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:  February 21, 1997




                      SISKON GOLD CORPORATION






  CALIFORNIA                    0-19502               68-0254824
(State or other               (Commission         (I.R.S. Employer
Jurisdiction of                File Number)       Identification No.)
Incorporation)





     350 CROWN POINT CIRCLE, SUITE 100, GRASS VALLEY, CA 95945
          (Address of principal executive offices)     (Zip Code)




Registrant's telephone number, including area code:  (916) 273-4311

<PAGE>

Item 9.  Sales of Equity Securities Pursuant to Regulation S.

     On February 18, 1997, the Company issued an aggregate principal amount
of $450,000 in a new series of 8% convertible debentures (the "Debentures")
due  February  1,  1999.   The  Debentures  were issued in reliance upon an
exemption from the registration provisions of  the  Securities Act of 1933,
as  amended,  provided  for  in Regulation S promulgated  thereunder.   The
Debentures were offered and sold  in an "offshore" transaction to qualified
persons who were not "U.S. Persons," as defined in Regulation S.

     At the option of the holder, the principal and accrued interest of the
Debentures is convertible into shares of the Company's Class A Common Stock
on or after forty five (45) days from  the  date  of issuance, February 18,
1997.  The conversion price of the Debentures is equal  to  the  lesser  of
seventy  five  percent  (75%)  of  the  average  closing  bid  price of the
Company's Class A Common Stock over a five (5) day trading period preceding
the date of issuance, February 18, 1997, or the date the holder  elects  to
convert.   In  addition,  the  Debentures  will  automatically convert into
shares of the Company's Class A Common Stock on the  due  date, February 1,
1999.

     The  sale  of  Debentures  in  this  transaction is unrelated  to  the
Company's  previous  sale  of  debentures, as disclosed  in  the  Company's
quarterly report on Form 10-QSB  for  the  period ended September 30, 1996.
The  Company closed that previous offering after  receiving  the  aggregate
principal amount of $500,000.


Item 7.  Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired.   Not Applicable

(b)  Pro forma financial information.    Not Applicable

(c)  Exhibits.

     4.1  Form of 8% Convertible Debenture due February 1, 1999


<PAGE>

                            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.



                                   Siskon Gold Corporation

                                   
                                   TIMOTHY A. CALLAWAY
Dated: February 21, 1997           ____________________________
                                   Timothy A. Callaway
                                   President & CEO and
                                   Chairman of the Board
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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:  February 21, 1997

                      SISKON GOLD CORPORATION

  CALIFORNIA                    0-19502               68-0254824
(State or other               (Commission         (I.R.S. Employer
Jurisdiction of                File Number)       Identification No.)
Incorporation)

     350 CROWN POINT CIRCLE, SUITE 100, GRASS VALLEY, CA 95945
          (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  (916) 273-4311
Item 9.  Sales of Equity Securities Pursuant to Regulation S.

     On February 18, 1997, the Company issued an aggregate principal amount
of $450,000 in a new series of 8% convertible debentures (the "Debentures")
due  February  1,  1999.   The  Debentures  were issued in reliance upon an
exemption from the registration provisions of  the  Securities Act of 1933,
as  amended,  provided  for  in Regulation S promulgated  thereunder.   The
Debentures were offered and sold  in an "offshore" transaction to qualified
persons who were not "U.S. Persons," as defined in Regulation S.

     At the option of the holder, the principal and accrued interest of the
Debentures is convertible into shares of the Company's Class A Common Stock
on or after forty five (45) days from  the  date  of issuance, February 18,
1997.  The conversion price of the Debentures is equal  to  the  lesser  of
seventy  five  percent  (75%)  of  the  average  closing  bid  price of the
Company's Class A Common Stock over a five (5) day trading period preceding
the date of issuance, February 18, 1997, or the date the holder  elects  to
convert.   In  addition,  the  Debentures  will  automatically convert into
shares of the Company's Class A Common Stock on the  due  date, February 1,
1999.

     The  sale  of  Debentures  in  this  transaction is unrelated  to  the
Company's  previous  sale  of  debentures, as disclosed  in  the  Company's
quarterly report on Form 10-QSB  for  the  period ended September 30, 1996.
The  Company closed that previous offering after  receiving  the  aggregate
principal amount of $500,000.

Item 7.  Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired.   Not Applicable

(b)  Pro forma financial information.    Not Applicable

(c)  Exhibits.

     4.1  Form of 8% Convertible Debenture due February 1, 1999
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.

                                   Siskon Gold Corporation

                                   
                                   TIMOTHY A. CALLAWAY
Dated: February 21, 1997           ____________________________
                                   Timothy A. Callaway
                                   President & CEO and
                                   Chairman of the Board