SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.)
International Tower Hill Mines Ltd.
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(Name of Issuer)
Common Shares, no par value
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(Title of Class of Securities)
46051L104
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 46051L104
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1. NAME OF REPORTING PERSONS
Tocqueville Asset Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,759,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,759,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,759,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.47%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 46051L104
---------------------
1. NAME OF REPORTING PERSONS
Tocqueville Gold Offshore Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,473,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,473,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,473,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.23%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. 46051L104
---------------------
Item 1(a). Name of Issuer:
International Tower Hill Mines Ltd.
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Item 1(b). Address of Issuer's Principal Executive Offices:
#1901 - 1177 West Hastings Street
Vancouver, British Columbia V6E 2K3
Canada
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Item 2(a). Name of Person Filing:
Tocqueville Asset Management, L.P.
Tocqueville Gold Offshore Fund Ltd.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Tocqueville Asset Management, L.P.
40 West 57th Street
19th Floor
New York, New York 10019
Tocqueville Gold Offshore Fund Ltd.
c/o Citco Fund Services (Cayman Islands) Ltd.
Windward 1, 2nd Floor
Regatta Office Park, West Bay Road
P.O. Box 31106
Grand Cayman KY1-1205
Cayman Islands
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Item 2(c). Citizenship:
Tocqueville Asset Management, L.P.: Delaware
Tocqueville Gold Offshore Fund Ltd.: Cayman Islands
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Item 2(d). Title of Class of Securities:
Common Shares, no par value
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Item 2(e). CUSIP Number:
46051L104
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned:
Tocqueville Asset Management, L.P.: 3,759,000
Tocqueville Gold Offshore Fund Ltd.: 2,473,500
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(b) Percent of Class:
Tocqueville Asset Management, L.P.: 9.47%
Tocqueville Gold Offshore Fund Ltd.: 6.23%
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(c) Number of shares as to which the reporting person has:
(i) Sole power to vote or to direct the vote
Tocqueville Asset Management, L.P.: 0
Tocqueville Gold Offshore Fund Ltd.: 0
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(ii) Shared power to vote or to direct the vote
Tocqueville Asset Management, L.P.: 3,759,000
Tocqueville Gold Offshore Fund Ltd.: 2,473,500
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(iii) Sole power to dispose or to direct the disposition of
Tocqueville Asset Management, L.P.: 0
Tocqueville Gold Offshore Fund Ltd.: 0
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(iv) Shared power to dispose or to direct the disposition of
Tocqueville Asset Management, L.P.: 3,759,000
Tocqueville Gold Offshore Fund Ltd.: 2,473,500
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
"By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect".
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Tocqueville Asset Management, L.P.*
By: /s/ Elizabeth F. Bosco
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Name: Elizabeth F. Bosco
Title: Compliance Officer
Tocqueville Gold Offshore Fund Ltd.*
By: Tocqueville Asset Management, L.P.
Its: Investment Manager
By: /s/ Roger C. Cotta
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Name: Roger C. Cotta
Title: Chief Operating Officer
Date: February 14, 2008
* The Reporting Persons disclaim beneficial ownership of the securities reported
except to the extent of their pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 14, 2008
relating to the Common Shares of International Tower Hill Mines Ltd. shall be
filed on behalf of the undersigned.
Tocqueville Asset Management, L.P.
By: /s/ Elizabeth F. Bosco
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Name: Elizabeth F. Bosco
Title: Compliance Officer
Tocqueville Gold Offshore Fund Ltd.
By: Tocqueville Asset Management, L.P.
Its: Investment Manager
By: /s/ Roger C. Cotta
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Name: Roger C. Cotta
Title: Chief Operating Officer
Date: February 14, 2008
SK 52276 0001 855182