SCHEDULE 14A ~~(Rule~~
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 ~~Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]~~

Confidential, ~~For~~for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2)) ~~[ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material under Rule 14a-12~~

COEUR ~~D'ALENE~~D’ALENE MINES CORPORATION ~~- -------------------------------------------------------------------------------- (Name~~

(Name of Registrant as Specified in Its Charter) ~~- -------------------------------------------------------------------------------- (Name~~

Payment of ~~filing fee~~Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transactions applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ]

Fee paid previously with preliminary materials. ~~- -------------------------------------------------------------------------------- [ ]~~

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, schedule or registration statement no.: - -------------------------------------------------------------------------------- (3) Filing party: - -------------------------------------------------------------------------------- (4) Date filed: - -------------------------------------------------------------------------------- File: 853396 - -------------------------------------------------------------------------------- ~~PRELIMINARY PROXY SOLICITING MATERIAL DATED JULY 26, 2002~~

COEUR ~~D'ALENE~~D’ALENE MINES CORPORATION
400 ~~COEUR D'ALENE MINES BUILDING POST OFFICE BOX~~Coeur D’Alene Mines Building
Post Office Box I
505 ~~FRONT AVENUE COEUR D'ALENE, IDAHO~~Front Avenue
Coeur D’Alene, Idaho 83814 ~~August ___, 2002~~

We are pleased to invite you to attend our Annual Meeting of Shareholders. This year it will be held the morning of ~~Tuesday, September 17, 2002,~~Thursday, May 20, 2004 at 9:0030 A.M., local time, at The Coeur ~~d'Alene~~d’Alene Resort and Conference Center, Second Street and Front Avenue, Coeur ~~d'Alene,~~d’Alene, Idaho. The primary business of the meeting will be to: ~~o elect directors, o approve~~

Re-elect directors; and

Approve an amendment of our Restated and Amended Articles of Incorporation authorizing an increase in the number of authorized shares of common stock from ~~125~~250 million to ~~250~~500 million ~~shares, and o increase the number of shares of common stock authorized for issuance under our Executive Compensation Program and Non-Employee Directors' Stock Option Plan.~~shares.

A Notice of the Annual Meeting and the Proxy Statement follow. You will also find enclosed a proxy card. We invite you to attend the meeting in person, but if this is not feasible, it is important that you be represented by proxy. If you cannot attend the meeting, we urge you to date and sign the enclosed proxy card, and return it promptly. We have provided a return-addressed, permit-stamped envelope for your convenience. Sincerely, /s/ Dennis E. Wheeler DENNIS E. WHEELER Chairman of the Board, President and Chief Executive Officer

WE URGE YOU TO CAREFULLY CONSIDER EACH OF THE MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING AND THE ~~BOARD'S~~BOARD’S RECOMMENDATION THAT SHAREHOLDERS VOTE FOR EACH OF THE PROPOSALS BEING PRESENTED.

COEUR ~~D'ALENE~~D’ALENE MINES CORPORATION
400 ~~COEUR D'ALENE MINES BUILDING~~ Coeur d’Alene Mines Building
505 ~~FRONT AVENUE POST OFFICE BOX~~Front Avenue
Post Office Box I ~~COEUR D'ALENE IDAHO~~
Coeur d’Alene Idaho 83814

Notice is hereby given that our Annual Meeting of Shareholders will be held at The Coeur ~~d'Alene~~d’Alene Resort and Conference Center, Second Street and Front Avenue, Coeur ~~d'Alene,~~d’Alene, Idaho, on ~~Tuesday, September 17, 2002,~~Thursday, May 20, 2004, at 9:0030 A.M., local time, for the following purposes:

1. To ~~elect~~re-elect a Board of Directors consisting of 10eight persons to serve for the ensuing year or until their respective successors are duly elected and qualified;

2. To approve an amendment of our Restated and Amended Articles of Incorporation authorizing an increase in the number of authorized shares of common stock from ~~125~~250 million to ~~250~~500 million shares; and

3. To amend our Executive Compensation Program to authorize the reservation of an additional 1,000,000 shares of common stock for issuance under the program; 4. To amend our Non-Employee Directors' Stock Option Plan to authorize the reservation of an additional 500,000 shares of common stock for issuance under options to be granted under the plan; and 5. To transact such other business as properly may come before the meeting.

Nominees for directors to be elected at the Annual Meeting are set forth in the enclosed Proxy Statement.

Only shareholders of record at the close of business on ~~Tuesday, July 30, 2002,~~April 1, 2004, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the Annual Meeting.

Coeur ~~d'Alene,~~d’Alene, Idaho ~~August ____, 2002 2~~ ~~- --------------------------------------------------------------------------------~~
April 15, 2004

PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. MAIL THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THE GIVING OF THE PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON SHOULD YOU ATTEND THE MEETING. ~~- -------------------------------------------------------------------------------- 3~~

PROXY STATEMENT

General

This proxy statement is furnished in connection with the solicitation by our Board of Directors of proxies of shareholders for shares to be voted at the Annual Meeting of Shareholders to be held on ~~Tuesday, September 17, 2002,~~Thursday, May 20, 2004, and any and all adjournments thereof.

Any shareholder executing a proxy has the right to revoke it at any time prior to its exercise by giving notice to our Secretary.

This proxy statement and the accompanying proxy are being mailed or given to our shareholders on or about ~~August __, 2002.~~ April 15, 2004.

VOTING SECURITIES

All shareholders of record as of the close of business on ~~July 30, 2002,~~April 1, 2004, are entitled to vote at the Annual Meeting or any adjournment thereof upon the matters listed in the Notice of Annual Meeting. Each shareholder is entitled to one vote for each share held of record on that date. As of the close of business on ~~June 30, 2002,~~April 1, 2004, a total of ~~79,030,849~~213,090,918 shares of our common stock were ~~outstanding [to be updated to July 30, 2002 in the definitive proxy statement].~~outstanding.

Shares represented by a proxy will be voted according to the instructions, if any, given in the proxy. Unless otherwise instructed, the person or persons named in the proxy will vote: o

FOR the election of the 10eight nominees for directors listed herein (or their substitutes in the event any of the nominees is unavailable for election); o

FOR the approval of ~~the proposed~~an amendment of our Restated and Amended Articles of Incorporation authorizing an increase in the number of authorized shares of common stock from ~~125~~250 million to ~~250~~500 million shares; o and

FOR approval of the proposed amendment of our Executive Compensation Program authorizing the reservation of an additional 1,000,000 shares of common stock for issuance under the program; o FOR approval of the proposed amendment of our Non-Employee Directors' Stock Option Plan to authorize the reservation of an additional 500,000 shares of common stock for issuance upon the exercise of options to be granted under the plan; and o in their discretion with respect to such other business as properly may come before the Annual Meeting.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspectors of election appointed by us for the meeting. The number of shares represented at the meeting in person or by proxy will determine whether or not a quorum is present. The inspectors 4 of election will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as unvoted for purposes of determining the approval of any matter submitted to the shareholders for a vote. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote by the inspectors of election with respect to that matter.

We will bear the cost of soliciting proxies. Proxies may be solicited by directors, officers or regular employees in person or by telephone or telegram. We have retained Morrow & Company, Inc., New York, New York, to assist in the solicitation of proxies. Morrow & ~~Company's~~Company’s charge will be $8,000 plus out-of-pocket expenses.

PROPOSAL NO. 1
ELECTION OF DIRECTORS ~~Ten~~

Eight directors are to be elected at the Annual Meeting, each to serve for one year or until his successor is elected and qualified. Proxies will be voted at the Annual Meeting, unless authority is withheld, FOR the election of the 10eight persons named below. All of the nominees currently are directors, except for J. Kenneth Thompson who is being nominated to fill the vacancy created by the retirement of Joseph C. Bennett, who retired from the Board after serving the Company dutifully as a director since 1981.directors. We do not contemplate that any of the persons named below will be unable, or will decline, to serve; however, if any such nominee is unable or declines to serve, the persons named in the accompanying proxy will vote for a substitute, or substitutes, in their discretion. 5 Nominees Age Director Since - -------- --- -------------- Dennis E. Wheeler.................................... 59 1978 Chairman of the Board of Coeur d'Alene Mines Corporation since May 1992; President since December 1980; Chief Executive Officer since December 1986; Chief Administrative Officer from December 1980 to December 1986; Secretary from January 1980 to December 1980; Senior Vice President and General Counsel from 1978 to 1980. Member of the Board of Directors and Chairman of the Audit Committee of Sierra Pacific Resources (a NYSE-listed public utility holding company). James J. Curran...................................... 62 1989 Chairman of the Board and Chief Executive Officer of First Interstate Bank, Northwest Region (Alaska, Idaho, Montana, Oregon and Washington) from October 1991 to April 30, 1996; Chairman of the Board and Chief Executive Officer of First Interstate Bank of Oregon, N.A. from February 1991 to October 1991; Chairman and Chief Executive Officer of First Interstate Bank of Denver, N.A. from March 1990 to January 1991; Chairman, President and Chief Executive Officer of First Interstate Bank of Idaho, N.A. from July 1984 to March 1990. James A. McClure..................................... 77 1991 Of Counsel, Givens & Pursley; Consultant to the Washington, D.C. consulting firm of McClure, Gerard & Neuenschwander, Inc.; United States Senator from Idaho from 1972 to 1991; former Chairman of the Senate Energy and Natural Resources Committee. Cecil D. Andrus...................................... 70 1995 Governor of Idaho (1971-1977 and 1987-1995); Secretary of the U.S. Department of the Interior (1977-1981). Director of Albertson's Inc. (a nation-wide grocery retail chain), Key Corp. (commercial banking) and RENTRAK (a video cassette leasing company). Chairman of the Andrus Center for Public Policy at Boise State University; "Of Counsel" member of the Gallatin Group (a policy consulting firm). John H. Robinson..................................... 51 1998 Executive Director of Amey PLC (a business process outsourcing company) since April 1, 2000. Vice Chairman of Black & Veatch, an international engineering and construction firm, from January 1999 to March 2000; Managing Partner of that company from 1989-1999; Chairman of Black and Veatch U.K., Ltd and President of Black & Veatch International from 1994 to March 2000. Member of the Board of Directors of Alliance Resource Partners MLP (coal mining).

6 Nominees Age Director Since - -------- --- -------------- Robert E. Mellor..................................... 58 1998 Chairman, Chief Executive Officer and President of Building Materials Holding Corporation (distribution, manufacturing and sales of building materials and component products) since 1997, director since 1991; Of Counsel, Gibson, Dunn & Crutcher, LLP, 1991-1997. Member of the Board of Directors of The Ryland Group, Inc. (national residential home builder). Timothy R. Winterer.................................. 65 1998 President, Chief Operating Officer and Director of Western Oil Sands from January 2000 to December 2001. President and Chief Executive Officer of BHP World Minerals Corporation (international resources company) from 1997 to 1998; Group General Manager and Executive Vice President, BHP World Minerals (1996-1997); Senior Vice President and Group General Manager, BHP World Minerals (1992-1996); Senior Vice President, Operations International Minerals, BHP Minerals (1985-1992); Executive Vice President, Utah Development Company (1981-1985). Xavier Garcia de Quevedo Topete...................... 55 1999 President and Chief Operating Officer of Asarco Incorporated (copper mining company) since November 19, 1999. General Director of Grupo Ferroviario Mexicano, S.A. de C.V. and of Ferrocarril Mexicano, S.A. de C.V. from December 1997 to December 1999; General Director of Development and Projects of Grupo Mexico, S.A. de C.V. from (copper and precious metals mining company) 1994 to 1997 and Alternate Director of that company since 1998; director of Asarco Incorporated since 1999; and director of Southern Peru Copper Corporation since December 1999. Daniel Tellechea Salido.............................. 56 1999 Managing Director for Administration and Finance of Grupo Mexico S.A. DE C.V. since 1994; Alternate Director of Grupo Mexico since 1998; Managing Director of Mexicana De Cobre, S.A. DE C.V., 1986 - 1993; Director, Vice President and Chief Financial Officer of Asarco Incorporated since 1999; Director and Vice President of Finance of Southern Peru Copper Corporation since 1999.

7 Nominees Age Director Since - -------- --- -------------- J. Kenneth Thompson.................................. 50 President of Pacific Rim Leadership Development, LLC (executive consulting firm in Anchorage, Alaska.) from May 2000 to present. Executive vice president of ARCO's Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore from January 1998 to June 2000. President of ARCO Alaska, Inc., the parent company's oil and gas producing division based in Anchorage, Alaska from June 1994 to January 1998. Member of the Board of Directors of Alaska Airlines and Alaska Air Group, Inc.

MANAGEMENT RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

Committees of the Board of Directors

Our Board of Directors met nine times during ~~2001.~~2003. We have an Audit Committee comprised solely of outside directors and presently consisting of Messrs. Curran (Chairman), McClure and ~~Winterer.~~Thompson. The Audit Committee is responsible for reviewing and reporting to the Board of Directors with respect to various auditing and accounting matters, including the selection of our independent public accountants, the scope of the audit procedures, the nature of all audit and non-audit services to be performed, the performance of our independent accountants and our accounting practices and policies. The Audit Committee met ~~four~~three times during ~~2001.~~2003.

The Board also has a Compensation Committee, comprised solely of outside directors and presently consisting of Messrs. Mellor (Chairman), Andrus ~~Robinson~~ and ~~Mellor.~~Robinson. The Compensation Committee is responsible for determining the annual compensation of the Company’s executive officers and directors, overseeing the Company’s stock incentive plans and other executive benefit plans and providing guidance in the area of certain employee benefits. The Compensation Committee met ~~one time~~once during ~~2001. Each director attended~~2003. We expect that at ~~least 75% of~~ the ~~meetings~~next meeting of the Board of Directors ~~and committees on which he served, except for Daniel Tellechea Salido, who missed three meetings~~following our annual meeting of shareholders, the Board of ~~Directors.~~Directors will appoint Mr. Thompson as the Chairman of the Compensation Committee succeeding Mr. Mellor who will remain a member of the Committee.

Our Board also has an Executive Committee on which Messrs. Wheeler, Curran, Mellor, Robinson and ~~Wheeler~~Winterer currently serve. The Executive Committee is authorized to act in the place of the Board of Directors on limited matters that require action between Board meetings.

On February 5, 2004, the Board established a Nominating and Corporate Governance Committee consisting of Mr. Mellor, Mr. Thompson and Mr. Winterer, in response to recent amendments to the New York Stock Exchange’s corporate governance listing standards and rules issued by the SEC. The Nominating and Corporate Governance Committee is responsible for proposing nominees for the Board of Directors, evaluation of the performance of executive officers and members of the Board and its committees, the establishment of corporate governance guidelines and related corporate governance matters. We expect that at the next meeting of the Board of Directors following our annual meeting of shareholders, the Board of Directors will appoint Mr. Mellor as the Chairman.

Each of the members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are independent directors within the meaning of applicable New York Stock Exchange listing standards and rules. Copies of the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available at our websitewww.coeur.com.

Each director attended at least 75% of the meetings of the Board of Directors and committees on which he served during 2003.

Policy Regarding Director Nominating Process

The Nominating and Corporate Governance Committee has adopted a policy pursuant to which a shareholder who has owned at least 1% of the Company’s outstanding shares of common stock for at least two years may recommend a director candidate that the committee will consider when there is a vacancy on the board either as a result of a director resignation or an increase in the size of the board. Such recommendation must be in writing addressed to the Chairman of the Nominating and Corporate Governance Committee at the Company’s principal executive offices and must be received by the Chairman at least 120 days prior to the anniversary date of the release of the prior year’s proxy statement. Although the Committee has not formulated any specific minimum qualifications that the committee believes must be met by a nominee that the committee recommends to the board, the factors it will take into account will include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge, as set forth in the Committee’s charter. The Committee does not ~~have~~believe that there will be any differences between the manner in which the committee evaluates a ~~nominating committee.~~ nominee recommended by a shareholder and the manner in which the committee evaluates nominees recommended by other persons.

Policy Regarding Shareholder Communications with Directors

Shareholders desiring to communicate with a director, the non-management directors as a group or the full board may address such communication to the attention of the William F. Boyd, Esq., counsel to the Company, 601 Sherman Avenue, Suite 1, Coeur d’Alene, Idaho 83814, and such communication will be forwarded to the intended recipient or recipients.

Policy Regarding Director Attendance at Annual Meetings

The Company has a policy that encourages directors to attend each annual meeting of shareholders, absent extraordinary circumstances. Each of the eight members of last year’s board attended the annual meeting on May 20, 2003.

Meetings of Non-Management Directors

Non-management members of the Board of Directors conduct at least two regularly-scheduled meetings per year without members of management being present. The Board will designate a director to preside over each meeting of non-management directors.

Corporate Governance Guidelines and Code of Business Conduct and Ethics for Directors and Employees

In February 2004, the Board of Directors adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics for Directors, Officers and Employees in accordance with recently-amended New York Stock Exchange corporate governance listing standards. Copies of these documents are available at our websitewww.coeur.com.

SHARE OWNERSHIP

The following table sets forth information, as of ~~June 30, 2002, [to be updated to July 30, 2002 in the definitive proxy statement]~~April 1, 2004, concerning the beneficial ownership of our ~~common stock by shareholders known by us to be the beneficial owner of more than 5% of our outstanding shares of~~ common stock by each of the nominees for election as directors, and by all of our directors/nominees and executive officers as a ~~group: Shares Beneficially Percent~~group. No shareholder is known by us to be the beneficial owner of Owned Outstanding ---------------- ----------- Asarco Incorporated.......................... 7,175,000 (1) 9.35 Dennis E. Wheeler............................ 432,522 (2)(3) .56 James J. Curran.............................. 162,736 (2)(3) .21 James A. McClure............................. 28,060 (3) * Cecil D. Andrus.............................. 27,813 (3) * John H. Robinson............................. 37,536 (3) * 8 ~~Shares Beneficially Percent~~more than 5% of Owned Outstanding ---------------- ----------- Robert E. Mellor............................. 24,959 (3) * Timothy R. Winterer.......................... 50,719 (3) * Daniel Tellechea Salido...................... 23,754 (3)(4) * Xavier Garcia de Quevedo Topete.............. 23,754 (3)(4) * J. Kenneth Thompson.......................... -0- * All executive officers and nominees for director as a group (18 persons)............ 1,001,708 1.31 - --------------- (*) Holding constitutes less than .10%our outstanding shares of the outstanding shares. (1) Asarco Incorporated is primarily engaged in the mining and production of copper and is a wholly-owned subsidiary of Grupo Mexico, S.A. de C.V., a copper and precious metals mining company headquartered in Mexico. The address of Asarco Incorporated is 1150 N. 17th Avenue, Tucson, AZ 85703-0747. (2) Individual shares investment and voting powers over certain of his shares with his wife. The other directors have sole investment and voting power over their shares. (3) common stock.

COMPENSATION AND RELATED MATTERS

The discussion set forth below discusses our executive compensation program, including the 2003 Long-Term Incentive Plan ~~under~~(the “LTIP”) that was approved by our Executive Compensation Program or Non-Employee Directors' Stock Option Plan: Dennis E. Wheeler - 375,784 shares; James J. Curran - 162,636 shares; James A. McClure - 27,710 shares; Cecil D. Andrus - 27,713 shares; John H. Robinson - 37,436 shares; Robert E. Mellor - 24,859 shares; Timothy R. Winterer - - 49,719 shares; Daniel T. Salido - 23,754 shares; Xavier G. de Q. Topete - 23,754 shares;shareholders on May 20, 2003, and ~~all~~replaced our prior Long-Term Incentive Plan, and pursuant to which we may annually grant: nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, performance units, cash-based awards and stock-based awards to our executive officers and directors as a group - 937,722 shares. (4) Daniel T. Salido and Xavier G. de Q. Topete are designees of Grupo Mexico, S.A. de C.V., a Mexican copper and precious metals mining company that is the parent of Asarco Incorporated. COMPENSATION AND RELATED MATTERS Compensation Committee Report The following descriptionofficers. No new stock options were granted to any of our executive compensation practices and policies is presented on behalf of the Compensation Committee of our Board of Directors. The present members of the Committee are Cecil D. Andrus, John H. Robinson and Robert E. Mellor. The fundamental philosophy of our Executive Compensation Program is to offer competitive compensation opportunities based on the Company's performance and to a lesser extent, individual performance. Our Company and the Committee, at least annually, utilize the services of Hewitt Associates, a leading, independent executive compensation consulting firm, in connection with the implementation of the Executive Compensation Program. In addition, the Committee also receives information from other mining company compensation studies. 9 ~~Compensation of our executive~~ officers is reviewed annually by the Committee, which is comprised entirely of outside directors, and is directly linked to our financial performance comparisons with other companies in the mining industry and shareholder interests. Total compensation opportunities are competitive with those offered by other employers in the precious metals mining industry on a size-adjusted basis. Annual base salaries are targeted at approximately the 50th percentile of such companies on a size-adjusted basis. Annual incentive compensation awards under the AIP are based on target award levels, expressed as a percentage of base salaries, established at the beginning of each annual performance period for participating executives and vary (from 50% for the Chairman, President and CEO to lower amounts for other executives) depending upon the individual's level of responsibility and impact on overall Company performance. Specific individual and group objectives, reflecting the executive's responsibilities, are developed for each participating executive prior to the beginning of the year. Objectives for participants other than the Chairman, President and CEO are established for each participant by the CEO, and reviewed by the Compensation Committee. Individual objectives for the Chairman, President and CEO are established by the Committee and for 2001 included objectives relating to our operations, management and growth. Accordingly, the Compensation Committee reviews the executive's performance relative to the predetermined goals and reports toLTIP in 2003.

On March 11, 2003, the Board of ~~Directors. In addition, financial objectives are established for~~Directors awarded to the ~~Company based on growth~~management group a total of ~~total assets and cash flow return on total assets. Actual awards paid after~~1,240,000 restricted shares which initially were to vest at the end of ~~each annual performance~~a three-year period ~~vary from~~after grant of such shares. At a meeting on February 5, 2004, the ~~target awards~~Board of Directors, based onupon the ~~actual versus targeted performance objectives. In 2001, 50%~~Company’s achievement of certain strategic goals during 2003, amended the vesting schedule such that these shares will vest to the extent of one-third of the ~~target~~ award ~~value was based~~amount on ~~financial performance~~each anniversary following the grant date of ~~the Company and 50% was based on the individual performance of the participant. Awards vary from zero percent to 200 percent of the target awards. The total annual incentive awards paid~~such shares. Of such shares, 200,000 shares were issued to our Chief Executive Officer, ~~and the other four highest paid~~125,000 shares were issued to each of our three senior executive officers ~~employed at the end of 2001~~and between 70,000 to 85,000 shares were ~~$450,695 compared~~issued to $202,025 in 2000, and $850,406 in 1999. Long-term incentive awards under the Executive Compensation Program consist of stock options granted under the LTIP and performance shares awarded under the LTPSP. Of each long-term incentive awarded, 25% is allocated to stock options granted under the LTIP and 75% is allocated to performance shares awarded under the LTPSP. Awards of stock options are based on established percentages of base salary and vest cumulatively at a rate of 25% per year. The options expire ten years after the date of grant. Option exercise prices are equal to the fair market value of the common stock on the date of grant. As of July 30, 2002, nonqualified stock options and incentive stock options to purchase a total of 689,438 shares of common stock at an average exercise price of $1.58 per share were outstanding. Performance shares awarded under the LTPSP are designed to award key executives for overall company performance over a three-year time period and to align the interests of such executives with those of shareholders by rewarding increases in shareholder value. In August 2000, the vesting period for future LTPSP awards was reduced from four to three years. Before each performance period begins, target awards, expressed as a percentage of base salaries, are established for each executive, with a target award level (varying from 150% for our 10 Chairman/President/CEO to lower amounts for other executives) for each participant depending upon the individual's level of responsibility and impact on overall total return to shareholders. Actual LTPSP awards paid at the end of the performance period vary from the initial award target based on our company's actual total shareholder return relative to the total shareholder returns of a group of other comparable companies in the precious metals mining industry. The comparable companies are Apex Silver Mines Ltd., Bema Gold Corp., Cambior Inc., Echo Bay Mines Corp., First Silver Reserve, Inc., Glamis Gold Ltd., Hecla Mining Co., Homestake Mining Company, Kinross Gold Corp., Meridian Gold, Inc., Pan American Silver Corporation, TVX Gold, Inc. and Viceroy Resources Corp. Total shareholder return is the price of the common stock at the end of the year plus dividends during the year, divided by the market value of the common stock at the beginning of the year. Actual award payments may vary from zero percent to 150% of the target awards. Final awards under the LTPSP, which are not determinable until completion of the three-year performance period, are paid 60% in shares of common stock and 40% in cash. Payments made in March 2002 under the AIP were based on 2001 performance. As stated above, 50% of an AIP award is based on the prior year's growth of our total assets and cash flow return on investment and 50% is based on individual performance measured against predetermined individual or group objectives. With respect to the individual performance portion of the March 2002 AIP award to our Chairman, President and CEO, the award was based on 2001 performance and reflected the following company performance accomplishments in 2001: o the reduction in the cash cost of silver production to $3.93 per ounce in 2001, compared to $4.09 per ounce in 2000; o the $59.1 million, or 29%, reduction in our convertible indebtedness as a result of our ongoing debt restructuring program which increased shareholders' equity and decreased future cash interest payments; o the preparation of our Cerro Bayo high-grade gold and silver mine in southern Chile for the commencement of production in early 2002; o the commencement of a final feasibility study at our San Bartolome silver property in Bolivia with the assistance of a $760,000 grant from the U.S. Trade Development Agency, and the securing of additional mining and exploration rights that increased silver resources and enhanced project economics there; o the introduction of trackless mining in selected areas at Coeur Silver Valley that will improve productivity and reduce future cash costs there; o our entering into of a final settlement agreement with U.S. Government in March 2001, terminating our involvement and obligations with respect to litigation for the cleanup of the Coeur d'Alene Basin; and o our receipt of the industry's top safety honor, the Sentinels of Safety Award, at our Rochester mine in Nevada. 11 ~~It should be noted that the above discussion of Company performance accomplishments arises in the context of~~five other executive compensation relating to the year end of December 31, 2001, and, therefore, does not include any discussion of company performance accomplishments during the current year which ends on December 31, 2002. Company performance accomplishments during 2002 will be discussed in next year's proxy statement in the context of executive compensation relating to the year ending December 31, 2002.officers.

On ~~May 8, 2001, the Compensation Committee and~~February 19, 2004, the Board of Directors ~~approved an option exchange program that the Company extended~~awarded a total of 152,737 restricted shares which will vest to the ~~four persons employed by us that held fully-vested options that had been granted~~extent of one-third of the award amount on each anniversary following the grant date of such shares. Of such shares, 57,339 shares were issued to ~~them~~our Chief Executive Officer, 19,610 were issued to our President and Chief Operating Officer; 17,202 were issued to our Executive Vice President and Chief Financial Officer; 8,257 were issued to our Vice President Corporate Development; and between ~~1992 and 1997. The options entitled the holders~~2,305 to ~~purchase an aggregate of 268,861~~11,755 shares were issued to each of our common stock at exercise prices ranging from $13.125 to $20.875 per share. The options were to expire ten years from the date of grant. The closing sale price of the common stock on the New York Stock Exchange on May 8, 2001, was $1.26 per share. Pursuant to the option exchange program, on May 15, 2001, the four persons were extended the right prior to June 15, 2001, to tender and have cancelled their options granted between 1992 and 1997 and have a new option granted in exchange therefore on December 17, 2001, (which is six months and one day after June 15, 2001). Each of the four persons exercised their right and new, fully-vested options exercisable for a ten-year period were granted to them on December 17, 2001, at an exercise price equal of $0.74 per share, which was the market value of the common stock on that date. The option exchange program was instituted to provide incentives to optionees by making available options with more realistically priced exercise prices equal to the market value of the shares on the date of grant of the repriced options. The Company was able to provide these incentives without increasing the number of shares and potential dilution to shareholders under outstanding options. The following table sets forth information relating to the above option exchange program. We have not previously repriced outstanding options.

The above option exchange program discussion relates to a program approved and implemented during the year ended December 31, 2001. Information relating to an option exchange program which was approved by the Board of Directors on March 19, 2002, and in connection with which new options will be granted on October 2, 2002, will be set forth in next year's proxy statement to be used in connection with the Annual Meeting of Shareholders expected to be held in June 2003. Compensation Committee of the Board of Directors Robert E. Mellor (Chairman) Cecil D. Andrus John H. Robinson other executive officers.

History and Objectives of the ~~Company's~~Company’s Executive Compensation Program

Hewitt Associates, an independent consulting firm, has advised our Board of Directors and its Compensation Committee regarding our executive compensation program since 1989. The program was originally approved by shareholders in 1989. Amendments to the program approved by shareholders in 1995 and a new LTIP approved by shareholders in 2003 were designed to make us remain competitive with mining industry peer companies and to further align the financial incentives of management with the shareholders’ interests. Our ~~Executive Compensation Program provides~~executive compensation program was designed to provide incentives to executive officers to meet short-term and long-term objectives and attract, retain and motivate key executives that significantly affect our performance. Officers of Coeur ~~d'Alene~~d’Alene Mines Corporation and its subsidiaries (currently totaling 1314 persons) are eligible to participate in the program. ~~Hewitt Associates, a leading, independent~~Under the executive compensation ~~consulting firm, advises our Board of Directors, its Compensation Committee and our Chief Executive Officer regarding the implementation of the program. Under the Executive Compensation Program,~~program, base salary and annual incentive are targeted, ~~at approximately~~in consideration of several factors including performance and levels of responsibility and experience, between the 50th and 75th percentile of that reported for other companies in the mining industry on a size-adjusted basis. The total compensation opportunity (including long-term incentive) is targeted at the 75th percentile, based on stated performance objectives. The program was originally approved by shareholders in 1984. Amendments to the program approved by shareholders in 1995 were designed to make us remain competitive with mining industry peer companies and to align even further the financial incentives of management 13 ~~with the shareholders' interests.~~ We believe the ~~Executive Compensation Program~~executive compensation program is structured to motivate the key executives to best serve the shareholders by conducting business in a manner that enhances shareholder value.

Compensation Committee

Our ~~Executive Compensation Program~~executive compensation program is administered by the Compensation Committee of the Board of Directors, which is composed entirely of ~~outside~~independent directors. The Committee works with Hewitt Associates and our Chief Executive Officer to assure that the program meets the objectives set forth above, and is consistent with other plans in the mining industry. In addition, the Compensation Committee meets annually to set executive compensation for the year, to review recommendations of the independent consultant and to recommend compensation changes to the Board of Directors. The selection of officers receiving grants of stock options, ~~and~~restricted shares or other awards ~~of stock~~ under the program, and decisions concerning the timing, pricing and amount of such grants and awards, are made by the Compensation Committee. The Board makes the final decision regarding all other elements of executive compensation, including ~~executives~~executives’ salaries.

Elements of the Program

The ~~Executive Compensation Program~~executive compensation program consists of three basic elements: (i) base salary, (ii) annual incentive compensation, and (iii) long-term incentive compensation. The program is ~~performance based.~~performance-based. For the year ~~2001,~~2003, 50% of each ~~executive's~~executive’s annual incentive compensation was determined by our ~~company's~~Company’s overall financial performance relative to predetermined goals established by the Board of Directors, and the remaining 50% was determined by the ~~executive's~~executive’s performance relative to their individual predetermined goals. Goals of the Chief Executive Officer are set and reviewed by the Compensation Committee, which makes recommendations to the Board of Directors. Goals of other executives are set by the Chief Executive Officer, reviewed by the Compensation Committee and approved by the Board of Directors. Seventy five percent of each executive's long-term incentive compensation is based upon our company's total return to shareholders compared to a mining industry peer group and the remaining 25% consists of stock options which align the executive's compensation with shareholder interests.

Compensation Program Summary

During ~~2001,~~2003, Hewitt Associates reviewed executive compensation and the target levels. The compensation of our executive officers is also linked to our ~~company's~~Company’s financial performance as well as the individual ~~officer's~~officer’s performance. As more fully discussed below under ~~"Compensation~~“Compensation Committee Report,"” annual incentive compensation awards under the Annual Incentive Plan (the ~~"AIP"~~“AIP”) are based upon target award levels expressed as a percentage of base salaries, established at the beginning of each year for participating executives, and vary depending upon the ~~individual's~~individual’s level of responsibility and impact on our ~~company's~~Company’s overall performance. Commencing in ~~2001,~~2004, 50% of the AIP target award value ~~has been~~will be based on our ~~financial~~Company’s production, cash costs, reserves, income and cash flow return on investment performance as related to predetermined goals, and the remaining 50% by the individual ~~executive's~~executive’s performance relative to individual predetermined goals.

The ~~vesting period applicable to future LTPSP awards also was reduced from four to three years. The program's Long-Term Incentive Plan (the "LTIP")~~LTIP is based upon a ~~four-year performance period.~~three-year vesting period for stock options, restricted shares and other awards that may be made under the LTIP. Long-term incentives ~~include~~may includenonqualified stock options, ~~granted under the LTIP and~~incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, ~~(payable in shares of common stock~~performance units, cash-based awards and ~~cash after a four-year performance 14~~ ~~period) granted under our Long-Term Performance Share Plan (the "LTPSP"). The~~stock-based awards. Ordinarily, the exercise price of options granted under the LTIP is equal to the fair market value of the common stock on the date of grant of the options. The long-term compensation opportunities associated with ~~options that vest at a rate~~restricted shares and the other forms of ~~25% a year and shares of common stock that~~awards available under the LTIP are ~~issued after a four-year period are directly related to~~based on the market value of our common ~~stock. Long-term incentive awards paid under~~stock on the ~~LTPSP reward long-term shareholder value enhancement relative to industry competitors over a three-year performance period. No stock options under~~day of the ~~LTIP have been granted nor performance shares under the LTPSP awarded for services rendered in 2001.~~grant.

During the ~~seven-year~~nine-year period from 1995 through ~~2001,~~2003, a total of ~~1,500,000~~9,657,000 shares of common stock were authorized for issuance under the ~~Executive Compensation Program.~~executive compensation programs. As of ~~July 30, 2002, 816,291~~April 1, 2004, 6,354,331 shares remained available to underlie awards to be granted in the future under the program and it is anticipated that 699,614 shares will remain available after the planned granting of options in October 2002. Proposal No. 3 to be voted on at this Annual Meeting contemplates a 1,000,000 share increase in the number of shares reserved for issuance under Executive Compensation Program awards during the next two years.program.

The total annual incentive awards paid to our Chief Executive Officer and the other four highest paid executive officers employed at the end of the year were $971,355 in 2003 compared to $543,679 in 2002 and $450,695 in 2001, ~~compared to $202,025 in 2000, and $850,406 in 1999,~~ and their total annual compensation was $1,497,094 in 2003 compared to $1,379,826 in 2002 and $1,353,851 in ~~2001, compared to $1,282,139 in 2000 and $1,154,872 in 1999.~~2001.

The following Summary Compensation Table sets forth the annual base salary, annual bonus (including cash and stock) and long-term incentive compensation (including stock awards, options granted and long-term incentive cash payments) earned by our Chief Executive Officer and the other four highest paid executive officers employed at the end of the year for services rendered during each of the last three years. 15

Summary Compensation Table

~~Long-Term~~
(1)	Annual incentive payments under the AIP are paid in cash and based on target award levels established by the Compensation ~~------------------------------------- Annual Compensation~~Committee at the beginning of each annual performance period and vary depending upon each participant’s responsibilities and base salary. Awards Payouts -------------------------------------------------------------------------- Shares Nameunder the AIP are paid after the annual performance period and ~~Other Annual LTPSP Underlying LTPSP All Other Principal Salary Bonus Compensation Common~~vary from 0% to 200% of the targets based on actual performance. During 2001, 75% of the award value was based on our Company’s overall financial performance and 25% was based on the participant’s individual performance. During 2002 and 2003, 50% of the award value was based on our Company’s overall financial performance and 50% was based on the participant’s individual performance. Financial objectives underlying the measurement of our Company’s performance include both total asset growth and cash flow return on total investments. The amounts reported above for 2001, 2002 and 2003 were paid in the first quarter of 2002, 2003 and 2004, respectively.

The amounts reported above for 1999 and 2000 were paid in March 2000 and May 2001, respectively. The amounts reported above for 2001 were paid in March 2002. (2) Does not report perquisites amounting to less than the lesser of $50,000 or 10% of total salary and bonus. (3) Shares of common stock awarded under the LTPSP are issued upon completion of a three-year performance period after the date of grant. Prior to 1993, the Executive Compensation Program provided for annual awards of restricted stock that vested over a four-year period. Commencing in 1993, awards haveOption Grants Table has been ~~paid in shares of common stock and cash in amounts 16~~ that are not determinable until completion of a four-year award cycle. The aggregate number and market value (based on the $0.80 per share closing price of the shares on the New York Stock Exchange on December 31, 2001) of the restricted shares of common stock granted pursuant to the LTPSP prior to 1993 and held by the above executive officers at December 31, 2001, were as follows: Dennis E. Wheeler - 27,774 shares ($22,291.20) and Robert Martinez - 4,173 shares ($3,338.40). (4) Reports the number of shares underlying nonqualified options and incentive stock options granted under the LTIP with respect to each of the respective years. The options granted with respect to 1999 performance were granted in March 2000. Noomitted since no options were granted ~~with respect~~ to 2000 or 2001 performance. The options granted during 2001 were granted in December 2001 in connection with the option exchange program described below. (5) Reports cash payouts (not awards) under the LTPSP. Payments are made under the LTPSP after the end of the three-year performance period after award. The above reported payments relate to awards made in 1998 and are based on the performance period ending December 31, 2001. No long-term incentive plan awards have been made under the LTPSP with respect to services rendered in 2001. (6) Includes contributions to the Defined Contribution and 401(k) Retirement Plan (the "Retirement Plan") and amounts credited to our Supplemental Retirement Plan. All full-time employees participate in the Retirement Plan. The amount of our annual contribution is determined annually by the Board of Directors and may not exceed 15% of the participants' aggregate compensation. However, for the years 1999, 2000 and 2001, the contribution was 5%. In addition, the Retirement Plan provides for an Employee Savings Plan which allows each employee to contribute up to 16% of compensation, subject to a maximum contribution of $10,500. We contribute an amount equal to 50% of the first 6% of any such contributed amount. Accrued benefits under the Retirement Plan are fully vested after five years of employment. Retirement benefits under the Retirement Plan are based on a participant's investment fund account upon retirement, the participant's age and the form of benefit payment elected by the participant. We maintain the Supplemental Retirement Plan for our executive officers. Under the Supplemental Retirement Plan, an amount is accrued that equals the portion of the contribution to the Retirement Plan that is restricted due to restrictions under ERISA. In 2001, each of Messrs. Wheeler, Martinez, Krewedl, Duff and Burns were credited with company contributions of $13,600 under the Retirement Plan. In 2001, Messrs. Wheeler, Martinez, Krewedl, Duff and Burns were credited with $20,805, $11,191, $1,964, $803, and $3,040, respectively, pursuant to the Supplemental Retirement Plan. The amounts of all other compensation reported in the above table also include "above-market" interest earnings on deferred compensation that is accrued under our Supplemental Retirement Plan. "Above-market" interest earnings on deferred compensation is the excess of such interest over 120% of the applicable federal long-term interest rate, with compounding, as prescribed under the Internal Revenue Code. In 2001, the amounts of above-market interest earnings accrued for the benefit of Messrs. Wheeler, Martinez, Krewedl, Duff and Burns, amounted to $1,262.41, $100.67, $10.03, 19.27 and $17.04, respectively. As reported to shareholders in the proxy statement relating to last year's Annual Meeting of Shareholders, the following Option Grants Table sets forth, for each of the named executive 17 officers, information regarding individual grants of options granted under the LTIP in December 2001 and their potential realizable values. Information regarding individual option grants includes the number of options granted, the percentage of total grants to employees represented by each grant, the per-share exercise price and the expiration date. The potential realizable value of the options are based on assumed annual 0%, 5% and 10% rates of stock price appreciation over the term of the option. Also set forth is the amount of the increases in the value of all of our outstanding shares of common stock that would be realized in the event of such annual rates of stock price appreciation. All of the reported grants were made in connection with an option exchange program which was approved by the Board of Directors and its Compensation Committee on May 8, 2001, and was extended to the four persons employed by us that held fully-vested options that had been granted to them between 1992 and 1997. The options entitled the holders to purchase an aggregate of 268,861 shares at exercise prices ranging from $13.125 to $20.875 per share during the ten-year period following grant. Pursuant to the option exchange program, on May 15, 2001, the four persons were extended the right prior to June 15, 2001, to tender and have cancelled their options granted between 1992 and 1997 and have a new option granted in exchange therefore on December 17, 2001, (which is six months and one day after June 15, 2001). Each of the four persons exercised their right and new, fully-vested options exercisable for a ten-year period were granted to them on December 17, 2001, at an exercise price equal to $0.74 per share, which was the market value of the common stock on that date. ~~Option Grants Table~~

(1) The options include nonqualified and incentive stock options that were fully-vested upon the date of grant. (2) Based on options for a total of 268,861 shares granted to four persons, including the above three officers. (3) The exercise price is equal to the closing sale price of the common stock reported on the New York Stock Exchange on the date of grant of the option. (4) The potential realizable values shown in the columns are net of the option exercise price. These amounts assume annual compounded rates of stock price appreciation of 0%, 5%, and 10% from the date of grant to the option expiration date, a term of ten years. These rates have been set by the U.S. Securities and Exchange Commission and are not intended to forecast future appreciation, if any, of our common stock. Actual gains, if any, on stock option exercises are 18 dependent on several factors including the future performance of our common stock, overall stock market conditions, and the optionee's continued employment through the vesting period. The amounts reflected in this table may not actually be realized. (5) Total dollar gains based on assumed annual rates of appreciation shown and the 76,724,211 shares of common stock outstanding on June 30, 2002 [to be updated to July 30, 2002 in the definitive proxy statement]. Information in the above Options Grant Table relates to options granted during the year ended December 31, 2001. Information relating to options granted and to be granted during the year ended December 31, 2002, to the executive officers ~~named in the Summary Compensation Table will be set forth in the proxy statement relating to our Annual Meeting of Shareholders expected to be held in June~~during fiscal year 2003.

The following aggregate Option Exercises and Year-End Option Value Table sets forth, for each of the named executive officers, information regarding the number and value of unexercised options at December 31, ~~2001.~~2003. No options were exercised during ~~2001~~2003 by such persons. ~~Aggregate~~

Aggregated Option Exercises And 2003 Fiscal Year-End Option ~~Value Table~~ Values

(1)	Market value of underlying securities at exercise or year-end, minus the exercise price.

The following table sets forth information regarding long-term incentive awards made in 2003:

Long-Term Incentive Plan Awards in Fiscal Year 2003

Information in the ~~exercise price. No long-term incentive plan awards were made for services rendered in 2001 under the LTPSP. Therefore, no~~above Long-Term Incentive Plan Awards Table relates to restricted shares awarded during the year ended December 31, 2003. On March 11, 2003, the Company made awards of restricted shares of common stock to each of the named executive officers. The restricted shares shall vest to the extent of one-third of the award amount on each anniversary following the grant date of such shares subject to certain terms of the agreements related to each of the awards and the Long Term Incentive Plan under which the awards were made. Awards under the Long-Term Incentive Plan were based upon each executive’s level of responsibility and impact upon Company performance.

The following table sets forth information as of December 31, 2003, regarding the Company’s equity compensation plans.

Equity Compensation Plan Information

Compensation Committee Report

The following description of our executive compensation practices and policies is ~~set forth~~presented on behalf of the Compensation Committee of our Board of Directors. The present members of the Committee are Robert E. Mellor (Chairman), Cecil D. Andrus and John H. Robinson, each of whom is an independent director under New York Stock Exchange listing standards. The fundamental philosophy of our executive compensation program is to offer competitive compensation opportunities based on the Company’s performance and individual performance. Our Company and the Committee, at least annually, utilize the services of Hewitt Associates, a leading, independent executive compensation consulting firm, in ~~this proxy statement.~~connection with the implementation of the executive compensation program. In addition, the Committee also receives information from other mining company compensation studies.

Compensation of our executive officers is reviewed annually by the Committee, which is comprised entirely of outside directors. It is directly linked to our operating and financial performance, comparisons with other companies in the mining industry and is designed to align management’s interests with those of the shareholders. Total compensation opportunities available to management are competitive with those offered by other employers in the precious metals mining industry on a size-adjusted basis. Annual base salaries are targeted, in consideration of several factors including performance and levels of responsibility and experience, between the 50th and 75th percentile of that reported for other companies in the mining industry on a size-adjusted basis.

Annual incentive compensation awards under the AIP are based on target award levels, expressed as a percentage of base salaries, established at the beginning of each annual performance period for participating executives and vary (from 65% for the Chairman and CEO to lower amounts for other executives) depending upon the individual’s level of responsibility and impact on overall Company performance. Specific individual and group objectives, reflecting the executive’s responsibilities, are developed for each participating executive prior to the beginning of the year. Objectives for participants other than the Chairman and CEO are established for each participant by the CEO, and reviewed by the Compensation Committee. Individual objectives for the Chairman and CEO are established by the Committee and, for 2003, included objectives relating to our operations, management and growth. Accordingly, the Compensation Committee reviews the executive’s performance relative to the predetermined goals and reports to the Board of Directors. In addition, financial objectives are established for the Company based on growth of total assets and cash flow return on total investment. Actual awards paid after the end of each annual performance period vary from the target awards based on the actual versus targeted performance objectives. In 2003, 50% of the target award value was based on financial performance of the Company and 50% was based on the individual performance of the participant. Awards vary from zero percent to 200 percent of the target awards. The total annual incentive awards paid to our Chief Executive Officer and the other four highest paid executive officers employed at the end of 2003 were $971,355 compared to $543,679 in 2002, and $450,695 in 2001.

No new stock options were granted to any of our officers under the LTIP in 2003.

Awards made under our LTIP are based on established percentages of base salary and vest cumulatively at a rate of 33 1/3% per year. The options expire ten years after the date of grant. Option exercise prices are equal to the fair market value of the common stock on the date of grant. As of April 1, 2004, nonqualified stock options and incentive stock options to purchase a total of 1,452,505 shares of common stock at an average exercise price of $2.75 per share were outstanding. As of April 1, 2004, restricted shares equaling a total of 1,194,943 shares of common stock had been awarded to our executive officers. As mentioned above, the 2003 Long-Term Incentive Plan that was approved by our shareholders on May 20, 2003 replaced our prior Long-Term Incentive Plan and Long-Term Incentive Performance Share Plan. Pursuant to the 2003 Long-Term Incentive Plan, in addition to stock options and restricted shares, we may annually grant stock appreciation rights (“SARs”), performance shares, performance units, cash-based awards and stock-based awards to our executive officers. In 2003, other than the grant of restricted shares discussed above, we made no long-term incentive awards.

Payments made in February, 2004 under the AIP were based on 2003 performance. As stated above, 50% of an AIP award is based on the prior year’s growth of our total assets and cash flow return on investment and 50% is based on individual performance measured against predetermined individual or group objectives. With respect to the individual performance portion of the February, 2004 AIP award to our Chairman and CEO, the award was based on 2003 performance and reflected the following Company performance accomplishments in 2003:

Increase in market capitalization of the Company from $230 million at December 31, 2002 to $1.2 billion at December 31, 2003;

the $70 million, or 88%, reduction in our convertible indebtedness from $79.6 million at December 31, 2002 to $9.6 million at December 31, 2003, as a result of our debt restructuring program and conversions and redemptions of convertible notes, which increased shareholders’ equity and decreased future cash interest payments;

the production of approximately 14.2 million ounces of silver in 2003 and approximately 120,000 ounces of gold in 2003;

completion of first full year of production at the Cerro Bayo and Martha mines which demonstrated significant increases in production and continued low operating costs and successful continuation of exploration activities there;

the completion of an offering of 36.2 million common shares which raised $100.8 million of new capital, thereby allowing the Company to proceed with its growth initiatives at Kensington and San Bartolome;

the feasibility study progress made during the year at the Kensington and San Bartolome development projects;

the successful completion of the relocation of the crusher at Rochester on time and within budget;

the upgrade of our overall rating by Standard and Poor's during the third quarter of 2003; and

the filing with the Securities and Exchange Commission on December 11, 2003 of a universal shelf registration statement registering up to $150 million of securities. (On January 2004, that amount was increased by $30 million and we completed an offering of $180 million principal amount of 1.25% Convertible Senior Notes due 2024 pursuant to that registration statement).

It should be noted that the above discussion of Company performance accomplishments arises in the context of executive compensation relating to the year ending December 31, 2003, and, therefore, does not discuss Company performance accomplishments during the current year which ends on December 31, 2004.

Non-Qualified Supplemental Retirement and Deferred Compensation Plan

On December 6, 2002, our Board of Directors approved the termination of our Non-Qualified Supplemental Retirement and Deferred Compensation Plan ~~Pursuant~~pursuant to ~~our Supplemental Retirement Deferred Compensation Plan,~~which officers ~~may~~were entitled to defer up to 50% of their salary ~~as well as~~and 100% of the cash portion of awards under the AIP and ~~LTPSP. Amounts deferred accrue interest at a prime lending rate plus 1%, not to exceed 10%, and payout may be effected by a lump sum or~~LTPSP, effective December 31, 2002. The plan was terminated as an ~~annuity. Any portion~~employee cost reduction program. In accordance with the terms of the ~~incentive award may be deferred into Coeur d'Alene Mines' stock equivalents~~plan, the account balances accrued at the time of termination of the plan were distributed to plan participants. The following table sets forth the account balances of the officers named in the ~~Supplemental Retirement Deferred~~Summary Compensation ~~Plan~~Table and two other plan participants at December 31, 2002, which amounts were distributed to the participants during January and February 2003:

Director Compensation

Commencing in 2004 outside directors will receive an annual fee of $60,000, Committee Chairmen will receive an annual meeting fee of $5,000 and outside directors, except for ~~a minimum of five years and~~the Committee Chairman, will receive a ~~25% match on the amount deferred. 19~~ ~~Directors' Fees~~meeting fee of $1,500 for any committee meeting. During 2003, annual directors’ fees were $50,000 and committee members received no compensation for their service as committee members. Pursuant to our Non-Employee ~~Directors'~~Directors’ Stock Option Plan, outside directors must receive at least ~~$5,000~~$10,000 of their ~~$50,000~~ annual director fees in the form of stock options in lieu of ~~$5,000~~$10,000 of cash compensation and are able to elect to receive stock options in lieu of cash fees for up to the ~~$45,000~~$50,000 balance of their annual director fees. Information relating to options granted to outside directors in January, ~~2001,~~2003, was set forth in last ~~year's~~year’s proxy statement relating to the ~~2001~~2003 Annual Meeting of Shareholders. The following table sets forth information regarding options that were granted under the plan to non-employee directors on January ~~4, 2002: Amount~~6, 2004:

On March 16, 2004, the Board of Number Option Foregone of Shares Exercise Director's Subject to Price Per Name of Outside Director Fees Option* Share** - ------------------------ ---------- ---------- --------- Cecil D. Andrus..................... $5,000 11,627 $0.80 Joseph C. Bennett................... 5,000 11,627 0.80 James J. Curran..................... 25,000 58,139 0.80 James A. McClure.................... 5,000 11,627 0.80 Robert E. Mellor.................... 5,000 11,627 0.80 John H. Robinson.................... 10,000 23,255 0.80 Daniel Tellechea Salido............. 5,000 11,627 0.80 Xavier Garcia de Quevedo Topete..... 5,000 11,627 0.80 Timothy R. Winterer................. 10,000 23,255 0.80 ------- ------ Total.............. $70,000 174,411 ======= ======= - -------------------- * The number of shares is determined by dividing each outside director's foregone director's fee by the per-share value of an option using the Black-Scholes option valuation method. ** The option exercise price is equal to the average of the high and low prices of our common stock reported by the New York Stock Exchange on January 4, 2002, which was the date of grant. Committee members receive no compensation for their services as Committee members. Directors' Retirement Plan Pursuant toDirectors terminated the Directors' Retirement Plan, pursuant to which outside directors who ~~have~~had a minimum of five years of service ~~are~~were entitled to one year of retirement benefit for each year of service up to a maximum of ten years of retirement benefits. Each year's retirement benefit iswas equal to 40% of the outside director's annual compensation as a director at the time of retirement. In connection with the termination of the retirement plan, outside directors received cash payments equal to the net present value of their accrued benefits under the plan, as follows:

Change in Control Provisions

In the event of a change in control of Coeur d'Alene Mines Corporation, as defined below, all awards under the ~~Executive Compensation~~executive compensation Program fully vest as follows: o

all unvested stock options become fully exercisable; o

any unvested shares of restricted stock become fully vested so that the 20 contractual restrictions on the sale of such stock lapse on the change in control date; and o

cash or common stock payments of performance awards made under the program must be fully paid within 30 days following the date of the change in control.

A change in control of Coeur ~~d'Alene~~d’Alene Mines Corporation for purposes of the program is deemed to occur in the event of: o

an organization, group or person acquires beneficial ownership of our securities representing 35% or more of the combined voting power of our then outstanding securities; o

a majority of the members of our Board of Directors during any two-year period is replaced by directors who are not nominated and approved by the Board; o

a majority of the Board members is represented by, appointed by or affiliated with any organization, group or person whom the Board has determined is seeking to affect a change in control of the Company; or o

we are combined with or acquired by another company and the Board determines, either before or after such event, that a change in control will or has occurred.

Employment Agreements

We have an employment agreement with Dennis E. Wheeler, Chairman of the Board ~~President~~ and Chief Executive Officer, which provides for a three-year term of employment and which is automatically extended for one year on June 1 of each year unless terminated or modified by us by written notice. Mr. ~~Wheeler's~~Wheeler’s employment agreement, which calls for a base salary of $500,000 each year plus annual incentive compensation, includes the same change in control provisions as those included in the executive ~~severance~~change in control agreements described below, and in the event of his death, his employment agreement provides for the lump sum payment to his estate of an amount equal to his annual base salary at the time of his death.

We entered into an employment agreement on March 11, 2003 with Robert Martinez pursuant to which he was employed as President and Chief Operating Officer for a period commencing on May 31, 2003 and ending on May 31, 2005. His agreement calls for a base salary of $285,000 each year plus annual incentive compensation. Mr. Martinez’s employment agreement includes the same change of control provisions as those included in the executive change in control agreements described below.

We entered into an employment agreement on January 13, 2003, with James A. Sabala, pursuant to which he was employed as Executive Vice President and Chief Financial Officer for a two-year term commencing January 27, 2003, through January 27, 2005, in connection with the signing of which Mr. Sabala received $100,000. The agreement is renewed from day to day so that the Company and Employee are at all times bound to this agreement for a period of two years. His agreement calls for a base salary of $250,000 each year plus annual incentive compensation. Mr. Sabala’s employment agreement includes the same change of control provisions as those included in the executive change in control agreements described below.

We entered into an employment agreement on February 1, 2004, with Donald J. Birak, pursuant to which he was employed as Senior Vice President Exploration for a one-year term commencing February 1, 2004, through January 31, 2005. The agreement is renewed from day to day so that the Company and Employee are at all times bound to this agreement for a period of one year. His agreement calls for a base salary of $205,000 each year plus annual incentive compensation. Mr. Birak’s employment agreement includes the same change of control provisions as those included in the executive change in control agreements described below.

We entered into an employment agreement effective March 11, 2003 with Mitchell J. Krebs, pursuant to which he was employed as Vice President Corporate Development for a period commencing March 11, 2003 and ending May 31, 2005. His agreement calls for a base salary of $216,000 each year plus annual incentive compensation.

During ~~2001,~~2004, and continuing from year-to-year thereafter unless terminated by us by written notice, the executive ~~severance~~change in control agreements with ~~five~~a total of ten executive officers provide that certain benefits will be payable to the executives in the event of a change in control of us and the termination of the ~~executive's~~executive’s employment within two years after such change in control for any reason other than for cause, disability, death, normal retirement or early retirement. The term ~~"change~~“change in ~~control"~~control” for purposes of the executive ~~severance~~change in control agreements has the same meaning as that discussed above under ~~"Change~~“Change in Control Provisions."”

The benefits payable to an executive in the event of a change in control and such termination of employment are: o

the continued payment of the ~~executive's~~executive’s full base salary at the rate in effect immediately prior to his or her termination of employment, as well as the 21 short-term and long-term bonuses at 100% of the target levels provided at the time of such termination under the AIP and LTPSP for the two years following such termination of employment; o

the continued payment by us during that period of all medical, dental and long-term disability benefits under programs in which the executive was entitled to participate immediately prior to termination of employment; o

acceleration of the exercisability and vesting of all outstanding stock options, restricted stock, performance plan awards and performance shares granted by us to the executive under the ~~Executive Compensation Program;~~executive compensation program; and o

the granting to the executive of continued credit through the two-year period following termination of employment for purposes of determining the ~~executive's~~executive’s retirement benefits under our Defined Contribution and 401(k) Retirement Plan. ~~Each~~

With the exception of Mr. Wheeler, each executive ~~severance~~change in control agreement provides that if the ~~severance payments~~change in control payment provided thereunder would constitute a ~~"parachute~~“parachute payment,"” as defined in Section 280G of the Internal Revenue Code, the payment will be reduced to the largest amount that would result in no portion being subject to the excise tax imposed by, or the disallowance of a deduction under, certain provisions of the Code. Accordingly, the present value of such payment will generally be required to be less than three times ~~the executive's~~these executives’ average annual taxable compensation during the five-year period preceding the change in control. The change in control agreement concerning Mr. Wheeler provides that for any change in control payment provided thereunder that constitutes an “excess parachute payment,” the Company will pay Mr. Wheeler an additional amount in cash such that the net amount retained by Mr. Wheeler after the deduction of all applicable taxes will be equal to the initial change in control payment.

PROPOSAL NO. 2

INCREASE IN AUTHORIZED COMMON STOCK

Our Board of Directors has unanimously adopted a resolution approving, declaring advisable and recommending to shareholders for their approval an amendment to Article II of our Restated and Amended Articles of Incorporation increasing the total number of shares of our authorized common stock from ~~125~~250 million shares to ~~250~~500 million shares. As more fully discussed below, very few authorized, unreserved shares remain available for future issuance, and the Board of Directors desires to increase the total number of authorized shares to pursue general corporate purposes.

The form of the proposed amendment to our Restated and Amended Articles of Incorporation is attached as Appendix A to this proxy statement. In order to become effective, the proposed amendment must be approved by the holders of a majority of the shares of common stock that are present or represented by proxy at the meeting. The proposed amendment will become effective upon the filing of the amendment with the Idaho Secretary of State, which we plan to do promptly after the Annual Meeting. 22 Currently Authorized Common Stock Of the 125 million currently authorized shares of our common stock, 79,030,849 shares were outstanding and 1,059,211 shares were held as treasury stock at June 30, 2002 [to be updated to July 30, 2002 in the definitive proxy statement]. In addition, as of that date, a total of 39,171,405 shares of common stock had been reserved for possible issuance in the future for the following purposes: o 18,757,407 shares were reserved for issuance upon the conversion of our $25.3 million principal amount of outstanding Series I 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 ("Series I 13 3/8% Senior Notes"); o 15,910,370 shares were reserved for issuance upon the conversion of our $21.5 million principal amount of outstanding Series II 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 ("Series II 13 3/8% Senior Notes"); o 2,540,047 shares were reserved for issuance upon the conversion of our $65.5 million principal amount of outstanding 6 3/8% Convertible Subordinated Debentures due January 31, 2004 ("6 3/8% Debentures"); o 824,871 shares were reserved for issuance upon the conversion of our $14.4 million principal amount of outstanding 7 1/4% Convertible Subordinated Debentures due October 31, 2005 ("7 1/4% Debentures"); o 816,291 shares were reserved for issuance under our Executive Compensation Program; o 322,419 shares were reserved for issuance under our Non-Employee Directors' Stock Option Plan; and In view of the fact that a total of 119,261,465 shares of our common stock are either outstanding, held as treasury stock or reserved for future issuance as described above, there remains only 5,738,535 shares of unissued, unreserved shares available for future issuance.

Our Board of Directors ~~strongly~~ recommends approval of the proposed amendment so that it will be able to have sufficient authorized but unissued and unreserved shares to permit the pursuit and effectuation of corporate transactions ~~and for general corporate purposes~~ requiring the issuance of common stock. Those transactions include: o

the issuance of common stock in connection with the growth and expansion of our business, including ~~the~~ acquisition of mining properties or other companies engaged in the mining business; 23 o

the issuance of common stock or securities convertible into common stock in connection with ~~exchanges for convertible indebtedness and with~~ financing and recapitalization transactions; o

the ~~issuance~~future authorization of ~~common stock in lieu of cash to pay the required interest on our Series I and Series II 13 3/8% Senior Notes; o the issuance of~~additional shares of common stock for issuance under our ~~Executive Compensation Program~~executive compensation program and Non-Employee ~~Directors'~~Directors’ Stock Option Plan; and o

the issuance of common stock in connection with other corporate transactions that implement proper business purposes determined by the Board of Directors to be in the best interests of our Company and its shareholders.

As explained below, only [3,227,837] shares of unissued, unreserved common stock remain available for future issuance.

We currently have no agreements, understandings or definitive plans to issue additional shares of common stock over and above the number of our presently authorized shares. However, the Board of Directors believes that additional authorized shares should be available in the future in order to permit us to pursue the various transactions described above and to provide for our growth and financial stability. Many of the above transactions arise under circumstances requiring prompt action and do not allow the necessary time to seek shareholder approval to authorize additional shares. The Board of Directors believes that it is very important for it to have the flexibility to be able to act promptly in the best interests of our Company and its shareholders when circumstances such as those described above arise. ~~On August 1, 2001, we issued a total of approximately $42.6~~

Of the 250 million principal amount of our Series I 13 3/8% Notes in connection with an exchange offer by us in which we offered the Series I 13 3/8% Notes to holders of our outstanding 6% Debentures, 6 3/8% Debentures, and 7 1/4% Debentures. On May 31, 2002, we privately issued an additional $21.5 million principal amount of Series II 13 3/8% Notes due December 31, 2003, for $16.0 million in proceeds. Interest on the Series I and Series II 13 3/8% Notes is payable in cash, common stock or a combination of cash and common stock, at our option, at a rate of 13 3/8% per year, payable on June 30 and December 31 of each year. If we elect to pay interest in common stock, the shares of common stock will be valued at 90% of the average of the closing sale prices of our common stock for the five trading days immediately preceding the second trading day prior to the interest payment date. A total of approximately 3.4 million shares of common stock were issued by us in payment for the semi-annual interest payable on December 31, 2001, to the holders of the then outstanding Series I 13 3/8% Notes. Furthermore, a total of approximately 1.1 million shares of common stock were issued by us in payment for the semi-annual interest payable on June 30, 2002, to the holders of the then outstanding Series I and Series II 13 3/8% Notes. Based on the amount of Series I and Series I13 3/8% Notes outstanding on June 30, 2002, each semi-annual interest payment amounts to $3.2 million. On June 28, 2002, the closing sale price of our common stock on the New York Stock Exchange was $1.69 per share. Assuming that the average of the closing sale prices of our common stock for the five trading days immediately preceding the second trading day prior to the next interest payment date on December 31, 2002, is $1.70 per share, and further assuming that we elect to pay that interest payment on the Series I and Series II 13 3/8% Notes due in 24 common stock rather than cash, the shares would be valued at 90% of that amount, or $1.53 per share. The interest payment payable on December 31, 2002, would then require the issuance of a total of approximately 2.1 million shares of our common stock. In addition to that interest payment, additional semi-annual interest payments on the 13 3/8% Senior Notes will be required on June 30, 2003, and December 31, 2003. It should be noted that we may elect to automatically convert the Series I and Series II 13 3/8% Notes prior to August 1, 2003, if the closing sale price of our common stock exceeds $2.70 (i.e., 200% of the $1.35 conversion price) for at least 20 trading days during a 30-day trading day period ending within five trading days prior to the notice of automatic conversion. In the event of such an automatic conversion, or if holders elect to convert their notes prior to any notice of automatic conversion, we will be obligated to make a payment to holders in cash or, at our option, in common stock, equal to two years worth of interest on the converted notes, less any interest actually paid prior to the conversion. If paid in common stock, the shares would be valued at 90% of the average of the closing sale prices of our common stock for the five trading days immediately preceding the second trading day prior to the conversion date. In the case of voluntary conversions by holders, the minimum share value will be $1.35. An increase to ourcurrently authorized but unissued and unreserved shares is necessary to accommodate future interest payments in common stock in lieu of cash and to the making of the above-described payments in the event of automatic or voluntary conversions of the Series I and Series II 13 3/8% Notes prior to August 1, 2003. Reference is made to Proposals Nos. 3 and 4 below in which we are seeking shareholder approval for the reservation of a total of 1,500,000 shares of our common stock, 213,090,918 shares were outstanding and 1,059,211 shares were held as treasury stock at April 1, 2004. In addition, as of that date, a total of 32,622,034 shares of common stock had been reserved for possible issuance in the future for the following purposes:

23,684,250 shares were reserved for issuance upon the conversion of our $180 million principal amount of outstanding 1.25% Convertible Senior Notes due 2024;

6,354,331 shares were reserved for the issuance of awards to participants under the 2003 Long-Term Incentive Plan;

1,452,505 shares were reserved for issuance under our ~~Executive Compensation Program~~executive compensation program; and

1,130,948 shares were reserved for issuance under our Non-Employee Directors' Stock Option Plan.

In view of the fact that a total of 246,772,163 shares of our common stock are either outstanding, held as treasury stock or reserved for future issuance as described above, there remains only [3,227,837] shares of unissued, unreserved shares available for future issuance.

The additional shares of common stock sought by the proposed amendment would be available for future issuance without future action by shareholders, unless such action would be required by applicable law or the rules of the New York Stock Exchange. Generally, New York Stock Exchange rules require shareholder approval of proposed issuances of additional shares that would result in an increase of 20% or more in the total number of shares of common stock outstanding before any such proposed issuance, subject to exemptions for certain public and private offerings for cash and an exception where the delay in securing shareholder approval would seriously jeopardize our financial viability and where our reliance on such exception is expressly approved by the Audit Committee of our Board of Directors. Shareholder approval also is required under New York Stock Exchange rules prior to an issuance of common stock that would result in a change of control of our Company. Furthermore, New York Stock Exchange rules require shareholder approval under certain circumstances with respect to certain stock option or purchase plans and with respect to proposed issuances of common stock, or of securities convertible into or exercisable for common stock, to directors, officers or substantial shareholders of the Company or their affiliates. 25

The holders of our common stock are entitled to one vote for each share held of record on each matter submitted to a vote of shareholders. Shareholders may not accumulate their votes in elections of directors. Subject to preferences that may be applicable to any shares of preferred stock outstanding at the time, holders of common stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefore, and, in the event of our liquidation, dissolution or winding up, are entitled to share ratably in all assets remaining after the payment of liabilities. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other security. The outstanding shares of common stock are fully-paid and non-assessable. We presently do not anticipate the issuance of preferred stock in the future and are not proposing to increase the number of our authorized shares of preferred stock, of which 10 million shares are authorized and none are outstanding.

Although the Board of ~~Directors'~~Directors’ purpose for seeking an increase in the number of authorized shares of our common stock is not intended for anti-takeover purposes, it should be noted that authorized but unissued shares of common stock, if issued, could be used by incumbent management to make more difficult and thereby discourage an attempt to acquire control of us even though our shareholders might deem such an acquisition desirable. For example, the shares could be privately placed with purchasers who might support the Board of Directors in opposing a hostile take-over bid. The issuance of the new shares could also be used to dilute the stock ownership and voting power of a third party seeking to remove directors, replace incumbent directors, accomplish certain business transactions or alter or amend provisions of our Restated and Amended Articles of Incorporation. To the extent that it would impede any such attempts, the issuance of additional shares of common stock following effectiveness of the proposed amendment to our Restated and Amended Articles of Incorporation could potentially serve to perpetuate the existing management. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED AMENDMENT TO OUR RESTATED AND AMENDED ARTICLES OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 125 MILLION SHARES TO 250 MILLION SHARES. PROPOSAL NO. 3 PROPOSE AMENDMENT OF OUR EXECUTIVE COMPENSATION PROGRAM AUTHORIZING THE RESERVATION OF AN ADDITIONAL 1,000,000 SHARES OF COMMON STOCK FOR ISSUANCE UNDER THE PROGRAM. During the seven-year period from 1995 through 2001, shareholders authorized the reservation of a total of 1,500,000 shares of our common stock for issuance under our Executive Compensation Program. As of July 30, 2002, 689,438 shares of common stock are issuable upon the exercise of outstanding options and rights and $1.58 was the weighted average exercise price of such outstanding options and rights. 26 On March 19, 2002, stock options for a total of 259,610 shares were granted to 13 officers with an exercise price of $1.23 per share under the Executive Compensation Program. As a result of an option exchange program approved by the Board of Directors on March 19, 2002, in connection with which options held by eight of our officers and employees for an aggregate of 116,677 shares of common stock and exercisable at exercise prices ranging from $4.8125 to $6.11 per share, were cancelled on March 31, 2002. We plan to grant new options for an aggregate of 116,677 shares on October 2, 2002, (which is six months and one day after the cancellation of such options) to such persons at an exercise price equal to the closing sale price of the common stock on the New York Stock Exchange on the October 2, 2002. Following the issuance of such new options, 699,614 shares will remain available for issuance under the Executive Compensation Program. Our Board of Directors has approved a resolution amending the program to authorize, subject to shareholder approval at the Annual Meeting, an additional 1,000,000 shares of common stock for issuance under the program (either directly or upon the exercise of options to be granted under the program). The 1,000,000 amount of shares called for by the proposed amendment reflects our estimate of the maximum amount of shares, which will depend on the market value of the common stock at the time of the award or grant, that we anticipate may be called for in connection with awards and option grants under the Execution Compensation Program during the next two years. As more fully explained under the caption "Compensation and Related Matters" above, the three component plans that constitute the Executive Compensation Program are the Annual Incentive Plan, the Long-Term Incentive Plan and the Long-Term Performance Share Plan. The Annual Incentive Plan provides for annual cash incentive compensation awards, 50% of which are based on the financial performance of our Company and 50% of which is based on the individual officer's performance. Of each long-term incentive granted under the Executive Compensation Program, 25% consists of incentive or non-qualified stock options granted under the Long-Term Incentive Plan, and 75% consists of performance shares granted under the Long-Term Performance Share Plan. The Long-Term Incentive Plan provides for the grant of incentive and non-qualified stock options that are based on a percent of base salary and vest cumulatively at a rate of 25% per year. The Long-Term Performance Share Plan provides for the issuance of performance share awards (60% of which are payable in shares of common stock and 40% of which are payable in cash after the performance period that has been four years for past awards and will be three years for future awards) and are based on long-term shareholder value enhancement relative to industry competitors over the performance period. All long-term incentive awards granted under the Long-Term Incentive Plan and Long-Term Performance Share Plan directly relate to the performance of the Company. The tables set forth above under the caption "Compensation and Related Matters" set forth data relating to the awards made under our Executive Compensation Program for performance in 2001. Reference is made to those tables, to the related description of the program and to the discussion of the option exchange program in 2002 set forth above and the option exchange program in 2001 set forth in the above Compensation Committee Report. 27

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED AMENDMENT OF OUR ~~EXECUTIVE COMPENSATION PROGRAM~~RESTATED AND AMENDED ARTICLES OF INCORPORATION AUTHORIZING AN INCREASE IN THE ~~RESERVATION~~NUMBER OF ~~AN ADDITIONAL 1,000,000~~AUTHORIZED SHARES OF COMMON STOCK FOR ISSUANCE UNDER THE PROGRAM. PROPOSAL NO. 4 PROPOSED AMENDMENT OF OUR NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AUTHORIZING THE RESERVATION OF AN ADDITIONAL 500,000FROM 250 MILLION TO 500 MILLION SHARES ~~OF COMMON STOCK FOR ISSUANCE UNDER OPTIONS TO BE GRANTED UNDER THE PLAN. At~~

INDEPENDENT ACCOUNTANTS

On July 22, 2002, we advised the firm of Arthur Andersen LLP (“AA”) that it would no longer serve as our ~~Annual Meeting~~independent accounting firm. AA had served in ~~1995, shareholders~~that capacity since October 1999. Our determination reflected the fact that on June 15, 2002, the Securities and Exchange Commission announced that AA had informed the Commission that it will cease practicing before the Commission by August 31, 2002.

On July 22, 2002, we engaged the independent accounting firm of KPMG LLP to serve as our auditing firm. The decision to engage KPMG LLP was approved ~~our Non-Employee Directors' Stock Option Plan and authorized 200,000 shares~~by the Audit Committee of our common stock for issuance upon the exercise of options granted under the plan. At last year's annual meeting, shareholders approved the reservation of an additional 500,000 shares for issuance under the plan. Under the plan, which is administered by our Board of Directors ~~each outside director must receive at least $5,000~~and the full Board.

During the years ended December 31, 2002 and 2003, there were no disagreements between the Company and AA or KPMG LLP on any matters of ~~his $50,000 annual director fee in the form of stock options in lieu of $5,000 of cash compensation. Each director also is able to elect to receive a stock option in lieu of cash fee for up~~accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the ~~$45,000 balance~~satisfaction of ~~his annual director fee. As~~AA or KPMG LLP, would have been referred to in their reports. KPMG LLP’s reports on the Company’s financial statements for the years ended December 31, 2002 and 2003, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

The selection of KPMG LLP as our independent accountants was approved by the ~~date~~Audit Committee of ~~this proxy statement, 322,419 shares remain available for issuance under~~ the ~~plan. Our~~ Board of Directors, ~~has approved~~which is composed of independent directors, and in view of the fact there is no requirement that shareholders ratification be sought. We expect a ~~resolution authorizing, subject to shareholder approval~~representative of KPMG LLP will be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions concerning our financial statements.

Audit and Non-Audit Fees

The following sets forth information relating to fees billed or incurred by the Company for professional services rendered to the Company for the each of the past two years:

Audit Committee Policies and Procedures For Pre-Approval of Independent Auditor Services

The following describes the Audit Committee’s policies and procedures regarding pre-approval of the engagement of the Company’s independent auditor to perform audit as well as permissible non-audit services for the Company.

For audit services, the independent auditor will provide the Committee with an ~~additional 500,000 shares for issuance upon~~engagement letter during the ~~exercise~~January-March quarter of ~~options~~each year outlining the scope of the audit services proposed to be ~~granted under~~performed in connection with the ~~plan. The 500,000 amount~~audit of ~~shares called for~~the current fiscal year. If agreed to by the ~~proposed amendment reflects our estimate~~Committee, the engagement letter will be formally accepted by the Committee at either its March or June Audit Committee meeting. The independent auditor will submit to the Committee for approval an audit services fee proposal after acceptance of the engagement letter.

For non-audit services, Company management will submit to the Committee for approval (during June or September of each fiscal year) the list of non-audit services that it recommends the Committee engage the independent auditor to provide for the fiscal year. Such list of services must be detailed as to the ~~maximum amount of shares, which~~particular service and may not call for broad categorical approvals. Company management and the independent auditor will ~~depend~~each confirm to the Committee that each non-audit service on the ~~market value~~list is permissible under all applicable legal requirements. In addition to the list of planned non-audit services, a budget estimating non-audit service spending for the fiscal year may be provided. The Committee will consider for approval both the list of permissible non-audit services and the budget for such services. The Committee will be informed routinely as the non-audit services actually provided by the independent auditor pursuant to this pre-approval process.

To ensure prompt handling of unexpected matters, the Committee delegates to its Chairperson the authority to approve the auditor’s engagement for non-audit services with fees of up to $50,000, and to amend or modify the list of approved permissible non-audit services and fees of up to $50,000. The Chairperson will report any action taken pursuant to this delegation to the Committee at its next Committee meeting.

The independent auditor must ensure that all audit and non-audit services provided to the Company have been approved by the Committee. The Chief Financial Officer of the ~~common stock~~Company will be responsible for tracking all independent auditor fees against the budget for such services and report at the time of the award or grant, that we anticipate may be called for to underlie options to be granted to non-employee directors during the next two to three years. A description of our Non-Employee Directors' Stock Option Plan is set forth above under the sub-caption "Directors' Fees" that appears under the caption "Compensation and Related Matters." Options are automatically granted under the plan on the third business day of January of each year to each non-employee director. The value of the option is determined by an independent consultant applying the Black-Scholes option valuation method designed to value a right to acquire our shares of common stock at an exercise price equalleast annually to the fair market value of our shares on the date of grant. The option is exercisable at any time beginning six months from the date of grant and ending ten years from the date of grant. Data regarding the options that were granted under the Non-Employee Directors' Stock Option Plan to non-employee directors on January 4, 2002 is set forth above under "Compensation and Related Matters - Directors' Fees." THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED AMENDMENT TO THE NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AUTHORIZING THE RESERVATION OF AN ADDITIONAL 500,000 SHARES OF COMMON STOCK FOR ISSUANCE UNDER OPTIONS TO BE GRANTED UNDER THE PLAN. 28 Audit Committee.

AUDIT COMMITTEE REPORT

The Audit Committee of our Board of Directors, which currently consists of James J. Curran, James A. McClure and ~~Timothy R. Winterer,~~J. Kenneth Thompson, is governed by its charter. All the members of the Audit Committee are ~~"independent"~~“independent” as defined in the rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. The Board of Directors has determined that James J. Curran, Chairman of the Audit Committee, is an “audit committee financial expert” within the meaning of rules adopted by the Securities and Exchange ~~which means~~Commission.

In March 2003, the Audit Committee revised its charter to reflect certain provisions included in the Sarbanes-Oxley Act that ~~they have no relationship~~was enacted in July 2002 as well as certain rules adopted by the SEC thereunder, as well as certain listing standards approved by the Board of Governors of the New York Stock Exchange. A copy of the charter was attached to the ~~Company that may interfere with the exercise~~proxy statement, dated April 21, 2003 relating to last year’s annual meeting of ~~their independence from our management.~~shareholders held on May 20, 2003.

The Audit Committee reviewed and discussed our audited financial statements for the year ended December 31, ~~2001~~2003, with management and our independent auditing firm, ~~Arthur Anderson~~KPMG LLP. In that connection, the Audit Committee discussed with ~~Arthur Andersen~~KPMG LLP the matters required to be discussed by Statement of Accounting Standards No. 61. SAS 61 requires an auditor to communicate certain matters relating to the conduct of an audit to the Audit Committee including: o

methods used to account for significant unusual transactions; o

the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; o

the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor's conclusions regarding the reasonableness of those estimates; o

any disagreements with management regarding the application of accounting principles, the basis for ~~management's~~management’s accounting estimates, the disclosures in the financial statements and the wording of the ~~auditor's~~auditor’s report; o

the auditor's judgments about the quality, and not just the acceptability, of our accounting principles as applied in its financial reporting; and o

the consistency of application of the accounting principles and underlying estimates and the clarity, consistency and completeness of the accounting information contained in the financial statements, including items that have a significant impact on the representational faithfulness, verifiability and neutrality of the accounting information. ~~Arthur Andersen LLP reported to the Audit Committee that: o~~

there were no disagreements with management, o

it was not aware of any consultations about significant matters that management discussed with other auditors, o

no major issues were discussed with management prior to its retention, o

it received full cooperation and complete access to our books and records, 29 o

there was no fraud or likely illegal acts, o

there were no significant internal control deficiencies, and o

there were no known probable material misstatements in our interim reports.

In addition, the Audit Committee received from ~~Arthur Andersen~~KPMG LLP the written disclosures and the letter required by Independence Standards Board Statement No. 1 and discussed ~~Arthur Andersen's~~KPMG LLP’s independence with ~~Arthur Andersen.~~KPMG LLP. Pursuant to ISB 1, ~~Arthur Andersen: o~~ KPMG LLP:

disclosed to the Audit Committee all relationships between ~~Arthur Andersen~~KPMG LLP and its related entities that in ~~Arthur Andersen's~~KPMG LLP’s professional judgment may reasonably be thought to bear on independence, and o

confirmed in the letter that, in its professional judgment, it is independent of the Company.

Based on the above-referenced review and discussions, the Audit Committee recommended to the Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the year ending December 31, 2003, for filing with the Securities and Exchange Commission. Reference is made to the Audit ~~Committee's~~Committee’s charter for additional information as to the responsibilities and activities of the Audit Committee. Copies of this charter are available upon request to our Secretary. Audit Committee of the Board Directors James J. Curran, Chairman James A. McClure Timothy R. Winterer Audit and Non-Audit Fees The total fee billed for professional services rendered by Arthur Andersen LLP for the audit of our financial statements for the year ended December

31 2001, and the reviews of the Company's financial statements included in its Quarterly Reports on Form 10-Q during 2001 was approximately $157,522. In addition, Arthur Andersen LLP received approximately $243,533 of fees for all other non-audit services rendered by Arthur Anderson LLP during 2001. The Audit Committee has considered whether Arthur Andersen's provision of the non-audit services to the Company is compatible with maintaining Arthur Andersen's independence. INDEPENDENT ACCOUNTANTS On July 22, 2002, we advised the firm of Arthur Andersen LLP ("AA") that it would no longer serve as our independent accounting firm. AA had served in that capacity since October 1999. Our determination reflected the fact that on June 15, 2002, the Securities and Exchange 30 Commission announced that AA had informed the Commission that it will cease practicing before the Commission by August 31, 2002. On July 22, 2002, we engaged the independent accounting firm of KPMG LLP ("KPMG") to serve as our new auditing firm. The decision to engage KPMG was approved by the Audit Committee of our Board of Directors and the full Board. Shareholders are not being asked to ratify the selection by the Board of Directors and its Audit Committee of KPMG as our independent accountants for the current year because there is no requirement that such ratification be sought. We expect a representative of KPMG will be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions concerning our financial statements.

STOCK PERFORMANCE CHART
COMPARISON OF 5 ~~1/2YEAR~~YEAR CUMULATIVE TOTAL RETURN*
AMONG COEUR ~~D'ALENE~~D’ALENE MINES CORPORATION,
S&P 500 INDEX AND PEER GROUP INDEX

The following chart compares our cumulative total shareholder return for the five years ended December 31, ~~2001,~~2003, and ~~six~~for the two months ended ~~June 30, 2002,~~February 29, 2004, with (i) the S&P 500 Index, which is a performance indicator of the overall stock market, and (ii) a peer group determined by us. 31 ~~[OBJECT~~

Comparison of Five-Year Cumulative Total Return Coeur d’Alene Mines Corporation, S&P 500, and Coeur d’Alene Mines Comparator Group.

[GRAPH OMITTED]

Assumes $100 invested on January 1, ~~1996,~~1998, in our common stock, S&P 500 Index and the peer group index. - --------------- * Total return assumes reinvestment of dividends. ** The issuers of common stock included in the peer group are Apex Silver Mines Ltd., Bema Gold Corp., Cambior Inc., Echo Bay Mines Corp., First Silver Reserve, Inc., Glamis Gold Ltd., Hecla Mining Co., Homestake Mining Co., Kinross Gold Corp., Meridian Gold, Inc., Pan American Silver Corporation, TVX Gold, Inc. and Viceroy Resources Corp.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 as amended, requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. Initial Statements of Beneficial Ownership of Securities on Form 3 are required to be filed within ten days after the date on which the person became a reporting person. Statements of Changes of Beneficial Ownership of Securities on Form 4 are required to be filed ~~by the tenth day~~within two business days of ~~the month following the month during which the~~a change in beneficial ownership of ~~securities occurred. We believe that all reports~~securities. Based on a review of ~~securities ownership~~Forms 3 and ~~changes in such ownership required to be~~4 filed during ~~2001 were~~2003, no reporting persons failed to timely ~~filed. 32~~ file such reports.

YEAR ~~2003~~2005 SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the ~~2003~~2005 Annual Meeting must be received by our Secretary, 400 Coeur ~~d'Alene~~d’Alene Mines Building, Post Office Box I, Coeur ~~d'Alene,~~d’Alene, Idaho 83814 no later than ~~January 1, 2003,~~December 15, 2004, (i.e., approximately 120 days prior to April ~~30, 2003,~~15, 2005, which is the presently expected date of mailing of the proxy statement relating to next ~~year's~~year’s annual meeting), in order for them to be considered for inclusion in the ~~2003~~2005 Proxy Statement. A shareholder desiring to submit a proposal to be voted on at next ~~year's~~year’s Annual Meeting, but not desiring to have such proposal included in next ~~year's~~year’s proxy statement relating to that meeting, should submit such proposal to us by ~~February 14, 2003,~~March 1, 2005, (i.e., at least 45 days prior to April ~~30, 2003,~~15, 2005, which is the presently expected date of the mailing of the proxy statement relating to next ~~year's~~year’s annual meeting). Failure to comply with that advance notice requirement will permit management to use its discretionary voting authority if and when the proposal is raised at the Annual Meeting without having had a discussion of the proposal in the proxy statement.

OTHER MATTERS

Management is not aware of any other matters to be considered at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the enclosed proxy will vote the Proxy in accordance with their discretion. ~~Our 2001~~

This proxy statement is accompanied by our 2003 Annual Report to Shareholders, which includes financial statements for the year ended December 31, ~~2001, was mailed on April 30, 2002, to shareholders of record on April 18, 2002. For those shareholders who became shareholders of record subsequent to April 18, 2002,~~2003. Such financial statements are incorporated by reference in this proxy ~~statement is accompanied by a copy of that report.~~statement. The Annual Report is not otherwise to be regarded as part of the proxy solicitation materials.

ARTICLES OF AMENDMENT
TO THE RESTATED AND
AMENDED ARTICLES OF INCORPORATION
OF COEUR ~~D'ALENE~~D’ALENE MINES CORPORATION

Pursuant to Title 30, Chapter 1, Idaho Code, the undersigned corporation amends its articles of incorporation as follows: 1. The name of the corporation is: "Coeur d'Alene Mines Corporation." 2. The text of the amendment is as follows: Article II is amended by replacing paragraph (a) of Article II with the following: (a) The corporation is authorized to issue two classes of shares of capital stock to be designated, respectively, "common stock" and "preferred stock". The total number of such shares which the corporation shall have the authority to issue shall be 270 million. The total number of shares of common stock authorized to be issued shall be 250 million shares, $1.00 par value per share, and the total number of shares of preferred stock authorized to be issued shall be 20 million, $1.00 par value per share. 3. The date of adoption of the amendment(s) was: September 17, 2002. 4. Manner of adoption: [ ] The amendment consists exclusively of matters which do not require shareholder action pursuant to section 30-1-1002, Idaho Code, and was, therefore, adopted by the board of directors. [ ] None of the corporation's shares have been issued and was, therefore, adopted by the incorporator board of directors. [X] The number of shares outstanding and entitled to vote was ------------------------------------------------ The number of shares cast for and against each amendment was: Amended article Shares for Shares against --------------- ---------- --------------

Signed: ~~------------------------------------------------------------~~ ___________________________________

Name: Dennis E. Wheeler ~~------------------------------------------------------------~~

Capacity: Chairman of the Board ~~President~~ and Chief Executive Officer ~~------------------------------------------------------------~~

COEUR D'ALENE MINES CORPORATION 400 Coeur d'Alene Mines Building, 505 Front Avenue, P.O. Box I Coeur d'Alene, Idaho 83814 COMMON STOCK PROXY This proxy is solicited by the Board of Directors for the ANNUAL MEETING OF SHAREHOLDERS on September 17, 2002, 9:30 A.M., local time The undersigned appoints Dennis E. Wheeler or, in his absence, Geoffrey A. Burns, proxy of the undersigned, with full power of substitution, to vote all shares of Coeur d'Alene Mines Corporation common stock the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held September 17, 2002,

COEUR D’ALENE MINES CORPORATION

400 Coeur d’Alene Mines Building, 505 Front Avenue, P.O. Box I
Coeur d’Alene, Idaho 83814

COMMON STOCK PROXY

This proxy is solicited by the Board of Directors for the
ANNUAL MEETING OF SHAREHOLDERS on May 20, 2004, 9:30 A.M., local time

The undersigned appoints Dennis E. Wheeler or, in his absence, James A. Sabala, proxy of the undersigned, with full power of substitution, to vote all shares of Coeur d’Alene Mines Corporation common stock the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Thursday, May 20, 2004, or at any adjournment thereof, with all powers the undersigned would have if personally present. The shares will be voted as directed, and with respect to other matters of business properly before the meeting as the Proxies shall decide. If no direction is provided is made, this Proxy will be voted FOR Proposals 1 and 2.

Address Change/Comments (Mark the corresponding box on the reverse side)

The Shares will be voted as directed, and with respect to other matters of business properly before the meeting as the	\| \| Please mark
Proxies shall decide. If no direction is provided is made, this Proxy will be voted FOR Proposals 1, 2, 3, 4 and 5. - ----------------------------------------------------------------------------------------------------------------------------------- The Shares will be voted as directed, and with respect to other matters of [X] Please mark business properly before the meeting as the Proxies shall decide. If no Your votes like direction is provided, this Proxy will be voted FOR Proposals 1 ~~through 5. this in blue or black ink.~~ and 2.	here for address
The Board of Directors recommends voting FOR the following proposals: ~~- ----------------------------------------------------- ----------------------------------------------------------------------~~	change or comments.
	See reverse side

1. ELECTION OF DIRECTORS		2. PROPOSAL REGARDING AMENDMENT TO ~~FOR AGAINST ABSTAIN~~ RESTATED AND AMENDED ARTICLES OF INCORPORATION ~~FOR all nominees listed WITHHOLD AUTHORITY~~ AUTHORIZING INCREASE IN NUMBER OF SHARES ~~[ ] [ ] [ ]~~OF COMMON STOCK TO 500 MILLION SHARES.	FOR \|_\|	AGAINST \|_\|	ABSTAIN \|_\|
FOR all nominees listed below ~~(except as marked~~	WITHHOLD AUTHORITY To vote for all ~~OF COMMON STOCK~~nominees listed below \|_\|	3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO ~~250 MILLION.~~VOTE UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.	FOR \|_\|	AGAINST \|_\|	ABSTAIN \|_\|
(except as marked to the contrary below) nominees listed below [ ] [ ] 3. PROPOSAL REGARDING INCREASE IN FOR AGAINST ABSTAIN AUTHORIZED SHARES OF COMMON STOCK UNDER EXECUTIVE COMPENSATION PLAN. [ ] [ ] [ ] 4. PROPOSAL REGARDING INCREASE IN FOR AGAINST ABSTAIN AUTHORIZED SHARES OF COMMON STOCK UNDER NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN. [ ] [ ] [ ] (INSTRUCTION; \|_\|

(INSTRUCTION; To withhold authority to vote for ~~5. IN THEIR DISCRETION, THE PROXIES ARE FOR AGAINST ABSTAIN~~ any individual nominee, strike a line through the ~~AUTHORIZED TO VOTE UPON SUCH OTHER~~ nominee's name on the list below.) ~~BUSINESS AS MAY COME BEFORE THE MEETING. [ ] [ ] [ ] C.D.~~Nominees: Cecil D. Andrus, ~~J.J.~~James. J. Curran, ~~J.A.~~James. A. McClure, ~~R.E.~~Robert E. Mellor, ~~J.H.~~John H. Robinson, ~~D.T. Salido,~~ J. Kenneth Thompson, ~~X.G. Topete,~~ Timothy R. Winterer and Dennis E. ~~Wheeler - ----------------------------------------------------- ----------------------------------------------------------------------~~ Wheeler.


	Y
I plan to attend the meeting	E ~~[ ]~~ \|_\|	N ~~[ ]~~ \|_\|
	S	O
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE Signature Signature Dated: , 2002 ------------------------------------------ ------------------------------------------ ----------- Sign exactly as your name appears hereon. When signing in a representative or fiduciary capacity, indicate the title. If shares are held jointly, each holder should sign.

Signature(s)________________________________________________________ Name(s)___________________________________________ Dated: __________, 2004 Sign exactly as your name appears hereon. When signing in a representative or fiduciary capacity, indicate the title. If shares are held jointly, each holder should sign.

Name	Shares Acquired on Exercise (#)		Value Realized ($)		Number of Shares Underlying Unexercised Options at FY-End (#) Exercisable/ Unexercisable		Value of Unexercised in-the-Money Option at FY-End ($) (1) Exercisable Unexercisable
Dennis E. Wheeler		0		0		680,684 / 18,841	$	2,914,073 / 41,827

Robert Martinez		0		0		175,936 / 6,375	$	709,818 / 14,153

James A. Sabala		0		0		-/-	$	-/-

Dieter A. Krewedl		0		0		62,019 / 1,752	$	242,912 / 3,889

Mitchell J. Krebs		0		0		-/-	$	-/-

				Estimated Future Payouts Under Non-Stock Price-Based Plans
	Number of Restricted Shares Value of Underlying Unexercised Unexercised IN-THE-MONEY Shares Options at FY-End Options at Acquired (#) FY-END ($		Performance or other Period until Maturation	Threshold ($ or #) )~~(1)~~	Target ($ or #)	Maximum ($ or #)) on Exercise Value Exercisable/ Exercisable/ Name (#) Realized ($) Unexercisable Unexercisable - ---- ----------- ------------ ----------------- --------------
Dennis E. ~~Wheeler...... -- -- 284,205 / 82,802 $13,745/0~~ Wheeler		200,000	1/3 per year	-	-	-

Robert ~~Martinez........ -- -- 40,696 / 29,333 1,226/0 Geoffrey~~Martinez		125,000	1/3 per year	-	-	-

James A. ~~Burns...... -- -- 4,914 / 14,742 0/0~~ Sabala		125,000	1/3 per year	-	-	-

Dieter A. ~~Krewedl...... -- -- 4,983 / 7,596 0/0 James K. Duff.......... -- -- 12,507 / 7,394 482/0~~ Krewedl		125,000	1/3 per year	- ~~----------------~~	-	-

Mitchell J. Krebs		85,000	1/3 per year	-	-	-

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options,warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
			(a)		(b)		(c)

Equity compensation plans approved by security holders	��		1,650,054		2.11		7,444,140

Equity compensation plans not approved by security holders			0		--		--

Total			1,650,054				7,444,140


			Compensation Committee of the Board of Directors

			ROBERT E. MELLOR, Chairman
			CECIL D. ANDRUS
			JOHN H. ROBINSON

Name of Participant	Account Balance
Dennis E. Wheeler		$ 567,218.29
Robert Martinez		62,028.32
Geoffrey A. Burns		9,714.48
Dieter A. Krewedl		8,158.85
Other Participant		14,822.91

Total		$ 661,942.85


		Sincerely,
		DENNIS E. WHEELER
		Chairman of the Board and Chief Executive Officer


		By order ~~of the Board of Directors, DENNIS E. WHEELER Chairman~~ of the Board of Directors,
		DENNIS E. WHEELER
		Chairman of the Board

Nominees
Dennis E. Wheeler Currently, Chairman of the Board and Chief Executive Officer of Coeur d'Alene Mines Corporation. Chairman of the Board and President from May 1992 to September 2002; President from December 1980 to September 2002; Chief Executive Officer since December 1986; Chief Administrative Officer from December 1980 to December 1986; Secretary from January 1980 to December 1980; Senior Vice President and General Counsel from 1978 to 1980.	61	1978

James J. Curran Chairman of the Board and Chief Executive Officer of First Interstate Bank, Northwest Region (Alaska, Idaho, Montana, Oregon and Washington) from October 1991 to April 30, 1996; Chairman of the Board and Chief Executive Officer of First Interstate Bank of Oregon, N.A. from February 1991 to October 1991; Chairman and Chief Executive Officer of First Interstate Bank of Denver, N.A. from March 1990 to January 1991; Chairman, President and Chief Executive Officer of First Interstate Bank of Idaho, N.A. from July 1984 to March 1990.	64	1989

James A. McClure Former United States Senator from Idaho from 1972 to 1991; former Chairman of the Senate Energy and Natural Resources Committee.	79	1991

Nominees
Cecil D. Andrus Governor of Idaho (1971-1977 and 1987-1995); Secretary of the U.S. Department of the Interior (1977-1981). Director of Albertson's Inc. (a nation-wide grocery retail chain), Key Corp. (commercial banking) and RENTRAK (a video cassette leasing company). Chairman of the Andrus Center for Public Policy at Boise State University; "Of Counsel" member of the Gallatin Group (a policy consulting firm) from March 1995 to present.	72	1995

John H. Robinson President and Chief Operating Officer of Metilinx Inc. (system optimization software) from November 2003 to present. Currently a member of the Board of Directors of Alliance Resource Management GP, LLC (a NASDAQ-listed coal mining company). Executive Director of Amey plc (a London FTSE-listed business process outsourcing company) from April 2000 to September 2002, Vice Chairman of Black & Veatch Inc (international engineering and construction) from January 1999 to March 2000, Managing Partner of Black & Veatch Inc. from January 1989 to December 1998, and Chairman of Black & Veatch UK Ltd. from 1994 to March 2000.	53	1998

Robert E. Mellor Chairman, Chief Executive Officer and President of Building Materials Holding Corporation (distribution, manufacturing and sales of building materials and component products) since 1997, director since 1991; Member of the Board of Directors of The Ryland Group, Inc. (national residential home builder). Member of the Board of Directors of Monro Muffler/Brake, Inc. Of Counsel, Gibson, Dunn & Crutcher, LLP, 1991-1997.	60	1998

Nominees
Timothy R. Winterer President, Chief Operating Officer and Director of Western Oil Sands from January 2000 to December 2001. President and Chief Executive Officer of BHP World Minerals Corporation (international resources company) from 1997 to 1998; (1996-1997); Senior Vice President and Group General Manager, BHP World Minerals (1992-1996); Senior Vice President, Operations International Minerals, BHP Minerals (1985-1992); Executive Vice President, Utah Development Company (1981-1985).	67	1998

J. Kenneth Thompson President and CEO of Pacific Star Energy LLC (natural gas pipeline and processing company in Anchorage, Alaska) from January 2003 to present. President of Pacific Rim Leadership Development, LLC (executive consulting firm in Anchorage, Alaska) from May 2000 to the present. Executive vice president of ARCO's Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore from January 1998 to June 2000. President of ARCO Alaska, Inc., the parent company's oil and gas producing division based in Anchorage, Alaska from June 1994 to January 1998. Member of the Board of Directors of Alaska Airlines and Alaska Air Group, Inc.	52	2002


Dennis E. Wheeler	990,769	(1)	(2)	.46
James J. Curran	185,884	(1	)(2)	.10
James A. McClure	32,689	(2	)	*
Cecil D. Andrus	32,422	(2	)	*
John H. Robinson	46,795	(2	)	*
Robert E. Mellor	29,588	(2	)	*
Timothy R. Winterer	64,607	(2	)	*
J. Kenneth Thompson	62,945	(2	)	*
Mitchell J. Krebs	84,913			*
Dieter A. Krewedl	103,686	(2	)	.10
Robert Martinez	317,940	(2	)	.15
James A. Sabala	114,282			.10
All executive officers and nominees
for director as a group (17 persons)	2,481,023			1.16

			Annual Compensation						Long Term Compensation Awards
Name and Principal Position	Year		Salary ($)		Bonus ($) (1)		Other Annual Compen -sation ($) (2)		Restricted Stock Awards (#Sh) (3)		Shares Underlying Options (#Sh) (4)		Payouts LTIP Payouts ($)		All Other Compensation ($) (5)
Dennis E. Wheeler		2003	$	485,126	$	466,250		--		200,000		--		--	$	15,999
Chairman & Chief		2002		499,400		300,000		--		--		395,071		--		46,135
Executive Officer		2001		485,658		212,916		--		--		229,090		--		35,668

Robert Martinez		2003	$	278,549	$	192,660		--		125,000		--		--	$	15,999
President &		2002		293,192		131,100		--		--		131,382		--		25,392
Chief Operating Officer		2001		288,241		94,050		--		--		20,429		--		24,892

James A. Sabala (6)		2003	$	235,359	$	179,000		--		125,000		--		--	$	204,789	⁽⁹⁾
Executive Vice-President
Chief Financial Officer

Dieter A. Krewedl (7)		2003	$	202,090		--		--		41,667		--		--	$	16,000
Senior Vice President		2002		197,193		77,481		--		--		56,763		--		18,007
Exploration		2001		193,318		46,612		--		--		--		--		15,674

Mitchell J. Krebs(8)		2003	$	195,969	$	133,445		--		85,000		--		--	$	16,000
Vice President
Corporate Development

Name of Outside Director	Amount of Foregone Director's Fees		Number of Shares Subject to Option*		Option Exercise Price Per Share**
Cecil D. Andrus	$	5,000		1,340	$	6.66
James J. Curran		25,000		6,702	$	6.66
James A. McClure		5,000		1,340	$	6.66
Robert E. Mellor		5,000		1,340	$	6.66
John H. Robinson		10,000		2,680	$	6.66
J. Kenneth Thompson		50,000		13,404	$	6.66
Timothy R. Winterer		20,000		5,361	$	6.66

Total	$	120,000		32,167

Name of Outside Director	Amount of Payment
Cecil D. Andrus		$131,649
James J. Curran		157,136
James A. McClure		157,136
Robert E. Mellor		88,318
John H. Robinson		88,318
J. Kenneth Thompson		19,469
Timothy R. Winterer		88,318

Total		$730,344


			Audit Committee of the Board Directors

			JAMES J. CURRAN, Chairman
			JAMES A. MCCLURE
			J. KENNETH THOMPSON



Coeur d'Alene Mines Corporation Common Stock	100.00	76.74	20.93	17.86	42.86	129.03	158.05

S&P 500 Index	100.00	121.05	110.02	96.95	75.52	97.19	100.35

Peer Group Index**	100.00	86.14	50.90	76.97	177.13	247.61	227.58


			By order of the Board of Directors, COEUR D'ALENE MINES CORPORATION /s/ Dennis E. Wheeler DENNIS E. WHEELER Chairman of the Board of Directors,
			COEUR D'ALENE MINES CORPORATION
			DENNIS E. WHEELER
			Chairman of the Board

Amended article	Shares for	Shares against
Article II