WASHINGTON, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

(Continued on following pages)

 

 

CUSIP No.		04957F101	13D/A1	Page		2		of		7

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D/A1

This constitutes Amendment No. 1 to the statement on Schedule 13D (the “Amendment No. 1”) filed on behalf of Lloyd I. Miller III (“Miller” or the “Reporting Person”), dated and filed January 7, 2011 (the “Statement”), relating to the common stock, without par value per share, of Atna Resources Ltd. (the “Company”). The Company’s principal executive offices are located at 14142 Denver West Parkway, Suite 250, Golden, Colorado 80401. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and restated in its entirety as follows:

     Miller is the investment advisor to the trustee of Trust A-4 and Trust C (collectively, the “Trusts”). The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992. The Trust was further reformed by Order of the Delaware Chancery Court dated December 23, 2010, such Order naming Miller as investment adviser to the Trust with enumerated powers. All of the Shares purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase price for the Shares purchased by Trust A-4 was $1,812,179.62. All of the Shares purchased by Trust C were purchased with funds generated and held by Trust C. The aggregate purchase price for the Shares purchased by Trust C was $397,944.47.

     Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general partner of Milfam II L.P. (“Milfam II”), a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Miller is deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Shares purchased by Milfam II was $3,931,185.76.

     Miller is the settlor of an individual retirement trust account (the “IRA”). All of the Shares held by the IRA were purchased with personal funds generated and contributed to the IRA by Miller. The purchase price for the Shares held by the IRA was $6,177.29.

     Pursuant to an Irrevocable Trust Agreement MILGRAT I (V6) (“MILGRAT I (V6)”), dated as of November 20, 2009, Miller was named as the trustee to MILGRAT I (V6). All of the Shares Miller is deemed to beneficially own as trustee of MILGRAT I(V6) were contributed to MILGRAT I (V6) by its grantor, Catherine C. Miller.

Item 4. Purpose of the Transaction

Item 4 of the Statement is hereby amended by adding the following at the end thereof:

          On March 25, 2011, Stikeman Elliott LLP, Canadian legal counsel to Mr. Miller, sent a letter on behalf of Mr. Miller to the Board of Directors (the “Board”) of the Company, attached hereto as Exhibit 99.1, stating the following:

	•		Mr. Miller recommends that Steve Harmsen, Steve Scheiwe and Alan Howe be included as management nominees in the Company’s proxy circular for the upcoming Company shareholders’ meeting scheduled for May 6, 2011 (the “Meeting”). Mr. Miller believes that these nominees possess strong, independent business track records, and desires to see the Board possessed of persons who are acting entirely in the interests of shareholders with a view to creating long-term shareholder value.
	•		Mr. Miller is extremely disappointed that the current Board approved the recent bought deal financing for the Company which closed on December 2, 2010. Pursuant to this financing, the Company issued 13,350,000 units at a price of C$0.60 per unit which caused serious dilution for existing shareholders. Rather than looking to find partners or sell properties, the Company seems content to finance its expansion through poorly thought out transactions that are dilutive to shareholders. This, coupled with the Company’s failure to meet its expected gold production at the Briggs Mine by over 30% in 2010, are the reasons that Mr. Miller seeks to reconstitute the Board.
	•		If the Board fails to include Mr. Miller’s nominees as management nominees in the Company’s proxy circular for the Meeting, Mr. Miller intends to solicit proxies for their election.
	•		In addition, Mr. Miller requested that the Company allow individual director voting at the Meeting rather than be provided with the limited option of voting for a slate of directors.

     Except as described above in this Item 4 and herein, the Reporting Person does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans and take any and all actions that the Reporting Person may deem appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. The Reporting Person may take any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

     (a) Miller may be deemed to beneficially own 12,310,133 Shares, which is equal to approximately 12.4% of the total number of outstanding Shares, based on the Company’s Form 20-F filed on March 23, 2011. As of the date hereof, 3,398,791 of the Shares beneficially owned by Miller are owned of record by Trust A-4, 936,215 of the Shares beneficially owned by Miller are owned of record by Trust C, 10,304 of the Shares beneficially owned by Miller are owned of record by the IRA, 901,602 of the Shares beneficially owned by Miller are owned of record by MILGRAT I (V6), and 7,063,221 of the Shares beneficially owned by Miller are owned of record by Milfam II.

     (b) Miller may be deemed to have sole voting and dispositive power for all such shares held of record by Trust A-4, Trust C, MILGRAT I (V6), the IRA and Milfam II.

     (c) The following table details the transactions effected by Miller in the past 60 days:

			Milfam II L.P.
	Date of Transaction		Number of Shares Purchased				Price Per Share
	March 14, 2011			129,000			$	0.59848

     (d) Persons other than Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

     (e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     Item 4 of this Schedule 13D/A is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits:

     Exhibit 99.1 Letter to the Company dated March 25, 2011.

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 29, 2011

Exhibit 99.1

STIKEMAN ELLIOTT

Stikeman Elliott LLP Barristers & Solicitors

1155 Rene-Levesque Blvd. West, 40th Floor, Montreal, Quebec, Canada H3B 3V2
Tel: (514) 397-3000 Fax: (514) 397-3222 www.stikeman.com

Zev Zelman
Direct:		(514) 397-3123
Fax:		(514) 397-3443
E-mail:		zzelman@stikeman.com

BY EMAIL, FAX AND COURIER		March 25, 2011

Atna Resources Ltd.
14142 Denver West Parkway
Suite 250
Golden, Colorado
80401

To the Board of Directors of Atna Resources Ltd.:

Re:

Proposal and Protocol for the May 6, 2011 Meeting of Atna Resources Ltd. (“Atna”) Shareholders

     We act as legal counsel to Lloyd I. Miller, III with respect to the matters discussed below.

     Further to our client’s recent discussions with Jim Hesketh, we are providing this letter to outline in writing our client’s request and expectations with respect to the upcoming Atna shareholders’ meeting (the “Meeting”), scheduled for May 6, 2011.

     As you know, our client owns and controls an aggregate of 12,310,133 common shares of Atna (“Shares”), representing approximately 12.43% of the outstanding Shares.

Nominees to the Board

     Our client wishes to nominate 3 members (the “Shareholder Nominees”) to the board of directors of Atna (the “Board”) at the Meeting. Our client has previously provided you with the names and biographies of the Shareholder Nominees: Steve Harmsen, Steve Scheiwe and Alan Howe. To that end, our client is requesting that the Shareholder Nominees be included as management nominees (the “Management Slate”) for election as director, in management’s proxy circular for the Meeting. The candidates whom our client has chosen as nominees are each qualified to act as directors under section 124 of the Business Corporations Act (British Columbia) and each will add value to the Board, as they possess strong, independent business track records. Our client’s request is based on a desire to see the Board possessed of persons who are acting entirely in the interests of shareholders with a view to creating long-term shareholder value.

MONTREAL

TORONTO

OTTAWA

CALGARY

VANCOUVER

NEWYORK

LONDON

SYDNEY

STIKEMAN ELLIOTT

     Mr. Miller’s concerns with respect to the current Board composition and direction of Atna have arisen due to the performance of Atna’s share price on the Toronto Stock Exchange. Despite the rising price of gold, Atna’s share price has declined steadily and drastically during the time in which Mr. Miller has been a shareholder. When Mr. Miller first became a shareholder of Atna in March of 2008, Atna’s Shares were trading at approximately $1.30 per Share. The closing price of Atna’s Shares on March 24, 2011 was $0.58 per share. In comparison, the London Gold Fix on March 25, 2008 was US$926.75. On March 24, 2011, it closed at US$1,447.00.

     In addition, our client is extremely disappointed that the current Board approved the recent bought deal financing for Atna, which closed on December 2, 2010. Pursuant to this financing, Atna issued 13,350,000 units at a price of C$0.60 per unit, causing serious dilution for existing shareholders. It is for these reasons that Mr. Miller seeks to reconstitute the Board at the Meeting.

     If the directors of Atna fail to include Mr. Miller’s nominees in the Management Slate, Mr. Miller intends to solicit proxies for their election.

Individual Director Vote

     With respect to the conduct of the Meeting, we request that shareholders be permitted to vote for individual director nominees at the Meeting rather than be provided with the limited option of voting for a slate of directors.

     Individual director voting has been encouraged by many reputable organizations in Canada, including the Canadian Coalition for Good Governance (the “CCGG”). The CCGG specifically recommends that current corporate statutes be amended to prohibit slate voting.

     ISS, in its 2011 Canadian Proxy Voting Guidelines Summary for TSX-Listed Companies, dated January 14, 2011 provides that “shareholders should have the ability to vote for their choice of directors individually from either ballot in a contested election so that the resulting board of directors truly reflects the wishes of a majority of the shareholders”. Further, ISS indicates that slate voting discourages shareholders from providing feedback through director elections and effectively shields directors from shareholder disapproval.

     In line with these current institutional recommendations, we request that Atna allow individual director voting at the Meeting.

Protocol at the Meeting

     If the Meeting results in a contest between our client and you, we also write to suggest that, in line with accepted practice, we work together, through counsel, to establish a protocol to govern the conduct of the Meeting and the receipt, tabulation and verification of proxies.

STIKEMAN ELLIOTT

     Mr. Miller would like to work with Atna to improve shareholder value.

     We hope you will reconsider Mr. Miller’s proposal to include the Shareholder Nominees in the Management Slate to be elected at the Meeting.

c.c.

James K.B. Hesketh, CEO, President and Director, Atna Resources Ltd. David H. Watkins, Chairman, Atna Resources Ltd. Glen D. Dickson, Director, Atna Resources Ltd. Ronald D. Parker, Director, Atna Resources Ltd. David Fagin, Director, Atna Resources Ltd. Christopher E. Herald, Director, Atna Resources Ltd. Bull, Housser & Tupper LLP, Counsel to Atna Resources Ltd. Lloyd I. Miller, III Steve Balet, Oka-pi Partners John Stark, Stikeman Elliott LLP Maxime Turcotte, Stikeman Elliott LLP Lisa Trienis, Stikeman Elliott LLP