UNITED STATES
               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 (Date of earliest event reported) November 2, 1995
                                

                 Commission file number 0-16734


                    C.E.C. INDUSTRIES CORP.
       (Exact name of registrant as specified in charter)

          Nevada                                  87-0217252
(State of other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification Number)

23 Cactus Garden Drive, F-60
Green Valley (Henderson), Nevada                  89014
(Address of Principal Executive Office)         (Zip Code)

                         (702) 436-2500
      (Registrant's Telephone Number, Including Area Code)

                           Copies To:
                  Donald J. Stoecklein, Esq.
                        Attorney at Law
                  23 Cactus Garden Drive, F-60
                    Henderson, Nevada 89014
                          (702)436-2530

<PAGE>

C.E.C. INDUSTRIES CORP.  PAGE 2


Item No. 1.   Changes in Control of Registrant.

     No events to report

Item No. 2.   Acquisition or Disposition of Assets.

      On  February  4, 1994, the Company purchased  approximately
23.91  acres  of  undeveloped land  in  Las  Vegas,  Nevada,  for
$3,327,158.   Part  of the consideration was  600,000  shares  of
preferred  stock  (the  "Preferred Stock")  at  $4.00  per  share
convertible,  after  two years to common stock  at  a  guaranteed
"bid" price of not less than $4.00 per share.  Pursuant  to  the
terms  of  the agreement, in the event the "bid" price  was  less
than  the stated $4.00 per share at the time in which the  shares
are  offered for conversion, the Company was obligated  to  issue
additonal  common  stock to satisfy any shortfall.   Due  to  the
substantial  dilution which was anticipated to have  occurred  in
February   of  1996 as the result of the conversion, the  Company
negotiated  for  a  modification of  the  agreement  wherein  the
Preferred   Stock   was  exchanged  for  non-convertible   voting
preferred stock, in addition to certain real property assets.

      Fernando Aldecoa, et al. v. Softpoint, Inc., United  States
District  Court,  Southern District of  California,  Case  Number
951654H(LSP).   An  action  brought by  shareholders  of  another
public company wherein CEC Industries Corp. ("CEC") is alleged to
be  an  alter ego of the other public company.  Counsel  for  CEC
will be responding to the lawsuit and at this date intend to file
the appropriate motions to dismiss the case based upon a lack  of
merit.

      The  Walter Company v. McHaffie, et al., Superior Court  of
the  State  of  California for the County of  Los  Angeles,  Case
Number  BC  135322.   An action brought by  the  owners  of  real
property  wherein  CEC  Industries Corp. is  a  limited  partner.
Counsel for CEC is of the opinion that the Company's status as  a
limited  partner  should be up-held and thus the  Company  should
avoid any liability under the lawsuit.

Item No. 3   Bankruptcy or Receivership.

     No events to report.

Item No. 4 Changes in Registrant's Certifying Accountant

     No events to report.

Item No. 5. Other Events.

      On  December  4, 1995, the Company received  correspondence
from NASD indicating that the NASDAQ Hearing Review Committee has
remanded the Company's matter pertaining to its delisting back to
the Qualifications Committee "so that the Company


<PAGE>

C.E.C. INDUSTRIES CORP.  PAGE 3

may  resolve any discrepancy in the size of the public float  for
the  period  of July 15, 1995 through September 4,  1995  to  the
satisfaction  of NASDAQ staff, and thereby resolve the  Company's
argument  that it met the alternative to the bid price  prior  to
its delisting."

Item No. 6.  Resignation of Registrant's Directors.

     No events to report.

Item  No. 7.  Financial Statement, Proforma Financial Information
and Exhibits.

     None


                           SIGNATURES

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

C.E.C. INDUSTRIES CORP.

By:\s\Richard C. Cope                  Dated: December 11, 1995
   ---------------------
      Richard C. Cope, President
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{"company-data": {"conformed-name": "CEC INDUSTRIES CORP", "cik": "0000054175", "assigned-sic": "6792", "irs-number": "870217252", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16734", "film-number": "95600795"}, "business-address": {"street1": "23 CACTUS GARDEN DR F 60", "city": "GREEN VALLEY (HENDER", "state": "NV", "zip": "89014", "phone": "7024362500"}, "mail-address": {"street1": "23 CACTUS GARDEN DRIVE", "city": "HENDERSON", "state": "NV", "zip": "89014"}, "former-company": {"former-conformed-name": "JUSTHEIM PETROLEUM CO", "date-changed": "19870115"}}
UNITED STATES
               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 (Date of earliest event reported) November 2, 1995
                                

                 Commission file number 0-16734

                    C.E.C. INDUSTRIES CORP.
       (Exact name of registrant as specified in charter)

          Nevada                                  87-0217252
(State of other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification Number)

23 Cactus Garden Drive, F-60
Green Valley (Henderson), Nevada                  89014
(Address of Principal Executive Office)         (Zip Code)

                         (702) 436-2500
      (Registrant's Telephone Number, Including Area Code)

                           Copies To:
                  Donald J. Stoecklein, Esq.
                        Attorney at Law
                  23 Cactus Garden Drive, F-60
                    Henderson, Nevada 89014
                          (702)436-2530
C.E.C. INDUSTRIES CORP.  PAGE 2

Item No. 1.   Changes in Control of Registrant.

     No events to report

Item No. 2.   Acquisition or Disposition of Assets.

      On  February  4, 1994, the Company purchased  approximately
23.91  acres  of  undeveloped land  in  Las  Vegas,  Nevada,  for
$3,327,158.   Part  of the consideration was  600,000  shares  of
preferred  stock  (the  "Preferred Stock")  at  $4.00  per  share
convertible,  after  two years to common stock  at  a  guaranteed
"bid" price of not less than $4.00 per share.  Pursuant  to  the
terms  of  the agreement, in the event the "bid" price  was  less
than  the stated $4.00 per share at the time in which the  shares
are  offered for conversion, the Company was obligated  to  issue
additonal  common  stock to satisfy any shortfall.   Due  to  the
substantial  dilution which was anticipated to have  occurred  in
February   of  1996 as the result of the conversion, the  Company
negotiated  for  a  modification of  the  agreement  wherein  the
Preferred   Stock   was  exchanged  for  non-convertible   voting
preferred stock, in addition to certain real property assets.

      Fernando Aldecoa, et al. v. Softpoint, Inc., United  States
District  Court,  Southern District of  California,  Case  Number
951654H(LSP).   An  action  brought by  shareholders  of  another
public company wherein CEC Industries Corp. ("CEC") is alleged to
be  an  alter ego of the other public company.  Counsel  for  CEC
will be responding to the lawsuit and at this date intend to file
the appropriate motions to dismiss the case based upon a lack  of
merit.

      The  Walter Company v. McHaffie, et al., Superior Court  of
the  State  of  California for the County of  Los  Angeles,  Case
Number  BC  135322.   An action brought by  the  owners  of  real
property  wherein  CEC  Industries Corp. is  a  limited  partner.
Counsel for CEC is of the opinion that the Company's status as  a
limited  partner  should be up-held and thus the  Company  should
avoid any liability under the lawsuit.

Item No. 3   Bankruptcy or Receivership.

     No events to report.

Item No. 4 Changes in Registrant's Certifying Accountant

     No events to report.

Item No. 5. Other Events.

      On  December  4, 1995, the Company received  correspondence
from NASD indicating that the NASDAQ Hearing Review Committee has
remanded the Company's matter pertaining to its delisting back to
the Qualifications Committee "so that the Company
C.E.C. INDUSTRIES CORP.  PAGE 3

may  resolve any discrepancy in the size of the public float  for
the  period  of July 15, 1995 through September 4,  1995  to  the
satisfaction  of NASDAQ staff, and thereby resolve the  Company's
argument  that it met the alternative to the bid price  prior  to
its delisting."

Item No. 6.  Resignation of Registrant's Directors.

     No events to report.

Item  No. 7.  Financial Statement, Proforma Financial Information
and Exhibits.

     None

                           SIGNATURES

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

C.E.C. INDUSTRIES CORP.

By:\s\Richard C. Cope                  Dated: December 11, 1995
   ---------------------
      Richard C. Cope, President