SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~June~~July 2419, 2002

United Park City Mines Company

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other
jurisdiction of
incorporation)

1-3753
(Commission
File Number)

87-0219807
(IRS Employer
Identification #)

P.O. Box 1450, Park City, UT 84060

(Address of Principal Executive Office)

(801) 649-8011

(Registrant's telephone number, including area code)

Item 5. Other Events

On ~~June~~July 2119, 2002, the ~~registrant~~Registrant, ~~signed~~Capital anGrowth ~~amendment~~Partners, LLC to("CGP"), ~~the Stock~~and ~~Purchase~~Loeb ~~Agreement~~Investors ~~dated~~Co. ~~February~~XL ~~21,~~("Loeb") ~~2002~~signed a Supplemental Stock Purchase Agreement (the "~~Amendment~~Supplemental Agreement") by. ~~and~~Pursuant ~~among~~to the ~~registrant~~Supplemental Agreement, ~~owners~~Loeb ofagreed ato ~~majority~~sell to CGP an additional 917,778.45 shares of the ~~registrant~~Registrant's common stock ~~and~~on terms identical to those ~~Capital~~in ~~Growth~~the ~~Partners~~Stock Purchase Agreement dated February 21, ~~LLC~~2002, as amended (the "~~CGP~~Agreement"), ~~for~~by and among the ~~sale~~Registrant, CGP, Loeb and other stockholders of ~~shares~~the Registrant. In connection with execution of the Supplemental ~~registrant's~~Agreement, ~~common~~CGP ~~stock~~paid ~~owned~~an byadditional ~~the~~$250,000 ~~Selling~~into ~~Stockholders~~escrow toas ~~CGP~~a purchase deposit. A copy of the ~~Amendment~~Supplemental Agreement is attached hereto.

Also on July 19, 2002, CGP exercised a 30-day extension option pursuant to the terms of the Agreement. As a result of this extension, a $1,750,000 purchase deposit ($1,500,000 of the original deposit and the $250,000 deposit paid on July 19 as set forth above) became nonrefundable, except under certain circumstances provided in the Agreement. The parties continue to work towards closing the transactions contemplated by the Agreement and Supplemental Agreement.

Item 7. Exhibits

(c)

10.1 ~~First~~Supplemental ~~Amendment~~Stock Purchase ~~dated~~Agreement as(the of"Agreement") ~~June~~dated 21July 19, 2002, ~~to Stock Purchase~~ ~~Agreement, by and~~ among Capital Growth Partners, LLC, ~~United~~Loeb ~~Park~~Investors ~~City Mines~~Co. ~~Company~~XL and ~~those sellers whose names are set forth on~~ the ~~signature pages thereto~~Registrant.

SIGNATURES

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

UNITED PARK CITY MINES COMPANY

By: /s/ Joseph ~~Hank~~S. ~~Rothwell~~Lesser

~~Hank~~ Joseph ~~Rothwell~~S. Lesser

~~President~~ Chairman of the Board

Dated: ~~June~~July 2122, 2002

Index to Exhibits

10.1 Supplemental ~~First~~Stock Purchase ~~Amendment~~Agreement ~~dated~~(the as"Agreement") ofdated ~~June~~July 2119, 2002, ~~to Stock Purchase~~ ~~Agreement, by and~~ among Capital Growth Partners, LLC, ~~United~~Loeb ~~Park~~Investors ~~City Mines~~Co. ~~Company~~ XL and ~~those sellers whose names are set forth on~~ the ~~signature pages~~ ~~thereto~~ Registrant.

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