UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      August 29, 2006

Mr. Gerald J. Malys
Chief Financial Officer
Apex Silver Mines Corporation
1700 Lincoln Street, Suite 3050
Denver, Colorado 80203



      Re:	Apex Silver Mines Limited
		Registration Statement on Form S-3
      Filed June 9, 2006
		File No. 333-134912

			Form 10-K for the Fiscal Year Ended December 31,
2005
			Filed March 31, 2006
			File No. 001-13627

			Form 10-Q for the Fiscal Quarter Ended March 31,
2006
			Filed May 9, 2006
			File No. 1-13627

Dear Mr. Malys:

      We have reviewed your response letter dated August 10, 2006,
and have the following comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-K for the Fiscal Year Ended December 31, 2005

General

1. Please file an amendment to your Form 10-K to include the
revised
auditors` report that you reference in response to prior comment
2,
covering the inception-to-date information; and to expand the
disclosure of your Note 1 in response to prior comment 4,
regarding
your inception date and the accounting for your recapitalization.

Financial Statements

Note 2 - Summary of Significant Accounting Policies, page F-10

f. Mining properties, exploration and development costs, page F -
11

2. We note your response to prior comment 5 and proposed
additional
disclosure for future filings stating that in accordance with EITF
04-3, you include any value beyond proven and probable (VBPP)
reserves when allocating mineral property acquisition costs.
Please
include this additional disclosure in your Form 10-K amendment,
further modified to clarify how you allocate such VBPP between the
mineral property acquisition costs that you capitalize and the
acquisition costs of "unevaluated" mineral properties that you
expense.  Please contact us by telephone to discuss.

Engineering Comments

Form 10-K for the Fiscal Year Ended December 31, 2005

Reserves, page 9

3. Please amend the filing, as proposed in your draft response to
prior comment 10, concerning the disclosure of the proven and
probable reserves, although combining the two tables and
differentiating between the oxide and sulfide ores as subsets of
the
categories within your table of proven and probable reserves.

Exploration, page 11

4. Your responses to prior comments 11 and 12 indicate that the
requested disclosure was not necessary, as these properties were
not
material or of major significance.  Please revise your filing to
include a statement to that effect along with any references to
those
properties; your view on their relative significance should be
clear.


Exhibit 23.2

5. Please include the revised consent of Mine Reserves Associates,
Inc, as described in your response to prior comment 13.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Lily Dang at (202) 551-3867 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
Direct your questions relating to the engineering comments to
George
Schuler, Mining Engineer, at (202) 551- 3718.  Please contact
Carmen
Moncada-Terry at (202) 551-3687 or, in her absence, the
undersigned,
at (202) 551-3740 with any other questions.
      					Sincerely,


      					H. Roger Schwall
      Assistant Director

cc: 	VIA FACSIMILE
      Deborah Friedman
      Davis Graham & Stubbs LLP
      (303) 893-1379
Mr. Gerald J. Malys
Apex Silver Mines Limited
August 29, 2006
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