<PAGE> 1



                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
                         October 6, 1999


                 GRAND CENTRAL SILVER MINES, INC.
      (Exact name of registrant as specified in its charter)


                              UTAH
          (State or other jurisdiction of incorporation)


0-17048                            87-0429204
(Commission File No.)              (IRS Employer ID)



                        950 Third Avenue
                            Suite 2500
                    New York, New York   10022
      (Address of principal executive offices and Zip Code)



                          (972) 306-4880
       (Registrant's telephone number, including area code)










<PAGE> 2

ITEM 5.  Other Events.

     In March 1998, the Board of Directors appointed James Young to
fill a vacancy on the Board of Directors.

     In September 1998, the Board of Directors of the Company
appointed James Young as a Vice President of the Registrant.

     In December 1998, Howard Crosby, resigned as an officer and
director of the Registrant. Mr. Crosby's resignation was not as a
result of any disagreements with the Registrant on any matter
relating to the Registrant's operations, policies or practices.

     In December 1998, the Board of Directors of the Company
appointed James Young as the Secretary of the Registrant.

     In March 1999, John Ryan resigned as an officer and director
of the Registrant. Mr. Ryan's resignation was not as a result of
any disagreements with the Registrant on any matter relating to the
Registrant's operations, policies or practices.

     In March 1999, James Young became the acting President of the
Registrant.

     In May 1999, the Board of Directors of the Company appointed
John C. Headen to fill the vacancy on the Board of Directors
created by Mr. Ryan's resignation.  Mr. Ryan was also appointed
President of the Registrant.

     In July 1999, Mr. Young was appointed Vice President and
Secretary of the Registrant.

Biographical


John C. "Skip" Headen - President and member of the Board of
Directors

     Since May 1999, Mr. Headen has been a member of the Board of
Directors of the Company.  Since September 1998, Mr. Headen has
been a member of the Board of Directors of Lynchval Systems, Inc.
Lynchval Systems is an actuarial software company, whose clients
include MIT, New York Times and Vanguard among others.  Since 1982,
Mr. Headen has been a member of the Board of Directors and founder
of Dreamer Entertainment Corporation. Dreamer Entertainment is a
production company responsible for international logistical
planning, production, sales and marketing and personnel
supervision.







<PAGE> 3

James Young - Vice President, Secretary and a member of the Board
of Directors

     Since March 1998, Mr. Young was been a member of the Board of
Directors of the Company.  Since July 1999, Mr. Young has been a
Vice President and Secretary of the Company.  From September 1998
to March 1999, Mr. Young was a Vice President of the Company.  From
December 1998 to March 1999, Mr. Young was the Secretary of the
Company.  From March 1999 to July 1999, Mr. Young was the President
of the Company.  Mr. Young is the Executive President of Universal
Resources International, an investment and merchant banking firm
based in New York City, New York.  Universal Resources specializes
in assisting small to mid-cap companies in raising capital as well
as advising them on development of their business plan.  Previous
to joining Universal Resources.  Mr. Young worked as an advisor to
China State Construction Engineering Corporation on construction
projects in the Middle East and Africa.  He has a Bachelor of
Science in Electrical Engineering from the University of the
Philippines and has completed graduate level administration and
business courses at both Yale University and Columbia.


                            SIGNATURE

     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.

                              GRAND CENTRAL SILVER MINES, INC.



                              BY: /s/ John C. Headen
                                  John C. Headen - President
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1

                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
                         October 6, 1999

                 GRAND CENTRAL SILVER MINES, INC.
      (Exact name of registrant as specified in its charter)

                              UTAH
          (State or other jurisdiction of incorporation)

0-17048                            87-0429204
(Commission File No.)              (IRS Employer ID)

                        950 Third Avenue
                            Suite 2500
                    New York, New York   10022
      (Address of principal executive offices and Zip Code)

                          (972) 306-4880
       (Registrant's telephone number, including area code)
2

ITEM 5.  Other Events.

     In March 1998, the Board of Directors appointed James Young to
fill a vacancy on the Board of Directors.

     In September 1998, the Board of Directors of the Company
appointed James Young as a Vice President of the Registrant.

     In December 1998, Howard Crosby, resigned as an officer and
director of the Registrant. Mr. Crosby's resignation was not as a
result of any disagreements with the Registrant on any matter
relating to the Registrant's operations, policies or practices.

     In December 1998, the Board of Directors of the Company
appointed James Young as the Secretary of the Registrant.

     In March 1999, John Ryan resigned as an officer and director
of the Registrant. Mr. Ryan's resignation was not as a result of
any disagreements with the Registrant on any matter relating to the
Registrant's operations, policies or practices.

     In March 1999, James Young became the acting President of the
Registrant.

     In May 1999, the Board of Directors of the Company appointed
John C. Headen to fill the vacancy on the Board of Directors
created by Mr. Ryan's resignation.  Mr. Ryan was also appointed
President of the Registrant.

     In July 1999, Mr. Young was appointed Vice President and
Secretary of the Registrant.

Biographical

John C. "Skip" Headen - President and member of the Board of
Directors

     Since May 1999, Mr. Headen has been a member of the Board of
Directors of the Company.  Since September 1998, Mr. Headen has
been a member of the Board of Directors of Lynchval Systems, Inc.
Lynchval Systems is an actuarial software company, whose clients
include MIT, New York Times and Vanguard among others.  Since 1982,
Mr. Headen has been a member of the Board of Directors and founder
of Dreamer Entertainment Corporation. Dreamer Entertainment is a
production company responsible for international logistical
planning, production, sales and marketing and personnel
supervision.
3

James Young - Vice President, Secretary and a member of the Board
of Directors

     Since March 1998, Mr. Young was been a member of the Board of
Directors of the Company.  Since July 1999, Mr. Young has been a
Vice President and Secretary of the Company.  From September 1998
to March 1999, Mr. Young was a Vice President of the Company.  From
December 1998 to March 1999, Mr. Young was the Secretary of the
Company.  From March 1999 to July 1999, Mr. Young was the President
of the Company.  Mr. Young is the Executive President of Universal
Resources International, an investment and merchant banking firm
based in New York City, New York.  Universal Resources specializes
in assisting small to mid-cap companies in raising capital as well
as advising them on development of their business plan.  Previous
to joining Universal Resources.  Mr. Young worked as an advisor to
China State Construction Engineering Corporation on construction
projects in the Middle East and Africa.  He has a Bachelor of
Science in Electrical Engineering from the University of the
Philippines and has completed graduate level administration and
business courses at both Yale University and Columbia.

                            SIGNATURE

     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.

                              GRAND CENTRAL SILVER MINES, INC.

                              BY: /s/ John C. Headen
                                  John C. Headen - President