any other person or entity, including governmental
         authorities (each such person or entity being a "Person"), or any other
         circumstance. This opinion letter is limited to the matters expressly
         stated herein and no opinions are to be inferred or may be implied
         beyond the opinions expressly set forth herein.

         We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references made to our firm
under the caption "Legal Matters" in the prospectus forming a part of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Act. Without our prior consent, this letter may not be quoted in whole or in
part or otherwise referred to in any other document and may not be otherwise
furnished or disclosed to or used by any other Person.

                                        Very truly yours,

                                        /s/ Bell, Boyd & Lloyd LLC
















676293/D/2

EX-12

                                                                      Exhibit 12

                              Hecla Mining Company

         Fixed Charge and Preferred Dividend Coverage Ratio Calculation

         For the years ended December 31, 2000, 2001, 2002, 2003, 2004
                        and quarter ended March 31, 2005

                          (In thousands, except ratios)



                                      2000        2001        2002       2003        2004       Q1 2005
                                    --------    --------    --------   --------    --------    --------
                                                                             
Net income (loss) before income
   taxes and cumulative effect of
   change in accounting principle   $(84,834)   $ (9,582)   $  7,945   $ (5,871)   $ (3,343)   $ (2,878)


Add: Fixed charges                    16,283      11,980      25,248     13,792      12,297         232
Less: Capitalized interest                --          --          --         --          --          --
                                    --------    --------    --------   --------    --------    --------

Adjusted income (loss) before
   income taxes and cumulative
   effect of change in accounting
   principle                        $(68,551)   $  2,398    $ 33,193   $  7,921    $  8,954    $ (2,646)
                                    ========    ========    ========   ========    ========    ========

Fixed charges:
   Preferred stock dividends        $  8,050    $  8,050    $ 23,253   $ 12,154    $ 11,602    $    138
   Interest portion of rentals           114          43         179        231         195          61
   Total interest costs                8,119       3,887       1,816      1,407         500          33
                                    --------    --------    --------   --------    --------    --------

Total fixed charges                 $ 16,283    $ 11,980    $ 25,248   $ 13,792    $ 12,297    $    232
                                    ========    ========    ========   ========    ========    ========

Fixed charge ratio                      (na)        (na)        1.3x       (na)        (na)        (na)


Inadequate coverage                 $ 16,283    $  9,582    $     --   $  5,871    $  3,343    $    232
                                    ========    ========    ========   ========    ========    ========

EX-23.1

                                                                    Exhibit 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Hecla Mining Company
Coeur d'Alene, Idaho

We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our reports
dated March 10, 2005, relating to the consolidated financial statements and
schedules of Hecla Mining Company and the effectiveness of internal control over
financial reporting, appearing in the Company's Annual Report on Form 10-K for
the year ended December 31, 2004. In our report on the effectiveness of internal
control over financial reporting, we disclaim an opinion on management's
assessment and on the effectiveness of Hecla Mining Company's internal control
over financial reporting.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

                                                    /s/ BDO Seidman, LLP
                                                    BDO Seidman, LLP

Spokane, Washington
June 29, 2005

EX-23.2

                                                                    Exhibit 23.2










            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 1, 2005 relating to the
financial statements of Greens Creek Joint Venture, which appears in Hecla
Mining Company's Annual Report on Form 10-K/A-1, for the year ended December 31,
2004. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Salt Lake City, Utah
June 28, 2005

EX-25.1

                                                                    Exhibit 25.1



= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|
                           ___________________________

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
               (Exact name of trustee as specified in its charter)

                                                      95-3571558
(State of incorporation                               (I.R.S. employer
if not a U.S. national bank)                          identification no.)
700 South Flower Street
Suite 500
Los Angeles, California                               90017
(Address of principal executive offices)              (Zip code)


                           ___________________________

                              Hecla Mining Company
               (Exact name of obligor as specified in its charter)

Delaware                                              82-0126240
(State or other jurisdiction of                       (I.R.S. employer
incorporation or organization)                        identification no.)

6500 North Mineral Drive
Suite 200
Coeur d'Alene, Idaho                                  83815-9408
(Address of principal executive offices)              (Zip code)
                           ___________________________

                                 Debt Securities
                       (Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =



1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

- -------------------------------------------------------------------------------
                       Name                               Address
- -------------------------------------------------------------------------------
         Comptroller of the Currency
         United States Department of the
         Treasury                             Washington, D.C. 20219

         Federal Reserve Bank                 San Francisco, California 94105

         Federal Deposit Insurance
         Corporation                         Washington, D.C. 20429

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(d).

         1.       A copy of the articles of association of The Bank of New York
                  Trust Company, N.A. (Exhibit 1 to Form T-1 filed with
                  Registration Statement No. 333-121948).

         2.       A copy of certificate of authority of the trustee to commence
                  business. (Exhibit 2 to Form T-1 filed with Registration
                  Statement No. 333-121948).

         3.       A copy of the authorization of the trustee to exercise
                  corporate trust powers. (Exhibit 3 to Form T-1 filed with
                  Registration Statement No. 333-121948).

         4.       A copy of the existing by-laws of the trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 333-121948).


                                     - 2 -



         6.       The consent of the trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 333-121948).

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.









































                                     - 3 -


                                    SIGNATURE


         Pursuant to the requirements of the Act, the trustee, The Bank of New
York Trust Company, N.A., a banking association organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of Los Angeles, and State of California, on the 28th
day of June, 2005.


                                                THE BANK OF NEW YORK TRUST
                                                COMPANY, N.A.

                                                By:    /s/  MELONEE YOUNG
                                                       -------------------------
                                                Name:  MELONEE YOUNG
                                                Title: VICE PRESIDENT





























                                     - 4 -




                                                                       EXHIBIT 7

                        Consolidated Report of Condition
                   of THE BANK OF NEW YORK TRUST COMPANY, N.A.
            of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017

         At the close of business March 31, 2005, published in accordance with
Federal regulatory authority instructions.



                                                                                                       Dollar Amounts
                                                                                                        in Thousands
ASSETS
- ------
                                                                                                     
Cash and balances due from
         depository institutions:
         Noninterest-bearing balances
           and currency and coin.........................................................................     9,100
         Interest-bearing balances.......................................................................         0
Securities:
         Held-to-maturity securities.....................................................................        75
         Available-for-sale securities...................................................................    57,298
Federal  funds sold and securities purchased under agreements to resell:
         Federal funds sold .............................................................................    19,000
         Securities purchased under agreements to resell.................................................    95,000
Loans and lease financing receivables:
         Loans and leases held for sale..................................................................         0
         Loans and leases,
           net of unearned income............................................  0
         LESS: Allowance for loan and
           lease losses......................................................  0
         Loans and leases, net of unearned
           income and allowance..........................................................................         0
Trading assets...........................................................................................         0
Premises and fixed assets (including
         capitalized leases).............................................................................     3,876
Other real estate owned..................................................................................         0
Investments in unconsolidated
         subsidiaries and associated
         companies.......................................................................................         0
Customers' liability to this bank
         on acceptances outstanding......................................................................         0
Intangible assets:
      Goodwill...........................................................................................   240,005
      Other Intangible Assets ...........................................................................    17,839
Other assets.............................................................................................    34,344
                                                                                                           --------
Total assets.............................................................................................  $476,537
                                                                                                           ========







LIABILITIES
- -----------
                                                                                                     

Deposits:
         In domestic offices.............................................................................     7,502
         Noninterest-bearing......................................................................  7,502
         Interest-bearing.........................................................................      0
Not applicable
Federal funds purchased and securities
         sold under agreements to repurchase:
         Federal funds purchased.........................................................................         0
         Securities sold under agreements to repurchase..................................................         0
Trading liabilities......................................................................................         0
Other borrowed money:
         (includes mortgage indebtedness
         and obligations under capitalized
         leases).........................................................................................    58,000
Not applicable
Bank's liability on acceptances
           executed and outstanding......................................................................         0
Subordinated notes and debentures........................................................................         0
Other liabilities........................................................................................    51,452
Total liabilities........................................................................................  $116,954
                                                                                                           ========
Minority interest in consolidated subsidiaries...........................................................         0

EQUITY CAPITAL
- --------------

Perpetual preferred stock and related surplus............................................................         0
Common stock.............................................................................................     1,000
Surplus..................................................................................................   294,125
Retained earnings........................................................................................    64,622
Accumulated other comprehensive
         income..........................................................................................      (164)
                                                                                                           --------
Other equity capital components..........................................................................         0
Total equity capital....................................................................................   $359,583
                                                                                                           --------
Total liabilities, minority interest, and equity capital..............................................     $476,537
                                                                                                           ========



         I, Thomas J. Mastro, Comptroller of the above-named bank do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

         Thomas J. Mastro      )    Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

         Richard G. Jackson    )
         Nicholas C. English   )    Directors
         Karen B. Shupenko     )






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