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) October 30, 1997

                               LEADVILLE CORPORATION
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)


    Colorado                         0-1519                         84-0388216
    --------                   -------------------                  ----------
(State or other               (Commission File No.)           (I.R.S. Employer
jurisdiction of                                            Identification No.)
incorporation)

          2851 South Parker Road, Suite 610, Aurora, Colorado 80014
          ---------------------------------------------------------
         (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (303) 671-9792
                                                    --------------


                                 Not Applicable
                     ---------------------------------------
          (Former name or former address, if changed since last report)

                                      1

<PAGE>


Item 5.  Other Events.

      Reference is made to the  Registrant's  disclosure of litigation  entitled
Mining Equipment, Inc. vs. Leadville Corporation in the Registrant's Form 10-KSB
for the Fiscal Year Ended December 31, 1996 and the Registrant's Form 10-QSB for
the Quarter Ended June 30, 1997, which  discussions are  incorporated  herein by
reference.

      On October 30, 1997, the Registrant  received a Notice of Levy, along with
a Notice of Sheriff's  Sale filed on September 29, 1997 relating to  foreclosure
procedures  concerning  the Company's  properties in Lake County,  Colorado as a
result  of a  judgment  in  favor  of  Mining  Equipment,  Inc. which  has  been
outstanding  for  several  years.  In general,  these  properties  comprise  the
Registrant's  inactive  Diamond-Resurrection  Mine as  well as the  Registrant's
Stringtown  mill site.  These  properties  consist  primarily  of  patented  and
unpatented mining claims covering approximately 2,000 of the 4,500 acres held by
the Registrant in the area ("Covered Properties").

      Under  the  foreclose procedures, unless the judgment is satisfied or the
Registrant and Mining Equipment reach a settlement, a sale of some or all of the
Covered  Properties is scheduled for December 12, 1997, and the Registrant  will
have 75 days  after that date to redeem  any sold  properties  by payment of the
sales price paid at the sale.  Management believes that the value of the Covered
Properties is significantly in excess of the judgment amount and,  accordingly,
not all of the  Covered  Properties  should be sold in the event a sale  occurs.
However,  this  result  cannot  be  assured.  As  disclosed  previously  in  the
aforementioned  Forms 10- KSB and 10-QSB, the Registrant is attempting to secure
financing to pay the judgment as well as provide for working capital.

      The  judgment has been an  outstanding  liability  of the  Registrant  for
several  years  and is one  component  that  must be  dealt  with as part of the
Registrant's current  restructuring  efforts. In the event the Registrant is not
successful  in  raising  capital  to  satisfy  the  judgment,  it  could  lose a
significant portion of its properties.

Item 7. Financial Statements and Exhibits.

      Exhibits.

      (a) None.
      (b) None.
      (c) The following exhibits are filed herewith:
            (1)   Material incorporated by  reference from the  Annual Report on
                  Form 10-KSB For the Year Ended  December  31,  1996,  "Item 3.
                  Legal Proceedings--Mining Equipment, Inc."
            (2)   Material incorporated by reference from  the Quarterly  Report
                  on Form 10-QSB For the Quarter  Ended  June 30, 1997, "Item 1.
                  Legal Proceedings--Mining Equipment, Inc."

                                     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 thereunto duly authorized.

                                     LEADVILLE CORPORATION


Date: November 11, 1997       By: /s/ John H. Gasper
                                  ------------------------------
                                  John H. Gasper, President




                                         2

<PAGE>


                                     EXHIBIT (1)

MINING EQUIPMENT, INC.

      During December 1988,  Leadville raised  financing for operations  through
the sale and lease back of certain mining and milling  equipment.  In late 1989,
due to Leadville's  lack of financial  resources,  scheduled  payments under the
agreement could not be made and the lessor of the equipment sued in the District
Court of Lake County,  Colorado to obtain financial relief and possession of the
equipment (Mining Equipment, Inc. vs. Leadville Corporation).

      During  October 1994,  Leadville  and Mining  Equipment,  Inc.  reached an
agreement to settle the case for $678,000. The plaintiff has obtained possession
of  substantially  all  mining  and  milling  equipment  subject  to  the  lease
agreements,  with the  exception  of the Diamond  Mine hoist and  certain  other
equipment.  The  plaintiff's  right to possession of the hoist is subordinate to
Leadville's  debenture  holders'  first  mortgage  position.  Leadville has been
informed  in the past that the  plaintiff  intends to obtain  possession  of the
other equipment.

      As of December 31, 1996, Leadville is obligated to Mining Equipment,  Inc.
in the amount of $796,000,  including  accrued  interest.  The plaintiff asserts
that it has the right to  foreclose  on  Leadville's  properties  to satisfy the
obligation.  Leadville  contests such assertions and, to date, the plaintiff has
not initiated any foreclosure action.

                                         3

<PAGE>


                                     EXHIBIT (2)

MINING EQUIPMENT, INC.

      During December 1988,  Leadville raised  financing for operations  through
the sale and lease back of certain mining and milling  equipment.  In late 1989,
due to Leadville's  inability to raise financing,  scheduled  payments under the
agreement could not be made and the lessor of the equipment sued in the District
Court of Lake County,  Colorado to obtain financial relief and possession of the
equipment (Mining Equipment, Inc. vs. Leadville Corporation).

      During  October 1994,  Leadville  and Mining  Equipment,  Inc.  reached an
agreement to settle the case for $678,000. The plaintiff has obtained possession
of  substantially  all  mining  and  milling  equipment  subject  to  the  lease
agreements,  with the  exception  of the Diamond  Mine hoist and  certain  other
equipment.  The  plaintiff's  right to possession of the hoist is subordinate to
Leadville's debenture holders' first mortgage position.

      As of June 30, 1997,  Leadville is obligated to Mining Equipment,  Inc. in
the amount of $823,100 including accrued interest. The plaintiff asserts that it
has the right to foreclose on Leadville's  properties to satisfy the obligation.
Leadville contests such assertions and, to date, the plaintiff has not initiated
any foreclosure action.


                                         4
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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 (Date of earliest event reported) October 30, 1997

                               LEADVILLE CORPORATION
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)

    Colorado                         0-1519                         84-0388216
    --------                   -------------------                  ----------
(State or other               (Commission File No.)           (I.R.S. Employer
jurisdiction of                                            Identification No.)
incorporation)

          2851 South Parker Road, Suite 610, Aurora, Colorado 80014
          ---------------------------------------------------------
         (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (303) 671-9792
                                                    --------------

                                 Not Applicable
                     ---------------------------------------
          (Former name or former address, if changed since last report)

                                      1
Item 5.  Other Events.

      Reference is made to the  Registrant's  disclosure of litigation  entitled
Mining Equipment, Inc. vs. Leadville Corporation in the Registrant's Form 10-KSB
for the Fiscal Year Ended December 31, 1996 and the Registrant's Form 10-QSB for
the Quarter Ended June 30, 1997, which  discussions are  incorporated  herein by
reference.

      On October 30, 1997, the Registrant  received a Notice of Levy, along with
a Notice of Sheriff's  Sale filed on September 29, 1997 relating to  foreclosure
procedures  concerning  the Company's  properties in Lake County,  Colorado as a
result  of a  judgment  in  favor  of  Mining  Equipment,  Inc. which  has  been
outstanding  for  several  years.  In general,  these  properties  comprise  the
Registrant's  inactive  Diamond-Resurrection  Mine as  well as the  Registrant's
Stringtown  mill site.  These  properties  consist  primarily  of  patented  and
unpatented mining claims covering approximately 2,000 of the 4,500 acres held by
the Registrant in the area ("Covered Properties").

      Under  the  foreclose procedures, unless the judgment is satisfied or the
Registrant and Mining Equipment reach a settlement, a sale of some or all of the
Covered  Properties is scheduled for December 12, 1997, and the Registrant  will
have 75 days  after that date to redeem  any sold  properties  by payment of the
sales price paid at the sale.  Management believes that the value of the Covered
Properties is significantly in excess of the judgment amount and,  accordingly,
not all of the  Covered  Properties  should be sold in the event a sale  occurs.
However,  this  result  cannot  be  assured.  As  disclosed  previously  in  the
aforementioned  Forms 10- KSB and 10-QSB, the Registrant is attempting to secure
financing to pay the judgment as well as provide for working capital.

      The  judgment has been an  outstanding  liability  of the  Registrant  for
several  years  and is one  component  that  must be  dealt  with as part of the
Registrant's current  restructuring  efforts. In the event the Registrant is not
successful  in  raising  capital  to  satisfy  the  judgment,  it  could  lose a
significant portion of its properties.

Item 7. Financial Statements and Exhibits.

      Exhibits.

      (a) None.
      (b) None.
      (c) The following exhibits are filed herewith:
            (1)   Material incorporated by  reference from the  Annual Report on
                  Form 10-KSB For the Year Ended  December  31,  1996,  "Item 3.
                  Legal Proceedings--Mining Equipment, Inc."
            (2)   Material incorporated by reference from  the Quarterly  Report
                  on Form 10-QSB For the Quarter  Ended  June 30, 1997, "Item 1.
                  Legal Proceedings--Mining Equipment, Inc."

                                     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 thereunto duly authorized.

                                     LEADVILLE CORPORATION

Date: November 11, 1997       By: /s/ John H. Gasper
                                  ------------------------------
                                  John H. Gasper, President

                                         2
EXHIBIT (1)

MINING EQUIPMENT, INC.

      During December 1988,  Leadville raised  financing for operations  through
the sale and lease back of certain mining and milling  equipment.  In late 1989,
due to Leadville's  lack of financial  resources,  scheduled  payments under the
agreement could not be made and the lessor of the equipment sued in the District
Court of Lake County,  Colorado to obtain financial relief and possession of the
equipment (Mining Equipment, Inc. vs. Leadville Corporation).

      During  October 1994,  Leadville  and Mining  Equipment,  Inc.  reached an
agreement to settle the case for $678,000. The plaintiff has obtained possession
of  substantially  all  mining  and  milling  equipment  subject  to  the  lease
agreements,  with the  exception  of the Diamond  Mine hoist and  certain  other
equipment.  The  plaintiff's  right to possession of the hoist is subordinate to
Leadville's  debenture  holders'  first  mortgage  position.  Leadville has been
informed  in the past that the  plaintiff  intends to obtain  possession  of the
other equipment.

      As of December 31, 1996, Leadville is obligated to Mining Equipment,  Inc.
in the amount of $796,000,  including  accrued  interest.  The plaintiff asserts
that it has the right to  foreclose  on  Leadville's  properties  to satisfy the
obligation.  Leadville  contests such assertions and, to date, the plaintiff has
not initiated any foreclosure action.

                                         3
EXHIBIT (2)

MINING EQUIPMENT, INC.

      During December 1988,  Leadville raised  financing for operations  through
the sale and lease back of certain mining and milling  equipment.  In late 1989,
due to Leadville's  inability to raise financing,  scheduled  payments under the
agreement could not be made and the lessor of the equipment sued in the District
Court of Lake County,  Colorado to obtain financial relief and possession of the
equipment (Mining Equipment, Inc. vs. Leadville Corporation).

      During  October 1994,  Leadville  and Mining  Equipment,  Inc.  reached an
agreement to settle the case for $678,000. The plaintiff has obtained possession
of  substantially  all  mining  and  milling  equipment  subject  to  the  lease
agreements,  with the  exception  of the Diamond  Mine hoist and  certain  other
equipment.  The  plaintiff's  right to possession of the hoist is subordinate to
Leadville's debenture holders' first mortgage position.

      As of June 30, 1997,  Leadville is obligated to Mining Equipment,  Inc. in
the amount of $823,100 including accrued interest. The plaintiff asserts that it
has the right to foreclose on Leadville's  properties to satisfy the obligation.
Leadville contests such assertions and, to date, the plaintiff has not initiated
any foreclosure action.

                                         4