UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(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  o

Check the appropriate box:

COEUR D’ALENE MINES CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

      (1) Amount Previously Paid: 

      (2) Form, schedule or registration statement no.: 

      (3) Filing party: 

      (4) Date filed: 

COEUR D’ALENE MINES CORPORATION

400 Coeur D’Alene Mines Building

Post Office Box I

505 Front Avenue

Coeur D’Alene, Idaho 83814

April 4, 2006

Dear Shareholder:

      We are pleased to invite you to attend our Annual Meeting of Shareholders. This year it will be held on Tuesday, May 9, 2006 at 9:30 A.M., local time, at The Coeur d’Alene Resort and Conference Center, Second Street and Front Avenue, Coeur d’Alene, Idaho. The primary business of the meeting will be to

      A Notice of the Annual Meeting and the Proxy Statement follow. It is important that your shares be represented and voted at the meeting whether or not you plan to attend. Therefore, we urge you to vote your proxy electronically by the Internet or telephone, or sign and date the enclosed proxy and return it in the return addressed, postage prepaid envelope provided for your convenience.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY TELEPHONE, INTERNET OR MAIL. IT IS THE BOARD’S RECOMMENDATION THAT SHAREHOLDERS VOTE FOR THE PERSONS IT HAS NOMINATED TO SERVE AS DIRECTORS AND FOR RATIFICATION OF THE COMPANY’S INDEPENDENT ACCOUNTANTS.

COEUR D’ALENE MINES CORPORATION

400 Coeur d’Alene Mines Building

505 Front Avenue

Post Office Box I

Coeur d’Alene Idaho 83814

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholder:

      Notice is hereby given that our Annual Meeting of Shareholders will be held at The Coeur d’Alene Resort and Conference Center, Second Street and Front Avenue, Coeur d’Alene, Idaho, on Tuesday, May 9, 2006, at 9:30 A.M., local time, for the following purposes:

      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 March 21, 2006, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the Annual Meeting.

Coeur d’Alene, Idaho

April 4, 2006

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, THE INTERNET OR BY MAIL AS PROMPTLY AS POSSIBLE TO ENSURE THE PRESENCE OF A QUORUM FOR THE MEETING. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY, OF COURSE, REVOKE THE PROXY AND VOTE IN PERSON. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM THEM TO VOTE YOUR SHARES.

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, May 9, 2006, 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 April 4, 2006.

VOTING SECURITIES

      All shareholders of record as of the close of business on March 21, 2006, 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 March 21, 2006, a total of 250,209,834 shares of our common stock were 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:

      To vote your proxy by mail, mark your vote on the enclosed proxy card; then follow the directions on the card. To vote your proxy using the Internet or by telephone, see the instructions on the enclosed proxy card. Your shares will be voted according to your directions. If you do not mark any selections, your shares will be voted as recommended by the Board of Directors.

      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 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 charge will be $5,000 plus out-of-pocket expenses.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

      Nine 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 nine persons named below. All of the nominees currently are 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.

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 6 times during 2005. We have an Audit Committee comprised solely of outside directors and presently consisting of Messrs. Curran (Chairman), Robinson, Thompson and Winterer. 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 11 times during 2005.

      The Board also has a Compensation Committee, comprised solely of outside directors and presently consisting of Messrs. Thompson (Chairman), Andrus, Mellor and 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 4 times during 2005.

      The Board has a Nominating and Corporate Governance Committee consisting of Messrs. Mellor (Chairman), Thompson, Andrus and Winterer. The Nominating and Corporate Governance Committee is responsible for proposing nominees for the Board of Directors, the establishment of corporate governance guidelines and related corporate governance matters. The Nominating Committee met 4 times during 2005.

      Our Board also has an Executive Committee on which Messrs. Wheeler, Curran, Mellor, Robinson, Winterer, Lundquist, and Vitale 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.

      Except for Dennis E. Wheeler, Andrew Lundquist and Alex Vitale, each of the directors, including 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. For a director to be deemed independent under NYSE rules, the Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company). In addition, the director (and member of his immediate family) must meet the following technical independence rules: within the last three years:

      In addition to those technical independence rules, the following must apply under NYSE rules in order for the director to be deemed independent: (a) neither the director nor an immediate family member is a current partner of the Company’s outside auditor; (b) the director is not currently an employee of the Company’s outside auditor; (c) the director does not have an immediate family member who is a current employee of the Company’s outside auditor and who participates in the firm’s audit, assurance, or tax compliance (but not tax planning) practice; and (d) during the last three years, neither the director nor an immediate family member has been a partner or employee of the Company’s outside auditor and who personally worked on the Company’s audit within that time.

      Copies of the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available at our website www.coeur.com. A copy of the Audit Committee charter is attached as Appendix A to this proxy statement. Each director attended at least 75% of the meetings of the Board of Directors and committees on which he served during 2005.

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 believe that there will be any differences between the manner in which the Committee evaluates a 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 Kelli Kast, Esq., counsel to the Company, 505 Front Avenue, P.O. Box I, 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 nine members of last year’s board attended the annual meeting on May 10, 2005.

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. Robert E. Mellor presides 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 website www.coeur.com.

SHARE OWNERSHIP

      The following table sets forth information, as of March 21, 2006, concerning the beneficial ownership of our common stock by each of the nominees for election as directors, each of the executive officers listed in the Summary Compensation Table set forth below, and by all of our directors and executive officers as a group. No shareholder is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

COMPENSATION AND RELATED MATTERS

History and Objectives of the Company’s Executive Compensation Program

      The Company has retained an independent executive compensation consulting firm to assist the Compensation Committee and the Board of Directors in establishing and maintaining compensation levels that are competitive within the mining industry to attract and retain qualified executives.

      Our executive compensation program is designed to provide incentives to executive officers to meet short and long-term objectives and to attract, retain and motivate key executives that significantly affect our performance. Officers of Coeur d’Alene Mines Corporation and its subsidiaries (currently totaling 18 persons) are eligible to participate in the program. Under the executive compensation program, base salary and annual incentives 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. The total compensation opportunity (including long-term incentives) is targeted at the 75th percentile. We believe the executive compensation program is essential and structured to motivate the key executives to best serve the shareholders by conducting business in a manner that enhances shareholder value.

      As of November, 2005, Mercer Human Resource Consulting LLC (“Mercer”), an independent consulting firm, is the present advisor to the Board of Directors and its Compensation Committee regarding our executive compensation program. Prior to November, 2005, the Company had retained Hewitt and Associates as its independent consulting firm since 1989. The executive compensation program was originally approved by shareholders in 1989 and amended by shareholder vote in 1995. In 2003, the shareholders approved a new Long Term Incentive Plan (the “LTIP”) designed to make us remain competitive with mining industry peer companies and to further align the financial incentives of management with the shareholders’ interests.

      The discussion set forth below further discusses our executive compensation program, including the 2003 Long-Term Incentive Plan (the “LTIP”) that was approved by our shareholders on May 20, 2003, 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. Stock options to purchase 566,149 shares of common stock and 359,640 shares of restricted stock were granted under the LTIP in 2005. The Company also has a 2005 Non-Employee Directors’ Equity Incentive Plan that was approved by our shareholders on June 3, 2005 and provides for the granting of equity awards in lieu of cash compensation.

      On February 21, 2006, the Board of Directors awarded options for a total of 332,169 shares of common stock, 220,894 performance shares, and 220,894 restricted shares to executive officers under the LTIP. Of such shares, options for 92,284 shares of common stock, 61,369 restricted shares and 61,369 performance shares were issued to Dennis E. Wheeler, our Chief Executive Officer; options for 31,597 shares of common stock, 21,012 restricted shares and 21,012 performance shares were issued to James A. Sabala, our Executive Vice President and Chief Financial Officer; options for 19,888 shares of common stock, 13,226 restricted shares and 13,226 performance shares were issued to Alan L. Wilder, our Senior Vice President; Project Development; options for 15,359 shares of common stock, 10,214 restricted shares and 10,214 performance shares were issued to Mitchell J. Krebs, our Vice President, Corporate Development; options for 19,436 shares of common stock, 12,925 restricted shares and 12,925 performance shares were issued to Donald J. Birak, our Senior Vice President, Exploration; and options for 153,605 shares of common stock, 102,148 restricted shares and 102,148 performance shares were issued to our 13 other executive officers. The stock options and restricted shares will vest to the extent of one third of the award amount on each anniversary following the grant date of such shares, while the performance shares will vest at the end of a three year period subject to certain performance criteria such as total shareholder return.

Compensation Committee

      Our executive compensation program is administered by the Compensation Committee of the Board of Directors, which is composed entirely of independent directors. The Committee works with Mercer and our Chief Executive Officer to assure that the program meets the objectives set forth above, and is competitive 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, restricted shares, performance shares or other awards under the program, and decisions concerning the timing, pricing and amount of such grants and awards and executives’ salaries, are made by the Compensation Committee upon recommendation of the Chairman of the Board, President and Chief Executive Officer.

Elements of the Program

      The executive compensation program consists of three basic elements: (i) base salary, (ii) annual incentive plan compensation, and (iii) long-term incentive plan compensation. The program is performance-

based. For the year 2005, 50% of each executive’s annual incentive compensation was determined by our 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 performance relative to their individual predetermined goals. Goals of the Chief Executive Officer are set and reviewed by the Compensation Committee and the Board of Directors. Goals of other executives are set by the Chief Executive Officer and reviewed by the Compensation Committee.

Compensation Program Summary

      Mercer reviews our executive compensation and target level determinations. Mining Industry Compensation surveys are also utilized by the Company in determining competitive compensation. The compensation of our executive officers is linked to our Company’s financial performance and the individual officer’s performance. As more fully discussed below under “Compensation Committee Report,” annual incentive compensation awards under the Annual Incentive Plan (the “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 level of responsibility and impact on our Company’s overall performance. Fifty percent of the AIP target award value is based on our Company’s production, cash costs, net income, reserves and cash flow return on investment performance as related to predetermined goals, and the remaining 50% by the individual executive’s performance relative to individual predetermined goals, such as major project execution, safety and environmental compliance, and other measures.

      Awards made under the LTIP are based on established percentages of base salary. The LTIP awards for stock options and restricted shares vest to the extent of 33¹/3 % in each of the first three years after the award, while awards of performance shares vest at the end of three years based on certain performance criteria. Long-term incentives may include 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. 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 restricted shares and the other forms of awards available under the LTIP are based on the market value of our common stock on the day of the grant.

      Performance shares are performance related stock units. Performance shares vest at the end of a three-year period based on the Company’s Total Shareholder Return (TSR) as compared to its peers. A minimum 25th percentile performance as compared to its peers is required to achieve the threshold payment. Depending on TSR performance, performance shares may be valued at up to two times the original target when superior performance, defined as meeting the 75th percentile as compared to its peers, is achieved. Actual payment of performance share awards may be made in cash or stock.

      During the ten year period from 1996 through 2005, a total of 9,657,000 shares of common stock were authorized for issuance under the LTIP. As of March 21, 2006; 5,061,974 shares remained available to be granted in the future under the plan.

      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 $929,702 in 2005 compared to $688,206 in 2004 and $971,355 in 2003, and their total annual compensation was $1,455,407 in 2005 compared to $1,406,623 in 2004 and $1,497,094 in 2003. See Section entitled “Compensation Committee Report” for the factors considered in the annual and long term incentive awards for 2005.

      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.

Summary Compensation Table

      The following Option Grants Table sets forth information regarding stock options granted during the fiscal year ended December 31, 2005.

Option Grants in Fiscal Year 2005

      The following Aggregated 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, 2005. No options were exercised during 2005 by such persons.

Aggregated Option Exercises in Fiscal 2005 and 2005 Fiscal Year-End Option Values

      The following table sets forth information regarding long-term incentive awards made in 2005:

Long-Term Incentive Plan Awards in Fiscal Year 2005

      Information in the above Long-Term Incentive Plan Awards Table relates to restricted shares awarded during the year ended December 31, 2005. On February 21, 2006, the Company made awards of stock options, performance shares, and restricted shares of common stock to each of the named executive officers. The stock options and 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 2003 Long Term Incentive Plan under which the awards were made. The performance shares will vest at the end of a three year period subject to certain performance criteria such as TSR. Awards under the 2003 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, 2005, 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 presented on behalf of the Compensation Committee of our Board of Directors. The present members of the Committee are J. Kenneth Thompson (Chairman), Robert E. Mellor, 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, utilizes the services of Mercer, 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.

      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. 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.

      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, 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 at 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 2005, included objectives relating to our operations, management, growth, and safety and environmental compliance. 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 certain performance data relating to production, cash costs, net income, reserves and cash flow return on investment performance. 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 2005, 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 2005 were $929,701 compared to $688,206 in 2004, and $971,355 in 2003.

      Awards made under our LTIP are based on established percentages of base salary with stock options and restricted shares vesting cumulatively at a rate of 33¹/3 % per year. Performance shares vest at the end of a three year period based on certain performance criteria such as TSR. 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 March 21, 2006, nonqualified stock options and incentive stock options to purchase a total of 2,056,201 shares of common stock at an average exercise price of $3.47 per share were outstanding. As of March 21, 2006, restricted shares equaling a total of 1,424,115 shares of common stock had been awarded to our executive officers and were outstanding. 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.

      Payments made in February 2006 under the AIP were based on 2005 performance. As stated above, 50% of an AIP award is based on the prior year’s performance data relating to production and cash costs, net income, reserves and cash flow return on investment performance and 50% is based on the individual executive’s performance relative to individual predetermined goals, such as major project execution, safety and environmental compliance, and other measures. With respect to the individual performance portion of the February 2006 AIP award to our Chairman and CEO, the award was based on 2005 performance and reflected the following Company performance in 2005:

      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, 2005, and, therefore, does not discuss Company performance accomplishments during the current year which ends on December 31, 2006.

Director Compensation

      Pursuant to our 2005 Non-Employee Directors’ Equity Incentive Plan, outside directors must receive at least $10,000 of their annual director fees in the form of common stock in lieu of $10,000 of cash compensation and are able to elect to receive additional common stock in lieu of cash fees for up to the

$60,000 total of their annual director fees. The directors of the Company are encouraged to hold common stock in the Company, therefore aligning their interests with those of the shareholders. In 2005 and 2006, outside directors received an annual retainer of $60,000. In addition to the annual board retainer, Committee chairmen received an additional retainer of $5,000. In 2006 the chairman fee for the Audit Committee was raised to $10,000 per year. Committee members and chairmen receive $1,500 for each Committee meeting attended. Information relating to common stock granted to outside directors in January 2005 was set forth in last year’s proxy statement relating to the 2005 Annual Meeting of Shareholders. Beginning in 2007, outside directors must receive a minimum of $20,000 of their annual fees in the form of common stock in lieu of $20,000 of their cash compensation, and may elect to receive common stock in lieu of cash for up to the $60,000 total compensation. The following table sets forth information regarding shares of common stock that were granted under the plan to non-employee directors on January 4, 2006.

     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 Program fully vest as follows:

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

Employment Agreements

      We have an employment agreement with Dennis E. Wheeler, Chairman of the Board, President and Chief Executive Officer, which provides for a term of employment until December 31, 2008 unless terminated or modified by us by written notice, subject to the terms and conditions of the agreement. Mr. Wheeler’s employment agreement, which calls for a base salary of $540,750 plus annual incentive compensation, includes the same change in control provisions as those included in the executive 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 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 the agreement for a period of two years. His agreement calls for a base salary of $270,000 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 July 15, 2004, with Alan L. Wilder, pursuant to which he was employed as Senior Vice President, Project Development for a two-year term commencing July 15, 2004, through July 14, 2006. The agreement is renewed from day to day so that the Company and Employee are at all times bound to the agreement for a period of two years. His agreement calls for a base salary of $226,600 plus annual incentive compensation. Mr. Wilder’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 July 1, 2005 with Mitchell J. Krebs, pursuant to which he was employed as Vice President Corporate Development for a two-year term commencing July 1, 2005 and ending June 30, 2007. His agreement calls for a base salary of $225,000 plus annual incentive compensation. Mr. Krebs’ employment agreement includes the same change in control provision as those included in the executive change in control agreements described below.

      We entered into an employment agreement on July 1, 2005 with Donald J. Birak, pursuant to which he was employed as Senior Vice President, Exploration for a two-year term commencing July 1, 2005, through June 30, 2007. His agreement calls for a base salary of $221,450 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.

      During 2005, and continuing from year-to-year thereafter unless terminated by us by written notice, the executive change in control agreements with a total of 15 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 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 in control” for purposes of the executive change in control agreements has the same meaning as that discussed above under “Change in Control Provisions.”

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

      With the exception of Mr. Wheeler, each executive change in control agreement provides that if the change in control payment provided thereunder would constitute a “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 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.

Certain Transactions

      During 2005, Deutsche Bank Securities Inc., an investment banking firm of which Alex Vitale, a member of the Company’s Board of Directors, is a Managing Director, was paid a total of approximately $493,000 by the Company for investment banking services in connection with its engagement as sole book running manager of the public sale by the Company of approximately 10 million shares of common stock in September 2005.

      During 2005, the Company paid the firm Lundquist, Nethercutt & Griles LLC, a business and government relations consulting and project managing firm of which Andrew Lundquist, a member of the Board of Directors of the Company, is Managing Partner, a total of approximately $120,000 in connection with government relations consulting services relating to the Company’s Kensington gold production project in Alaska.

INDEPENDENT ACCOUNTANTS

      The selection of KPMG LLP as our independent accountants was approved by the Audit Committee of the Board of Directors, which is composed of independent directors. The Company is asking shareholders to ratify the appointment of KPMG even though there is no requirement that shareholder ratification be sought. We expect that a 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 Audit Committee has policies and procedures requiring pre-approval by the Committee of the engagement of the Company’s independent auditor to perform audit as well as permissible non-audit services for the Company.

      The nature of the policies and procedures depend upon the nature of the services involved, as follows:

      With respect to the approval by the Audit Committee Chairman of audit, audit-related and tax services that do not exceed $50,000, the Chairman is required to report the matter to the full Audit Committee at its next meeting and the auditor will report on the scope and fee of such service in its annual report to the Committee. The Chief Financial Officer of the Company is responsible for tracking all independent auditor fees against the budget for such services and reports at least annually to the Audit Committee.

AUDIT COMMITTEE REPORT

      The Audit Committee of our Board of Directors, which currently consists of James J. Curran (Chairman), John Robinson, Kenneth Thompson and Tim Winterer, is governed by its charter, a copy of which is attached as Appendix A to this proxy statement. All the members of the Audit Committee are “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 Commission.

      The Audit Committee reviewed and discussed our audited financial statements for the year ended December 31, 2005, with management and our independent auditing firm, KPMG LLP. In that connection, the Audit Committee discussed with 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:

KPMG LLP reported to the Audit Committee that:

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

      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, 2005, for filing with the Securities and Exchange Commission. Reference is made to the Audit Committee’s charter for additional information as to the responsibilities and activities of the Audit Committee.

STOCK PERFORMANCE CHART

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

AMONG COEUR 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, 2005 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.

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

Comparison of 5 Year Cumulative Total Return

Assumes Initial Investment of $100

December 2005

Assumes $100 invested on January 1, 2001, in our common stock, S&P 500 Index and the peer group index.

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 within two business days of a change in beneficial ownership of securities. Based on a review of Forms 3 and 4 filed during 2005, no reporting persons failed to timely file such reports.

YEAR 2006 SHAREHOLDER PROPOSALS

      Proposals of shareholders intended to be presented at the 2006 Annual Meeting must be received by our Secretary, 400 Coeur d’Alene Mines Building, Post Office Box I, Coeur d’Alene, Idaho 83814 no later than December 8, 2006, (i.e., approximately 120 days prior to April 6, 2007, which is the presently expected approximate date of mailing of the proxy statement relating to next year’s annual meeting), in order for them to be considered for inclusion in the 2007 Proxy Statement. A shareholder desiring to submit a proposal to be voted on at next year’s Annual Meeting, but not desiring to have such proposal included in next year’s proxy statement relating to that meeting, should submit such proposal to us by March 2, 2007, (i.e., at least 45 days prior to April 6, 2007, which is the presently expected approximate date of the mailing of the proxy statement relating to next 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.

      This proxy statement is accompanied by our 2005 Annual Report to Shareholders, which includes financial statements for the year ended December 31, 2005. The Annual Report is not to be regarded as part of the proxy solicitation materials.

Coeur d’Alene, Idaho

April 4, 2006

Appendix A

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

OF COEUR D’ALENE MINES CORPORATION

Purpose

      The purpose of the Audit Committee of the Board of Directors of Coeur d’Alene Mines Corporation (the “Company”) is to assist the Board in its oversight of:

Membership

      The Committee will consist of not less than three members of the Board of Directors who must meet the independence and experience requirements of the SEC and New York Stock Exchange. Those rules require, among other things, that:

Authority and Responsibilities

      In pursuit of the purposes set forth above, the authority and responsibilities of the Audit Committee shall include the following:

ADMINISTRATIVE RESPONSIBILITY

      The Chief Executive Officer of the Company is responsible for assuring that administrative and coordinating services are provided to the Committee in order to assist it in the performance of its duties and responsibilities under this charter.