UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

Amendment No. 2

(Mark One)

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended			December 31, 2008
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from				to
o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring shell company report
Commission file number		0-26424
			SILVER STANDARD RESOURCES INC.
			(Exact name of Registrant as specified in its charter)
			(Translation of Registrant’s name into English)
			British Columbia, Canada
			(Jurisdiction of incorporation or organization)
Suite 1400 – 999 West Hastings Street, Vancouver, British Columbia V6C 2W2
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Common Shares without par value	Nasdaq Global Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

62,755,547

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

þ   Yes    o    No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o   Yes    þ    No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark which financial statement item the Registrant has elected to follow.

o     Item 17    þ    Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o     Yes    þ    No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

o     Yes    o    No

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EXPLANATORY NOTE

The purpose of filing this Amendment No. 2 to the Annual Report on Form 20-F of Silver Standard Resources Inc. is to provide a discussion on the results of operations and changes in financial condition for the year ended December 31, 2006.  We have amended Part I, Item 5 (Operating and Financial Review and Prospects) to include a discussion of operating results and changes in financial condition for the year ended December 31, 2006.  Except as described above, no other changes have been made to the Annual Report on Form 20-F for the fiscal year ended December 31, 2008, as amended by Amendment No. 1 to the Annual Report on Form 20-F filed August 10, 2009.  Other than as expressly set forth above, this Amendment No. 2 does not, and does not purport to, update or restate the information in any Item of the Form 20-F or reflect any events that have occurred after the Form 20-F was filed.

PART I

Item 5Operating and Financial Review and Prospects

Operating Results

We are a development stage company that since 1994 has assembled a portfolio of silver-dominant projects which are located in seven countries in the Americas and Australia.  We are now focused on advancing our five principal projects, the Pirquitas Project, the San Luis Project, the Pitarrilla Project, the Diablillos Project and the Snowfield Project, to commercial production.  Currently we are completing the construction of our Pirquitas Project located in the province of Jujuy in northwest Argentina.  In aggregate, we own what we believe to be the largest in-ground silver resource of any publicly-traded primary silver company.  Certain of our projects also contain significant gold resources. We may opportunistically monetize certain of our other assets.  Our common stock is quoted on the Nasdaq Global Market under the trading symbol SSRI and listed on the Toronto Stock Exchange under the symbol SSO.

This management discussion and analysis (MD&A) of the financial position and operating results of the company for the years ended December 31, 2008, 2007 and 2006 is prepared as of March 10, 2009 and should be read in conjunction with the audited consolidated financial statements and the related notes thereto, which have been prepared in accordance with Canadian generally accepted accounting principles. All dollar amounts referred to in this discussion and analysis are expressed in US dollars except where indicated otherwise.  Additional information relating to us, including our annual information form, is available free of charge on our website at www.silverstandard.com, on the Canadian Securities Administrators’ (CSA) website at www.sedar.com, and on the EDGAR section of the SEC’s website at www.sec.gov.

Effective January 1, 2009, we changed our measurement and reporting currency from the Canadian dollar to the US dollar as a result of a change in the nature of our operations. Due to the development of the Pirquitas project as well as our other principal projects in countries other than Canada, a significant portion of costs are incurred in US dollars. Our recent debt and equity financings were completed in US dollars, and we now hold a majority of our cash and cash equivalents in US dollars. With commercial production anticipated to commence at our Pirquitas project in 2009, our revenue stream will also be denominated in US dollars. Prior to January 1, 2009, we reported our annual and quarterly consolidated financial statements in Canadian dollars. These financial statements and corresponding notes for periods prior to January 1, 2009 have been restated to the US dollar for comparison to 2009 financial results.

The MD&A contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws concerning the anticipated developments in our operations in future periods, our planned exploration activities, the adequacy of our financial resources and other events or conditions that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management (see “Note Regarding Forward-Looking Statements”).

Pirquitas Project Construction Update

During the year, we incurred approximately $129.2 million of capital and $17.8 million for preoperating costs as we hired personnel to begin establishing infrastructure for operations and $7.3 million of exploration expenditures on the Pirquitas property in Argentina. Pirquitas is on track with process commissioning underway and commencement of ore delivery to the silver circuit in the first quarter of 2009.

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Initial production will focus on the processing of over 400,000 tonnes of run-of-mine grade jig tails from the historic operations and then transition to material from the open pit. To date, in excess of five million tonnes of material has been moved from the Pirquitas open pit and stockpiling of ore has commenced.

At current metal prices, the silver and tin concentrates account for over 95% of the anticipated revenue from the mine.  As a result, the silver circuit will be optimized first, followed by the tin circuit.  A decision to complete the zinc circuit is dependent on the results of metallurgical testwork to be received on increasing silver recoveries.  Process equipment purchased for the zinc circuit may be better served increasing the silver recovery.

With production ramping up through Q2, Pirquitas is expected to produce in excess of six million ounces of silver in 2009 and achieve full production in 2010 in excess of 10 million ounces of silver.

The Pirquitas Project is located in the province of Jujuy in northwest Argentina.  In May 2008, we reported that proven and probable silver reserves at Pirquitas have increased by 43% to 195 million ounces.  Based on the increased reserves, Pirquitas mine life has been extended to 14.5 years.  The mine is expected to produce an average of approximately 10 million ounces of silver per year.

In February 2009, we updated the capital cost estimate for the project to $230 million plus IVA (Argentinean value added tax) from the previous capital cost estimate of $220 million plus IVA as inflation in wages and local inputs continues to place pressure on costs.  In developing this cost estimate in November 2007, we estimated inflation for wages and other inputs within Argentina significantly higher than the official rate.  With inflation exceeding company estimates, the estimated cost to complete the construction of Pirquitas has increased to $230 million or 5% over the 2007 estimate.   With eight months of mining experience and in-country administration, the company estimates that mining, milling and administration costs will now average $26/tonne over the life of the mine.

As of December 31, 2008, the Company had expended $194 million of the total estimated construction costs of $230 million.

Financial Summary for 2008

· We recorded a loss for the year of $5.9 million or $0.09 per share.  Significant items incurred during the year include:

o $17.9 million write-down on asset-backed commercial paper;

o $9.6 million non-cash stock based compensation;

o $4.9 million mark to market write-down of marketable securities;

o $4.8 million general and administration expense;

o $3.4 million future income tax expense;

o $3.8 million financing fees associated with the convertible debt financing;

o $2.7 million interest expense on convertible debt;

o $1.2 million current income tax expense;

         offset by:

o $23.7 million gain on sale of silver bullion;

o $18.1 million after-tax gain on sale of the Shafter Silver Project.          

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· We incurred $7.3 million (2007 - $5.8 million, 2006 - $4.4 million) for exploration, $17.8 million (2007 - $nil, 2006 - $nil) for pre-operating costs, and $129.2 million (2007 - $50.4 million, 2006 - $1.6 million) for construction and mining equipment at the Pirquitas property during the year.

· We incurred total expenditures of $36.2 million (2007 - $33.7 million, 2006 - $30.3 million) to advance our other key properties during the year.  Significant expenditures include $17.3 million (2007 - $16.4 million, 2006 - $18.6 million) for exploration at the Pitarrilla Project in Mexico, $6.5 million (2007 - $7.6 million, 2006 - $1.2 million) for exploration at the San Luis Project in Peru, $5.7 million (2007 - $4.4 million, 2006 - $0.4 million) for exploration at the Diablillos Project in Argentina, and $4.6 million (2007 - $2.4 million, 2006 - $1.7 million) for exploration at the Snowfield Project in Canada.

· We successfully completed a $138 million convertible debt financing for net proceeds of $132.8 million after fees and commissions.

· We sold our silver bullion at an average price of $20.30 per ounce for proceeds of $39.6 million.

· We closed the sale of the Shafter Silver Project in Presidio County, Texas, to Aurcana Corporation for total consideration of $38.1 million.  The transaction resulted in a pre-tax gain of $31.5 million (after-tax gain of $18.1 million).

Current Market Conditions

The global financial markets have experienced significant events which have impacted the global economy with reduced credit availability; higher cost of funding; high volatility in commodity prices and foreign exchange markets; and a slowdown in general economic activity.  These events could have a significant impact on our business such as:

· The credit crisis may impact the availability and cost of financing our projects.

· The volatility in silver and other metal prices impacts our future revenues, earnings and cash flow.

· The volatility of stock markets impacts the value of our share investments.

We will continue to adopt strategies to mitigate these challenges.  In February 2009, we successfully completed a public offering of 5.45 million common shares for net proceeds of $87 million after estimated fees and commissions.

Critical Accounting Estimates

The preparation of our consolidated financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as revenues and expenses.  Our accounting policies are described in note 2 of our 2008 audited annual financial statements.

Mineral Property Costs

We regularly review the net carrying value of each mineral property for conditions that suggest impairment.  This review requires significant judgment where we do not have any proven and probable reserves that would enable us to estimate future cash flows to be compared to the carrying values.  Factors considered in the assessment of asset impairment include, but are not limited to, whether there has been a significant decrease in the market price of the property; whether there has been a significant adverse change in the legal, regulatory, accessibility, title, environmental or political factors that could affect the property’s value; whether there has been an accumulation of costs significantly in excess of the amounts originally expected for the property’s acquisition, development or cost of holding; whether exploration activities produced results that are not promising such that no more work is being planned in the foreseeable future and whether the Company has significant funds to be able to maintain its interest in the mineral property.

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Where we do have proven and probable reserves, as is now the case at our Pirquitas Project, the expected undiscounted future cash flows from an asset are compared to its carrying value.  These future cash flows are developed from models using assumptions that reflect the long-term operating plans for an asset given our best estimate of the most probable set of economic conditions.  Commodity prices used reflect market conditions at the time the models are developed.  These models are updated from time to time, and lower prices are used should market conditions deteriorate.  Inherent in these assumptions are significant risks and uncertainties.

Stock-based compensation

We provide compensation benefits to our employees, directors, officers and consultants through a stock option plan.  The fair value of each option award is estimated on the date of the grant using the Black-Scholes option pricing model.  Expected volatility is based on historical volatility of our share price.  We utilize historical data to estimate option exercises and termination behaviour with the valuation model.  The risk-free rate for the expected term of the option is based on the Government of Canada yield curve in effect at the time of the grant.  Actual results may differ materially from those estimates based on these assumptions.

Asset Retirement Obligations

The amounts recorded for asset retirement costs are based on estimates included in closure and remediation plans.  These estimates are based on engineering studies of the work that is required by environmental laws or public statements by management which results in an obligation.  These estimates include an assumption on the rate at which costs may inflate in future periods.  Actual costs and the timing of expenditures could differ from these estimates.

Income and Resource Taxes

The determination of our future tax liabilities and assets involves significant management estimation and judgment involving a number of assumptions.  In determining these amounts we interpret tax legislation in a variety of jurisdictions and make estimates of the expected timing of the reversal of future tax assets and liabilities.  We also make estimates of the future earnings which affect the extent to which potential future tax benefits may be used.  We are subject to assessment by various taxation authorities, which may interpret tax legislation in a manner different from our view.  These differences may affect the final amount or the timing of the payment of taxes.  When such differences arise we make provision for such items based on our best estimate of the final outcome of these matters.

Other Investments

We hold C$57,102,000 ($21,803,000 net of fair value adjustment) in ABCP investments as at December 31, 2008.  See “Other Investments” discussion under “Investing Activities”.

As at December 31, 2008, no market quoted value was available to determine the fair value of our ABCP investments.  As such, we estimated the fair values of our ABCP investments based on information outlined in the Restructuring Plan and the limited market data available.

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Since the fair values are based on our assessment of market conditions at December 31, 2008, the uncertainty regarding the outcome of the restructuring plan, and the related amount and timing of cash flows the fair value reported may change materially in subsequent periods.

Convertible Debenture Receivable

We follow accounting guidelines in determining the value of the liability and equity components of the convertible debenture receivable, as disclosed in Note 5(c) to the annual Consolidated Financial Statements.  The carrying value of the note receivable component was determined by discounting the stream of future payments of interest and principal over a 3 year expected life at the prevailing market rate for a similar debenture without the conversion feature.  The note receivable component is accreted over its expected life using the effective interest method.  The carrying value of the conversion feature was measured using the Black-Scholes valuation model.  The conversion feature component is re-valued at each period end with net change recorded to the net earnings.

Convertible Debt

We follow accounting guidelines in determining the value of the liability and equity components of the convertible notes, as disclosed in Note 9 to the Financial Statements.  The carrying value of the liability component was determined by discounting the stream of future payments of interest and principal over a 5 year expected life at the prevailing market rate for a similar liability without the conversion feature.  The carrying value of the equity component was measured as the face value of the notes less the portion relating to the debt component.  We estimated the expected life of the debt based on early repayment rights exercisable by both parties in the fifth year of the agreement.

Management’s Annual Report on Internal Control Over Financial Reporting

The following report is provided by management in respect of internal control over financial reporting (as defined in the rules of the CSA and the SEC):

(1) Management is responsible for establishing and maintaining adequate internal control over financial reporting.  All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(2) Our management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework to evaluate the effectiveness of our internal control over financial reporting.

(3) As at December 31, 2008, management assessed the effectiveness of our internal control over financial reporting and concluded that such internal control over financial reporting is effective and that there are no material weaknesses in our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the year ended December 31, 2008, that have materially affected, or are reasonably likely to affect our internal control over financial reporting.

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Changes in Accounting Policies

Financial Instruments - Disclosures

Effective January 1, 2008, we adopted CICA Handbook Section 3862, “Financial Instruments – Disclosures” and CICA Handbook Section 3863, “Financial Instruments – Presentation”.  Section 3862 requires the disclosure of quantitative and qualitative information in our financial statements to evaluate (a) the significance of financial instruments for our financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which we are exposed during the period and at the balance sheet date.  Management’s objectives, policies and procedures for managing such risks are   disclosed in note 5(d) of the financial statements.  Section 3863 replaces the existing requirements on presentation of financial instruments.

Capital Disclosure

Effective January 1, 2008, we adopted CICA Handbook Section 1535, “Capital Disclosures”, which requires the disclosure of information on our objectives, policies, and processes for managing capital.  This information is disclosed in note 13 of the financial statements.

Going Concern

Effective January 1, 2008, we adopted an amendment to CICA Handbook Section 1400, “General Standards of Financial Statement Presentation” in relation to going concern.  The amendment requires management to assess an entity’s ability to continue as a going concern.  When management is aware of material uncertainties related to events or conditions that may cast doubt on an entity’s ability to continue as a going concern, those uncertainties must be disclosed.  In assessing the appropriateness of the going concern assumption, the standard requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the balance sheet date.  This standard has no significant effect on our financial statements.

Inventories

Effective January 1, 2008, we adopted CICA Handbook Section 3031, “Inventories”, which prescribes the accounting treatment for inventories and provides guidance on the determination of costs and its subsequent recognition as an expense, including any write-down to net realizable value.  It also provides guidance on the cost formulas that are used to assign costs to inventories.  As at December 31, 2008, we have no inventories and this standard has no effect on our financial statements.

Income Statement Presentation of Tax Loss Carryforward

Effective September 30, 2008, we adopted EIC-172, “Income Statement Presentation of a Tax Loss Carryforward Recognized Following an Unrealized Gain in Other Comprehensive Income”.  This abstract provides guidance on whether the tax benefit from the recognition of previously unrecognized tax loss carryforwards consequent to the recording of unrealized gains in other comprehensive income, such as unrealized gains on available-for-sale financial assets, should be recognized in net income or in other comprehensive income.  The abstract should be applied retrospectively, with restatement of prior periods from January 1, 2007, the date of adoption of CICA Handbook Section 3855, “Financial Instruments – Recognition and Measurement”.

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The adoption of EIC-172 resulted in a reclassification of $4,363,000 of future income tax recovery from opening accumulated other comprehensive income to opening accumulated deficit effective January 1, 2007, $1,022,000 of future income tax expense from other comprehensive loss to net loss for the year ended December 31, 2007 and $3,393,000 of future income tax expense from other comprehensive loss to net loss in the current year.

Recent Accounting Pronouncements

Recent accounting pronouncements issued which may impact us in the future are as follows:

Goodwill and Intangible Assets

CICA Handbook Section 3064, “Goodwill and Intangible Assets”, replaces Section 3062, “Goodwill and Other Intangible Assets,” and CICA Section 3450, “Research and Development Costs,” and EIC-27, “Revenues and expenditures during the pre-operating period”. The Standard reinforces the principle-based approach to the recognition of assets only in accordance with the definition of an asset and the criteria for asset recognition; and clarifies the application of the concept of matching revenues and expenses such that the current practice of recognizing assets that may not meet the definition and recognition criteria are eliminated.  This new standard also provides guidance for the treatment of pre-production and start-up costs and requires that these costs and related revenues be reflected in earnings.  The changes are effective for interim and annual financial statements beginning January 1, 2009.  We have not yet determined the impact of the adoption of this change on the disclosure in our financial statements.

International Financial Reporting Standards

We have been monitoring the deliberations and progress being made by accounting standard setting bodies and securities regulators in Canada and United States with respect to their plans regarding convergence to International Financial Reporting Standards (“IFRS”):

· In February 2008, the Canadian Accounting Standards Board confirmed that publicly listed companies will be required to adopt IFRS for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  Early adoption may be permitted; however, exemptive relief requires approval of the Canadian Securities Administrators.

· In August 2008, the SEC announced that it would seek public comments on a proposed roadmap for the potential mandatory adoption of IFRS beginning in 2014 for large accelerated filers, accelerated filers in 2015 and then remaining public companies in 2016. In preparation for the changeover from GAAP to IFRS, we commenced the planning process during the second quarter of 2008.  Specific initiatives are underway and others have been planned for the transitioning from GAAP to IFRS.  Current status of the project is as follows:

Resources

· We have retained the service of a major public accounting firm to provide technical and process management assistance for the project.

· We will continue to invest in training and resources to ensure a timely and effective conversion.  

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Process

· A diagnostic assessment of the key impact areas was completed.

· A detailed assessment of accounting and measurement differences between IFRS and Canadian GAAP on current accounting policies, as well as new policies anticipated to be implemented as we transition to a producer, is currently underway.

· Initial findings and observations from the work completed to date will serve as an input in establishing the key parameters to develop solutions during the design phase of the project.

· An initial assessment of exemptions available under IFRS 1, “First-time Adoption of IFRSs”, has been completed.

· A high-level impact assessment of IFRS conversion on our IT systems and tax processes is underway.

· Our audit committee is monitoring our progress and is kept informed of issues identified.

· Our external auditor is advised of the progress status and issues identified.

We anticipate that there will be changes in accounting policies and these changes may materially impact our financial statements.

Financial Review

For the year ended December 31, 2008, we recorded a net loss of $5,946,000 ($0.09 per share), compared to a net loss of $33,965,000 ($0.55 per share) in 2007 and earnings of $14,115,000 ($0.24 per share) in 2006.  A discussion on the various components of the expense and income items compared to the prior year follows:

Financial Results from Operations

2008 Compared to 2007

The following is a summary and discussion on the various components of the expenses and income items recorded during 2008 compared to 2007:

	Year ended December 31,
	2008			2007
Exploration costs		$(000	)		$(000	)
Property examination and exploration		340			73
Reclamation and accretion		318			728
		658			801

We incurred $340,000 in property examination and exploration expenditures in 2008 compared to $73,000 in 2007, reflecting an increase in generative activity in Mexico.

Reclamation and accretion expense in 2008 amounted to $318,000 compared to $728,000 in 2007.  The various components of the expense were: $143,000 of accretion expense in 2008 compared to $200,000 in 2007; $84,000 of cash site restoration and clean-up costs in 2008 compared to $126,000 in 2007; and $91,000 due to changes in estimates of the amount or timing of future cash expenditures in 2008 compared to $402,000 in 2007, reflecting a decrease in reclamation activity at the Duthie project during the period.

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	Year ended December 31,
	2008			2007
Expenses		$(000	)		$(000	)
Salaries and employee benefits		3,054			2,613
Depreciation		288			296
Professional fees		915			612
General and administration		4,774			4,702
Stock-based compensation		9,601			13,955
Foreign exchange (gain) loss		(200	)		3,282
		18,432			25,460

Salaries and employee benefits for 2008 were $3,054,000 compared to $2,613,000 in 2007.  The $441,000 increase in salaries and benefits over 2007 is the result of hiring additional senior staff as we continue our transition to a producing company and the impact of salary adjustments effective at the beginning of 2008.

Depreciation expense during 2008 was $288,000 compared to $296,000 recorded in 2007.  The decrease is minimal as no significant capital assets were purchased at our corporate office during the year.

Professional fees include fees for the annual audit, accounting, tax and legal services.  Total costs for 2008 were $915,000 compared to $612,000 in 2007.  The $303,000 increase in expenses in 2008 over the prior year relates to higher accounting, tax and legal fees.  These higher costs are expected to continue as we grow and advance our properties.

General and administrative expenses for 2008 were $4,774,000 compared to $4,702,000 in 2007.  The increase in general and administrative expenses was due to higher insurance fees, office expenses and travel costs as the company continues to grow.

Stock-based compensation expense for 2008 was $9,601,000 compared to $13,955,000 in 2007.  Of the current year’s expense, $1,976,000 was related to general and administration for directors and consultants as compared to $2,609,000 in 2007, and $7,625,000 was related to employee salaries and benefits as compared to $11,346,000 in 2007.  The decrease in stock based compensation was related to vesting of stock options granted in prior years and less stock options being issued in the current year.  We value stock options granted to employees, directors and consultants using the Black-Scholes pricing model.

Foreign exchange gain for 2008 was $200,000 compared to a loss of $3,282,000 in 2007.  As proceeds from our convertible debt financing and sale of silver bullion were in US dollars, we now hold a significant portion of our cash in US funds.  Therefore, the strengthening of the US dollar versus the Canadian dollar would result in a foreign exchange gain and vice versa.  The decrease in foreign exchange loss to a foreign exchange gain as compared to the prior year reflected the strengthening in the US dollar versus the Canadian dollar during the year.

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	Year ended December 31,
	2008			2007
Other income (expenses)		$(000	)		$(000	)
Investment income		3,039			6,287
Financing fees		(3,773	)		-
Interest expense on convertible debt		(2,726	)		-
Gain on sale of silver bullion		23,699			-
Gain on sale of marketable securities		2,090			605
Unrealized gain (loss) on financial instruments held-for-trading		114			(1,801	)
Write-down of marketable securities		(4,891	)		-
Write-down of other investments		(17,903	)		(12,232	)
Gain on sale of mineral property		31,463			459
		31,112			(6,682	)

Investment income was $3,039,000 for 2008 compared to $6,287,000 in 2007.  The decreased investment income was due to lower yields on investments.  As a result of significant volatility in the credit market since the fourth quarter of 2007, we opted to mitigate credit risk by investing the majority of our cash and cash equivalents in US and Canadian government treasury bills.  These treasuries have lower yields.

In February 2008, we successfully completed a $138,000,000 convertible note financing.  The convertible notes bear interest at a rate of 4.5% per year and may be redeemed by us on and after March 5, 2013.  Financing fees of $3,773,000 incurred relate to one-time financing expenses including underwriters’ commissions, legal fees and auditors’ fees associated with the financing.

During 2008, accretion expense and interest expense related to the convertible notes were $5,033,000 and $5,373,000, respectively; $3,750,000 of accretion expense and $3,931,000 of interest expense were capitalized to construction in progress during the period resulting in $1,283,000 of accretion and $1,443,000 of interest expensed in the period.

In March 2008, we sold our silver bullion at an average price of $20.30 per ounce for cash proceeds of approximately $39,648,000.  The silver bullion was recorded at a cost of $15,977,000, resulting in an after-tax gain of $23,699,000 after taking into account fluctuations in foreign exchange.  No tax expense was recorded as we have sufficient tax pools to offset the taxable gain on the sale.

Gain on sale of marketable securities was $2,090,000 for 2008 compared to $605,000 in the prior year as we sold some of our marketable securities during the year.

Unrealized gain on financial instruments held-for-trading during the year was $114,000 compared to a loss of $1,801,000 in the prior year.  The gain in the current year consists of $1,429,000 gain on mark-to-market adjustment of foreign exchange options net of $1,389,000 loss on revaluation of Aurcana convertible debenture, $27,000 loss on mark-to-market adjustment on stock warrants investments and $101,000 unrealized foreign exchange gain on translation.  The unrealized losses in the prior year were primarily related to mark-to-market adjustment of foreign exchange options.

Write-down of other investments in 2008 of $17,903,000 (2007 - $12,232,000) relates to the impairment in estimated fair value of our investment in Canadian asset-backed commercial paper, which is further discussed in “Other Investments” in the “Liquidity” section and in the Critical Accounting Estimate sections.

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In addition, a mark to market write-down of $4,891,000 was recorded for available-for-sale marketable securities with decline in fair values that are considered other-than-temporary.

In July 2008, we closed the sale of the Shafter Silver Project in Presidio County, Texas, to Aurcana Corporation (“Aurcana”).  Under the terms of the agreement, Aurcana paid us total consideration of $38,133,000 (C$38,210,000) consisting of $22,954,000 (C$23,000,000) in cash, 15 million Aurcana common shares with a fair value of $6,886,000 and a $9,980,000 (C$10,000,000) convertible debenture with a fair value of $8,293,000.  After deducting transaction cost of $519,000, the sale of the Shafter Silver Project resulted in a gain on sale of mineral property of $31,463,000 (after-tax gain of $18,120,000).  In 2007, we sold a number of mineral properties for a total gain of $459,000.

	Year ended December 31,
	2008			2007
Income taxes		$(000	)		$(000	)
Current income taxes		14,575			-
Future income taxes		3,393			1,022
		17,968			1,022

For the year ended December 31, 2008, we recorded an income tax expense of $14,575,000 as compared to $nil in the prior year.  Majority of the income tax expense relates to the sale of the Shafter Silver Project.

Future income tax expense during the year was $3,393,000 compared to $1,022,000 in the prior year.  During the year, we adopted new accounting guidance requiring recognition of tax benefits or losses used to offset future income tax against unrealized gains or losses on our marketable securities to be recorded in net earnings instead of other comprehensive income.  Future income tax expense reflects the tax effect on change in fair value of our marketable securities, which decreased significantly since the third quarter.

2007 Compared to 2006

The following is a summary and discussion on the various components of the expenses and income items recorded during 2007 compared to 2006:

	Year ended December 31,
	2007			2006
Exploration costs		$(000	)		$(000	)
Property examination and exploration		73			235
Mineral property costs written-off		-			89
Reclamation and accretion		728			1,879
		801			2,203

We incurred $73,000 in property examination and exploration expenditures in 2007 compared to $235,000 in 2006.  As our focus turned to the advancement and development of our existing properties, less emphasis was placed on grass roots exploration during 2007.  In 2006, $120,000 of the amount spent on grass roots exploration was in Peru and $79,000 in Mexico.

In 2006, we recorded a write-off of mineral property costs of $89,000 related to one property in Mexico and one property in Argentina.

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Reclamation and accretion expense in 2007 amounted to $728,000 compared to $1,879,000 in 2006.  The various components of the expense were: $200,000 of accretion expense in 2007 compared to $214,000 in 2006; $126,000 of cash site restoration and clean-up costs in 2007 compared to $68,000 in 2006; and $402,000 due to changes in estimates of the amount or timing of future cash expenditures in 2007 compared to $1,597,000 in 2006.  In 2006, a significant one-time increase to reclamation provision was recorded for the Silver Standard Mine property in northern British Columbia following regulatory filing of an environmental report.

	Year ended December 31,
	2007			2006
Expenses		$(000	)		$(000	)
Salaries and employee benefits		2,613			1,993
Depreciation		296			125
Professional fees		612			541
General and administration		4,702			3,549
Stock-based compensation		13,955			11,405
Foreign exchange (gain) loss		3,282			66
		25,460			17,679

Salaries and employee benefits for 2007 were $2,613,000 compared to $1,993,000 in 2006.  The $620,000 increase in salaries and benefits over 2006 is the result of hiring additional senior staff as we continue our transition to a producing company and the impact of salary adjustments effective at the beginning of 2007.

Depreciation expense during 2007 was $296,000 compared to $125,000 recorded in 2006.  The increase is mainly due to the depreciation and amortization of equipment and leasehold improvements in our Vancouver corporate office.

Professional fees include fees for the annual audit, accounting, tax and legal services.  Total costs for 2007 were $612,000 compared to $541,000 in 2006.  The $71,000 increase in expenses in 2007 over the prior year relates to higher accounting, tax and legal fees.  These higher costs are expected to continue as we grow and advance our properties.

General and administrative expenses for 2007 were $4,702,000 compared to $3,549,000 in 2006.  The $1,153,000 increase over 2006 is attributed to several factors.  In 2007, we donated shares to an education institution in the amount of $893,000 comparing to $206,000 in 2006.  As a company with a long history in the advancement of mineral projects, we understand the need for exploration and engineering excellence in education relating to the mining industry.  Consulting fees for recruiting agencies have also increased in 2007 for hiring of senior officers and technical staff as we move towards production.  Other areas where we experienced higher general and administrative costs were in the areas of listing and filing fees, travel, and director expenses.

Stock-based compensation expense for 2007 was $13,955,000 compared to $11,405,000 in 2006.  The $2,550,000 increase in the current year’s expense relates to more options outstanding and the amortization of previously issued options.  Of the current year’s expense, $2,609,000 related to general and administration for directors and consultants, as compared to $2,628,000 in 2006 and $11,346,000 related to employee salaries and benefits, as compared to $8,777,000 in 2006.  We value stock options granted to employees, directors and consultants using the Black-Scholes pricing model. An additional $488,000 in stock-based compensation was assigned to mineral property costs in 2007 compared to $662,000 in 2006.

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	Year ended December 31,
	2007			2006
Other income (expenses)		$(000	)		$(000	)
Investment income		6,287			5,276
Gain on sale of marketable securities		605			(2,343	)
Unrealized loss on financial instruments held-for-trading		(1,801	)		-
Write-up of marketable securities		-			46
Write-down of other investments		(12,232	)		-
Gain on sale of joint venture interest		-			30,865
Gain on sale of mineral property		459			153
		(6,682	)		33,997

Investment income was $6,287,000 for 2007 compared to $5,276,000 in 2006.  The increase in investment income is due to more funds available for investment subsequent to closing of the $153,948,000 public offering in May 2006.

In 2007, we sold 250,000 shares of Minco Silver Corp. for a $605,000 gain on sale of marketable securities.  In April 2006, we closed the sale of our 50% interest in the Manantial Espejo property to our joint venture partner, Pan American Silver Corp.  We received 1,950,000 common shares of Pan American valued at $48,017,000 recording a gain on sale of $30,865,000.  During the last quarter of 2006, we sold all our Pan American shares for proceeds of $45,639,000, resulting in a $2,724,000 loss on sale of marketable securities.  This loss was partially offset by a $381,000 gain on sale of other marketable securities for a net loss on sale of marketable securities of $2,343,000 in 2006.

The unrealized loss on financial instruments held-for-trading of $1,801,000 primarily relates to the re-valuation of foreign exchange options.  In 2007, we entered into numerous US dollar forward contracts to manage our exposure to fluctuation in US dollar exchange rates.  As at year end, the mark-to-market adjustment of these derivative instruments result in an unrealized loss of $1,429,000.

Write-down of other investments of $12,232,000 relates to the impairment in estimated fair value of our investment in ABCP, which is further discussed in “Other Investments” in the “Liquidity” section and in the Critical Accounting Estimate sections.

In 2007, we also sold a number of mineral properties for a gain of $459,000 compared to gains of $153,000 in 2006.

	Year ended December 31,
	2007			2006
Income taxes		$(000	)		$(000	)
Future income taxes		1,022			-
		1,022			-

Future income tax expense was $1,022,000 for 2007 and $nil in 2006.  In September 2008, we retrospectively adopted new accounting guidance requiring recognition of tax benefits or losses used to offset future income tax against unrealized gains or losses on our marketable securities to be recorded in net earnings instead of other comprehensive income.

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Future income tax expense reflects the tax effect on change in fair value of our marketable securities, which decreased during the year.  This guidance resulted in reclassification of $4,363,000 of future income tax recovery from opening accumulated other comprehensive income to opening accumulated deficit effective January 1, 2007 and $1,022,000 of future income tax expense was reclassified from other comprehensive loss to net loss for the year ended December 31, 2007.

Selected Financial Data

The following table sets forth selected financial data from our audited consolidated financial statements and should be read in conjunction with these statements:

	Year ended December 31,
	2008			2007			2006
		$(000	)		$(000	)		$(000	)
Total revenues	nil			nil			nil
Earnings (loss) for year		(5,946	)		(33,965	)		14,115
Other comprehensive loss for the year		(114,106	)		(67,019	)		-
Basic and diluted earnings (loss) per share		(0.09	)		(0.55	)		0.24
Total assets		567,905			504,851			404,199
Long term debt		104,046		nil			nil
Working capital		41,486			118,680			214,738
Cash dividends declared	nil			nil			nil

Summary of Quarterly Results

The following table sets forth selected quarterly financial information for each of our last eight quarters:

	Total	Earnings			Earnings (Loss)
Quarter ending	Revenues	(Loss)			Per Share
(unaudited)	$	$(000	)			$
December 31, 2008	nil	(14,312	)	(1)		(0.23	)
September 30, 2008	nil	11,951		(2)		0.19
June 30, 2008	nil	(5,913	)	(3)		(0.09	)
March 31, 2008	nil	2,328		(4)		0.04
December 31, 2007	nil	(14,375	)	(5)		(0.23	)
September 30, 2007	nil	(12,429	)	(6)		(0.20	)
June 30, 2007	nil	(6,382	)	(7)		(0.10	)
March 31, 2007	nil	(779	)			(0.01	)

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Explanatory notes:

(1) Includes $3,100,000 foreign exchange loss, $2,165,000 non-cash stock based compensation expense,$4,891,000 mark to market write-down of marketable securities and $1,733,000 of current income tax expense.

(2) Includes $18,120,000 after-tax gain on sale of Shafter Silver Project, $1,591,000 foreign exchange gain, net of $2,897,000 future income tax expense, $2,600,000 non-cash stock based compensation expense and $888,000 unrealized loss on financial instruments held-for-trading.

(3) Includes $2,412,000 in non-cash expenses related to value assigned to stock options, $1,116,000 foreign exchange loss, and $1,420,000 interest expense on convertible debt.

(4) Includes $23,699,000 gain on sale of silver bullion, $2,825,000 foreign exchange gain, $1,391,000 gain on financial instruments held-for-trading and $974,000 gain on sale of marketable securities net of $17,903,000 write-down in fair value of asset-backed commercial paper.

(5) Includes $3,956,000 in non-cash expenses related to value assigned to stock options and a further $8,510,000 write-down in fair value of asset-backed commercial paper.

(6) Includes $4,216,000 in non-cash expenses related to values assigned to stock options, $3,722,000 write-down in fair value of asset-backed commercial paper, $1,859,000 foreign exchange loss and a $1,795,000 loss on the fair value of foreign exchange contracts.

(7) Includes $3,725,000 in non-cash expenses related to values assigned to stock options and $1,757,000 in future income tax expense.

Fourth Quarter Results

During the fourth quarter of 2008, we recorded a net loss of $14,312,000 ($0.23 per share) as compared to a net loss of $14,375,000 ($0.23 per share) for the same quarter of the prior year.  The net loss is mainly attributed to foreign exchange loss of $3,100,000 (2007 - $1,065,000), non-cash stock based compensation of $2,165,000 (2007 - $3,956,000), $4,891,000 (2007- $nil) mark to market write-down of marketable securities with declines in fair value that were considered other than temporary and current income tax expense of $1,733,000 (2007 - $nil).

During the fourth quarter of 2008, total capital expenditures on the Pirquitas Project were $49,095,000 (2007 - $25,790,000), which includes $47,989,000 (2007 - $11,955,000) in construction and mining equipment and $1,106,000 (2007 - $11,461,000) in exploration costs.  Other significant mineral property expenditures include $3,576,000 (2007 - $4,659,000) for Pitarrilla, $1,912,000 (2007 - $2,509,000) for Diablillos and $1,698,000 (2007 - $1,541,000) for San Luis.

Liquidity and Capital Resources

At December 31, 2008, we held $72,013,000 in cash and cash equivalents and $10,923,000 in marketable securities.

In 2008, we sold $138,000,000 senior convertible notes for net proceeds of $132,753,000 after commissions.  The unsecured senior Notes mature on March 1, 2028 and bear interest at a rate of 4.5% per annum, payable semi-annually.  We intend to use part of the net proceeds of the offering to finance a portion of the development costs of the Pirquitas Project and to use the balance of the net proceeds for the exploration of our other properties, for working capital and for general corporate purposes.

With the development of the Pirquitas mine, we are transitioning from an acquirer of silver projects and assets to a developer of silver projects and producer of silver.  During our acquisition phase, we purchased approximately 1.95 million ounces of silver bullion for investment purposes at an average cost of $5.85 per ounce.  In March 2008, we sold our silver bullion at an average price of $20.30 per ounce for proceeds of $39,648,000, which will be used to advance our projects to production.

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In July 2008, we sold the Shafter silver project in Presidio County, Texas, to Aurcana Corporation.  Under the terms of the sales agreement, we received total consideration of $38.1 million, consisting of $23 million in cash, 15 million shares of Aurcana with a fair value of $6.9 million and a $10 million convertible debenture with a fair value of $8.3 million (see “Convertible debenture receivable”).

Working capital at December 31, 2008 was $41,486,000 (2007 - $118,680,000).

Subsequent to year end, we closed a public share offering of 5,450,000 common shares at a price of $17.00 per share, for aggregate gross proceeds of $92,650,000.  After deducting underwriting fees and estimated offering expenses of $5,533,000, net proceeds were $87,117,000.

We have sufficient funds to complete the construction of the Pirquitas mine as well as complete our planned exploration programs for next year.

Operating Activities

Cash flow used in operations totalled $19,093,000 in 2008, compared to cash generated by operations of $23,620,000 in 2007.  The decrease in cash flow generated in 2008 compared to 2007 is attributable to a foreign exchange gain on our funds held in US dollars, offset by financing fees and interest expense related to issuance of convertible debt, additional salaries, professional fees and general and administrative costs.

Cash flow generated by operations totalled $23,620,000 in 2007, compared to cash used in operations of $10,050,000 in 2006.  This increase in cash flow generated by operations from 2006 to 2007 is primarily the result of a foreign exchange loss on our funds held in US dollars.

Financing Activities

During 2008, a net total of $138,719,000 was raised through financing activities as compared to $10,973,000 in 2007 and $182,338,000 in 2006.  The following table shows how the funds were raised:

	Year ended December 31,
	2008			2007			2006
Financing activities		$(000	)		$(000	)		$(000	)
Proceeds from issuance of convertible notes		138,000			-			-
Financing costs related to equity portion
of convertible notes financing		(1,473	)		-			-
Shares and warrants issued for cash		2,192			10,973			192,774
Share issue cash costs		-			-			(10,436	)
		138,719			10,973			182,338

In 2008, we sold $138,000,000 senior convertible notes for net proceeds of $132,753,000 after commissions.  The unsecured senior Notes mature on March 1, 2028 and bear interest at a rate of 4.5% per annum, payable semi-annually.  We intend to use part of the net proceeds of the offering to finance a portion of the development costs of the Pirquitas Project and to use the balance of the net proceeds for the exploration of our other properties, for working capital and for general corporate purposes.

A total of 186,100 shares were issued on the exercise of stock options for total proceeds received of $2,192,000 in 2008 compared to 886,600 shares issued on the exercise of stock options for total proceeds received of $10,973,000 in 2007 and 668,750 shares in 2006 for total proceeds received of $5,773,000.  The weighted average price received on the exercise of options was $11.78 per share in 2008 compared to $12.38 in 2007 and $8.63 in 2006.  In 2006, 1,386,625 warrants were exercised for proceeds of $22,617,000 with a weighted average price received of $16.31 per share.

17

On May 16, 2006, we closed a public offering of 7.2 million common shares for gross proceeds of $164,384,000.  The price received was $23.00 per share.  After deducting underwriting fees and offering expenses of $10,436,000, net proceeds were $153,948,000.

Investing Activities

Mineral Properties and Capital Expenditures

We spent $61,861,000 (2007 - $39,774,000, 2006 - $34,720,000) for exploration and $107,814,000 (2007 - $42,386,000, 2006 - $3,181,000) for construction and mining equipment during the year.  A summary of the exploration expenditures by mineral property follows:

	Year ended December 31,
	2008			2007			2006
		$(000	)		$(000	)		$(000	)
Bowdens		245			565			510
Candelaria		282			299			354
Challacollo		213			1,859			359
Diablillos		5,663			4,436			359
Pitarrilla		17,866			16,360			18,588
San Luis		6,549			7,626			1,236
Snowfield		4,643			2,392			1,685
Veta Colorada		567			74			3,618
Other		1,075			1,146			3,562
Change in non-cash working capital		(347	)		(1,050	)		-
		36,756			33,707			30,271

The above table reflects cash expenditures incurred by property.  It does not include non-cash charges.

Pirquitas Project

A total of $136,441,000 was incurred at the Pirquitas property in Argentina during the year, compared to a total of $56,182,000 in 2007 and $6,059,000 in 2006, which includes $129,171,000 (2007 - $50,351,000, 2006 - $1,610,000) on mine construction and mining equipment and $7,270,000 (2007 - $5,831,000, 2006 - $4,449,000) in exploration activities.

Construction is progressing well on the project.  The commissioning and process operations teams are in place and preparing for start-up.  The plan is to start-up the silver circuit initially and then follow with the tin circuit once the silver process is operating.  The Operations crews are advancing well with the open pit pre-stripping.  Continuous shift operations are now well established, and we have seen success with the utilization of a high percentage of local people in our operator compliment. Local community employment is high, and we are well supported by the local communities.

18

In May 2008 we updated the proven and probable silver reserves at Pirquitas, with silver reserves  increasing by 43% to 195.1 million ounces.    Based on the increased reserves, Pirquitas mine life has been extended to 14.5 years, an increase of 4.5 years from the November 2007 reserve update.  The reserve is indicative of the geologic potential of the Pirquitas system and does not incorporate any deepening of the initial pit.  The deposit remains open at depth.  The approximate 50% increase in mine life not only adds robustness to the project, but enables a greater window of opportunity for further exploration activities.

The updated reserve estimate incorporates drill data from an additional 74 reverse circulation drill holes totaling 16,850 meters of in-pit and pit wall drilling, uses metal prices of $11.00/ounce silver, $5.00/lb tin and $1.05/lb zinc and is based on a new Whittle pit using total operating costs of $22 per tonne.

In February 2009, we updated the capital cost estimate for the project to $230 million plus IVA from the previous capital cost estimate of $220 million plus IVA as inflation in wages and local inputs continues to place pressure on costs.  In developing the previous cost estimate in November 2007, we estimated inflation for wages and other inputs within Argentina significantly higher than the official rate. With inflation exceeding company estimates, the estimated cost to complete the construction of Pirquitas has increased to $230 million or 5% over the 2007 estimate. With eight months of mining experience and in-country administration, the company estimates that mining, milling and administration costs will now average $26/tonne over the life of the mine.  As of December 31, 2008, the Company had expended $194 million in construction costs of the total estimated $230 million.

With production ramping up through Q2, Pirquitas is expected to produce in excess of six million ounces of silver in 2009 with full production in excess of 10 million ounces in 2010.

The government of Argentina is proposing to adopt a tax on the export of concentrates for projects with fiscal stability agreements predating 2002.  The Pirquitas Project has a fiscal stability agreement dating from 1998 and may be subject to this proposed export tax.  Legality of the export tax is under review by the court in Argentina.

San Luis Project

A total of $6,549,000 was spent at the San Luis Joint Venture Project in Peru during the year compared to $7,626,000 in 2007 and $1,236,000 in 2006.

Infill diamond drilling on the project’s Ayelén Vein was completed in 2007.  In 2008, a 6,600 meter diamond drilling program was completed, which tested a number of targets on this large property package (approximately 96 square miles).  Exploration targets focused on the BP Zone where brecciated volcanic rocks hosting copper-zinc-lead sulphide mineralization have been sampled over a broad area. Quartz vein systems where channel sampling has identified structures enriched in gold and silver will also be tested.  A revised resource estimate was completed in the fourth quarter of 2008, which defined a measured and indicated resource of 348,000 ounces of gold resources and 9.0 million ounces of silver resources. A feasibility study on placing the project in production has commenced and is expected to be completed in the first half of 2009.

We currently hold a 55% interest in the San Luis Project and have elected to increase our interest to 70% by completing a feasibility study.  We have the right to increase our interest in the San Luis Joint Venture to 80% by placing the project in production.  The remaining joint venture interest is held by Esperanza Silver Corporation.

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Pitarrilla Project

A total of $17,866,000 was spent on our Pitarrilla Project in Mexico during the current year compared to $16,360,000 in 2007 and $18,588,000 in 2006.

In August 2008, we reported an increase in the silver resources at the Breccia Ridge Zone.  Project resources now total 159.9 million ounces of measured silver resources, 483.7 million ounces of indicated silver resources and 82.3 million ounces of inferred silver resources, placing Pitarrilla among the largest silver discoveries in the last decade.

Infill and exploration drilling of the Breccia Ridge Zone is ongoing with three drills on site.  Work on a 2.5 kilometer-long decline is continuing, which will provide underground drilling stations for the high grade silver and base metal mineralization of the Breccia Ridge Zone.  The portal and more than 1,300 meters of ramp excavation have been completed to date.

An engineering pre-feasibility study is nearing completion and focuses initially on developing the underground sulphide-associated, base metal and silver mineralization found at Breccia Ridge.  A second study focusing on development of the potential open pit resources is in progress.

Diablillos Project

A total of $5,663,000 was spent at the wholly-owned Diablillos Project in Argentina during the year compared to $4,436,000 in 2007 and $359,000 in 2006.

We completed an 11,000-meter diamond drill program during 2007 and early 2008 on the project.  During the latter part of 2008, a further 5,063 meters of drilling was completed.  The objective of the program was to better define the inferred resource of 93.8 million ounces of silver resources and 815,000 ounces of gold resources.  We are in the process of preparing an updated resource estimate and conducting a metallurgical program for the Diablillos Project.  We have also engaged a Qualified Person as defined in NI 43-101 to prepare an updated resource estimate for the Diablillos Project, which is expected to be completed in the second quarter of 2009. Dependent on the results of the resource estimate and the metallurgical program, we will advance a pre-feasibility study on the economics of developing the Diablillos Project.

Snowfield Project

A total of $4,643,000 was spent at the wholly-owned property in Canada during the year compared to $2,392,000 in 2007 and $1,685,000 in 2006.

In February 2009, the company reported a five-fold increase in gold resources at the wholly-owned Snowfield Project in northern British Columbia, Canada. The increased gold resource is now comprised of measured and indicated gold resources totalling 4,362,000 ounces and inferred gold resources of 14,276,000 ounces using a cut-off grade of 0.5 grams of gold-equivalent per tonne. The property is located 65 kilometres north of the town of Stewart and 20 kilometres southeast of Barrick's high-grade gold-silver mine at Eskay Creek.

The resource estimate is based on 96 diamond drill holes completed in 2006-2008, two re-sampled historical holes, collectively totalling 33,922 meters and 15 trenches totalling 126 meters of surface chip sampling.

A geological review is underway to assess the potential for expanding the mineralization at Snowfield and the adjacent Sulphurets Project held by Silver Standard. A follow-up program is being planned for 2009.

20

San Agustin Project

The San Agustin property is located 85 kilometers north of Durango City in Durango, Mexico.

In February 2009, an exploration company that had an option to acquire the property elected to not exercise its option. As a result, the property has been improved by over $10 million in exploration expenditures and is now the focus of an updated resource estimate commissioned by Silver Standard. The property appears to host a significant gold, silver and base metal resource.

As a result of developments at Snowfield and San Agustin, the company’s exposure to gold resources has expanded significantly.

Financial Position

Cash

At December 31, 2008, we had a cash and cash equivalent balance of $72,013,000 as compared to $81,600,000 at December 31, 2007.  The increase is mainly attributed to:

· $138,000,000 raised from the convertible debt financing in February;

· $39,648,000 cash proceeds from sale of silver bullion in March;

· $22,954,000 cash proceeds from the sale of the Shafter Project in July;

net of:

· $61,861,000 (2007 - $39,774,000) spent on mineral properties;

· $107,814,000 (2007 - $42,386,000) spent to advance the development of Pirquitas.

Silver Bullion

In March 2008, we sold our silver bullion for cash proceeds of $39,648,000.  As at December 31, 2007, the silver bullion was recorded on our balance sheet at a cost of $15,977,000.  The sale resulted in a gain of $23,699,000.  No tax expense was recorded as we have sufficient tax pools to offset the taxable gain on the sale.

Marketable Securities

Our marketable securities at December 31, 2008 have a carried cost of $8,533,000 and a market value of $10,923,000 for an unrealized loss of $2,390,000 compared to a carried cost of $10,359,000 and a market value of $33,609,000 for an unrealized gain of $23,250,000 at December 31, 2007.  These investments were made in various mineral exploration companies and are considered to be liquid.

Convertible debenture receivable

As part of considerations received for sale of the Shafter Silver Project (see “Liquidity”), we received a $9,980,000 (C$10,000,000) convertible debenture (“Debenture”) from Aurcana Corporation (“Aurcana”).  The Debenture has a three-year term, a coupon rate of 3% and is convertible at our option into 6,600,000 Aurcana common shares at C$1.515 per share.  The Debenture is fully secured by general assets of Aurcana.

21

The note receivable component of the Debenture is designated as loans and receivable financial instrument.  At initial recognition, the fair value of the note receivable component was estimated at $6,854,000 using the discounted cash flow model method at market rate.  The note receivable component is accreted over an expected life of 3 years using the effective interest method.  As at December 31, 2008, the book value of the note receivable component of the Debenture was $5,923,000.  Interest and accretion income of $493,000 was recorded to earnings in relation to the Debenture.

The conversion feature of the Aurcana Debenture is classified as a held-for-trading financial instrument by default.  The fair value of conversion feature was estimated, at initial recognition, to be $1,439,000 and is re-valued at each period end based on the Black-Scholes valuation model.  As at December 31, 2008, the fair value of the conversion feature was $50,000.  As a result, an unrealized loss of $1,389,000 on financial instruments held-for-trading was recorded to net earnings during the period.

Other Investments

As at December 31, 2008, we had a total of C$57,102,000 invested in Canadian asset-backed commercial paper (“ABCP”).  At the dates at which we acquired the investments, the non-bank sponsored ABCP was rated R-1 high by DBRS Limited (“DBRS”), the highest credit rating for commercial paper.  In August 2007, the ABCP market experienced liquidity problems and was subsequently frozen.  In September 2007, a Pan Canadian Committee (the “Committee”) consisting of a panel of major ABCP investors was formed to restructure the affected ABCP trusts.

At December 31, 2007, based on the limited data available, we estimated the fair values of our ABCP investments to be $45,645,000 using a valuation technique which incorporates a probability weighted approach applied to discounted future cash flows and an impairment of $12,232,000 was recorded in 2007.

On December 24, 2008, the Committee confirmed that an agreement has been reached with all key stakeholders, including the involvement of provincial and federal governments.  In January 2009, the Committee successfully obtained the final court approval to complete the restructuring.

On January 28, 2009, we received the restructured notes with a face value of C$57,142,000 and first interest payment of $1,630,000.

The face value of the restructured notes is allocated as follow:

o    C$26,542,000 in Class A-1 Notes

§ Senior notes, with the other series of notes subordinated to them

§ Expected repayment in 8 years, contractual maturity in 47 years

§ Coupon rate of Bankers’ Acceptance Rate (“BA”) less 0.5%.

o    C$21,944,000 in Class A-2 Notes

§ Senior to the Class B and C Notes

§ Expected repayment in 8 years, contractual maturity in 47 years

§ Coupon rate of BA Rate less 0.5%.

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o    C$3,983,000 in Class B Notes

§ Senior to the Class C Notes

§ Expected repayment in 8 years, contractual maturity in 47 years

§ Coupon rate of BA Rate less 0.5%.

o    C$1,623,000 in Class C Notes

§ Expected repayment in 8 years, contractual maturity in 47 years

§ Coupon rate of BA Rate plus 20.0%.

o    C$658,000 in Class 3 IA Tracking Notes

§ Maturity of 7 years

§ Coupon rate equivalent to the lesser of : (i) the rate of return generated by the specific underlying assets; and (ii) BA plus 11.0%.

o    C$2,392,000 in Class 13 IA Tracking Notes

§ Maturity of 5 years

§ Coupon rate equivalent to the lesser of : (i) the rate of return generated by the specific underlying assets; and (ii) BA plus 11.0%.

As no secondary market has been developed for these restructured notes as at December 31, 2008, we estimated the fair value of our restructured notes using a valuation technique which incorporates a probability weighted approach applied to discounted future cash flows from the restructured notes and the fair value of our investments based on the indicative values contained in a report issued by J.P. Morgan, financial advisor to the Committee.  Based on our best estimate, the fair value of our restructured notes at December 31, 2008 was $21,803,000, resulting in an impairment of $17,903,000 recorded in 2008.  There is currently no certainty regarding the development of a secondary market for the restructured notes and therefore the fair value reported may change materially in subsequent periods.

In July 2008, we initiated legal action against a Canadian chartered bank and DBRS by filing a writ and statement of claim in the Supreme Court of British Columbia to recover any losses that may occur with respect to the ultimate recovery of our ABCP investments. There can be no assurance that the outcome of this litigation will be favourable to us.

Long-term Contractual Obligations

The following table discloses our contractual obligations:

	Less Than 1 Year $(000)	1-3 Years $(000)	4-5 Years $(000)	5+ Years $(000)	Total $(000)
Lease obligations	246	495	336	-	1,077
Asset retirement obligations	234	1,346	983	2,147	4,710
Long-term convertible notes*	6,210	12,420	147,315	-	165,945
Total	6,690	14,261	148,634	2,147	171,732

* Convertible notes are due in 2028 but expected to be repaid in 2013.  The notes bear an interest rate of 4.5% per annum and are convertible into common shares at a fixed conversion rate upon specified events.    

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Additional Disclosures

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting.  Any system of internal control over financial reporting, no matter how well designed, has inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  There have been no changes in our internal control over financial reporting during the year ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet financing arrangements.

Related Party Transactions

During the year ended December 31, 2008, we recorded administrative, technical services and expense reimbursements of $1,276,000(2007 - $396,000) from companies related by common directors or officers.  At December 31, 2008, accounts receivable include $42,000(2007 - $112,000) from these related parties.  Any amounts due from related parties are non-interest bearing and without specific terms of repayment.  Any transactions for expense reimbursement with related parties are at normal business terms.

Outstanding Share Data

The authorized capital consists of unlimited common shares without par value.  As at March 10, 2009, the following common shares, options and share purchase warrants were outstanding:

	Number of Shares	Exercise Price C$	Remaining Life (years)
Capital stock	68,233,047
Stock options	4,988,750	$10.50 - $40.62	0.8 - 9.8
Fully diluted	73,221,797

Subsequent Events

(a) In February 2009, we closed a public share offering of 5,450,000 common shares at a price of $17.00 per share, for aggregate gross proceeds of $92,650,000.  After deducting underwriting fees and estimated offering expenses of $5,533,000, net proceeds were $87,117,000.

(b) In February 2009, Geologix Explorations Inc. elected not to exercise its option to acquire 100% interest in the San Agustin property.  As a result, the San Agustin property, which contains  estimated resources of 1.61 million ounces of indicated gold, 1.08 million ounces of inferred gold, 48.3 million ounces of indicated silver and 37.3 million ounces of inferred silver, was returned to us.

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Financial Instruments and Other Instruments

Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable and accounts payable.  It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from our cash and cash equivalents, accounts receivable and accounts payable.

We are exposed to currency risk on the acquisition and exploration expenditures on our properties since we have to settle expenditures either in local currency or US dollars.  Our expenditures are negatively impacted by increases in value of local currencies versus the US dollar.

Risks and Uncertainties

As a mineral exploration and development company, we are exposed to a number of risks and uncertainties.  See Item 3.D.-“Risk Factors”.

· Research and Development, Patents and Licenses, etc.

We are a mineral exploration and development company with no producing properties and, as such, the information required by this item is inapplicable.

· Trend Information

We are a mineral exploration and development company with no producing properties, and, as such, the information required by this item is inapplicable.

· Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

· Tabular Disclosure of Contractual Obligations.

See Item 5.B – “Liquidity and Capital Resources”.

· Safe Harbor.

See “Note Regarding Forward-Looking Statements”.

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PART III

Item 19Exhibits

All financial statements and exhibits referred to in this Item 19 are incorporated by reference into this Annual Report.

Financial Statements

Document	Page
Consolidated Financial Statements as at December 31, 2008, 2007 and 2006 (in U.S. Dollars)	*
Auditors’ Report, dated August 7, 2009	*
Consolidated Balance Sheets as at December 31, 2008 and December 31, 2007 (in U.S. Dollars)	*
Consolidated Statements of Earnings (Loss) and Comprehensive Loss for the years ended December 31, 2008, December 31, 2007 and December 31, 2006 (in U.S. Dollars).	*
Consolidated Statements of Cash Flows for the years ended December 31, 2008, December 31, 2007 and December 31, 2006 (in U.S. Dollars).	*
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008, December 31, 2007 and December 31, 2006 (in U.S. Dollars).	*
Notes to Consolidated Financial Statements for the years ended December 31, 2008, December 31, 2007 and December 31, 2006 (in U.S. Dollars).	*

__________

* Previously filed.

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B. Exhibits  

Exhibit  Number	Description
1.1*	Memorandum, Articles and Certificate of Incorporation incorporated by reference from Exhibit 1.1 to Registration Statement under the Securities Exchange Act of 1934 on Form 20-F, file no. 0-26424 filed on July 13, 1995.
1.2*	Notice of Articles and Articles filed under the Business Corporations Act (British Columbia) incorporated by reference from Exhibit 1.2 to Annual Report for the fiscal year ended December 31, 2005 under the Securities Exchange Act of 1934 on Form 20-F, file no. 0-26424 filed on March 31, 2006.
2.1*	Indenture, dated as of February 27, 2008, between the Company and the Bank of New York, as trustee, incorporated by reference from Exhibit 2.1 to Annual Report for the fiscal year ended December 31, 2007 under the Securities Exchange Act of 1934 on Form 20-F, file no. 0-26424 filed on March 31, 2008.
8.1*	List of Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) included under Item 4.C, Organizational Structure.
10.1*	Underwriting Agreement dated February 24, 2009 incorporated by reference from Exhibit 99.1 to Report of Foreign Private Issuer under the Securities Exchange Act of 1934 on Form 6-K, file no. 0-26424 filed on February 25, 2009.
12.1	Certification of President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1	Certification of President Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

__________

* Previously filed.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 2 to the registrant’s annual report on its behalf.

		Silver Standard Resources Inc. (Company)
		By:	/s/ A.E. Michael Anglin
			A.E. Michael Anglin, Interim President, CEO & Director
Date:	February 2, 2010

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Exhibit 12.1

CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, A.E. Michael Anglin, certify that:

1.	I have reviewed this annual report on Form 20-F/A of Silver Standard Resources Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:	February 2, 2010
/s/ A.E. Michael Anglin
A.E. Michael Anglin Interim President and CEO

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Exhibit 12.2

CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tom S.Q. Yip, certify that:

1.	I have reviewed this annual report on Form 20-F/A of Silver Standard Resources Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:	February 2, 2010
/s/ Tom S.Q. Yip
Tom S.Q. Yip Vice President, Finance and CFO

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Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F/A of Silver Standard Resources Inc. for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date:	February 2, 2010
/s/ A.E. Michael Anglin
A.E. Michael Anglin Interim President and CEO

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Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F/A of Silver Standard Resources Inc. for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date:	February 2, 2010
/s/ Tom S.Q. Yip
Tom S.Q. Yip Vice President, Finance and CFO

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