8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K/A

AMENDMENT TO CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 15, 2006

WITS BASIN PRECIOUS MINERALS INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota (State or Other Jurisdiction of Incorporation) 1-12401 (Commission File Number) 84-1236619 (IRS Employer Identification No.)

80 South 8^th Street, Suite 900 Minneapolis, Minnesota (Address of Principal Executive Offices)   55402-8773 (Zip Code)

612.349.5277

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(c). Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As previously disclosed in the Registrant’s Current Report on Form 8-K dated September 13, 2006 and filed September 18, 2006, Dr. Clyde L. Smith (“Dr. Smith”), executed an offer of employment letter (the “Offer Letter”) on September 15, 2006, accepting the position of President with the Registrant. An error relating to one of the option agreements in the Offer Letter required correction.

Dr. Smith was to be granted two options: one for 1,500,000 shares (the “Standard Options”) and one for 500,000 shares (the “Performance Based Stock Options”). It was intended that the Standard Options would vest as follows: 300,000 vest immediately and 300,000 vest each anniversary thereafter (September 15, 2007, 2008, 2009 and 2010).

Dr. Smith and the Registrant mutually agreed to correct this error by the execution of a letter dated September 20, 2006 (the “Correction Letter”), with no other changes to any terms in the Offer Letter.

The foregoing is qualified in its entirety by reference to the Correction Letter, which is being filed as Exhibit 10.1 to this Current Report on Form 8-K/A; and such exhibit is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description of Document
10.1	Correction Letter dated September 21, 2006, by and between the Registrant and Dr. Smith.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wits Basin Precious Minerals Inc.
Date:  September 21, 2006	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Document
10.1	Correction Letter dated September 21, 2006, by and between the Registrant and Dr. Smith.

EX-10.1

EXHIBIT 10.1

September 21, 2006

Mr. Clyde Smith

#106-1680 56^th Street

Delta, B.C. V4L 2L6

Canada

Re: Offer of Employment Letter, dated September 14, 2006 (the “Offer Letter”), from Wits Basin Precious Minerals Inc., (the “Company”).

Dear Mr. Smith:

This letter servers to correct an error relating to the vesting of options offered to you with your acceptance of employment with Wits Basin. The Offer Letter, attached as Exhibit A, under Section 2 stated, “You shall be entitled to receive stock options to purchase 1,500,000 shares of the Company’s Common Stock at a per share price equal to the closing sale price of the Company’s Common Stock on the OTC Bulletin Board on the Effective Date (the “Standard Options”) (subject to adjustment for splits and/or other capital restructuring), such Standard Options to vest ratably over a five year period commencing on the Effective Date.”

It was intended that the Standard Options would vest as follows: 300,000 vest immediately and 300,000 vest each anniversary thereafter (September 15, 2007, 2008, 2009 and 2010).

Other than as specifically set forth herein, the Offer Letter remains in full force and effect without modification.

If this confirms our mutual understanding, please kindly so indicate by executing in the space provided and returning a copy to me.

Signature page follows

900 IDS Center, 80 South 8^th Street, Minneapolis, MN 55402-8773

Tel: 612.349.5277 · Fax: 612.395.5276 ·www.witsbasin.com

Very Truly Yours,
Wits Basin Precious Minerals Inc.
By:	/s/ Stephen D. King
	Stephen D. King
Its:	CEO

Agreed to and accepted

/s/ Clyde Smith

Clyde Smith