<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                          VANDERBILT GOLD CORPORATION
              (Exact name of Registrant as specified in its charter)


               DELAWARE                          88-0224117
    (State of incorporation)           (I.R.S. Employer Identification No.)

                      4625 WYNN ROAD, SUITE 103, BLDG. C
                            LAS VEGAS, NEVADA 89103
                    (Address of principal executive offices)

                                ----------------

                             1989 STOCK OPTION PLAN
                            (Full title of the Plans)

                                ----------------


                                 KEITH W. FEGERT
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           VANDERBILT GOLD CORPORATION
                         4625 WYNN ROAD, SUITE 103, BLDG. C
                              LAS VEGAS, NEVADA 89103
                                  (702) 362-3152
(Name, address and telephone number, including area code, of agent for service)

                                ----------------

                                    Copy to:

                               David A. Garcia, Esq.
              Hale, Lane, Peek, Dennison, Howard, Anderson and Pearl
                            A Professional Corporation
                        100 West Liberty Street, 10th Floor
                                 Reno, Nevada 89501
                                   (702) 786-7900


--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                    Proposed           Proposed
                                                  Maximum           Maximum             Maximum         Amount of
                                                Amount to be     Offering Price        Aggregate      Registration
Title of Securities to be Registered            Registered(1)      Per Share         Offering Price        Fee
------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>                  <C>              <C>
    1989 STOCK OPTION PLAN

        Common Stock, $0.01 par value. . . .   265,000 Shares       $ 0.08 (2)         $   21,200

        Common Stock, $0.01 par value  . . .   235,000 Shares       $ 0.16 (3)         $   37,600
                                               --------------                          ------------

                TOTAL                          500,000 Shares                          $   58,800           $18

</TABLE>

-----------------------
(1) This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under any of the Plans being
         registered pursuant to this Registration Statement by reason of any
         stock dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which
         results in an increase in the number of the Registrant's outstanding
         shares of Common Stock.

(2) Computed in accordance with Rule 457(h) under the Securities Act solely for
         the purpose of calculating the registration fee.  Computation based on
         the weighted average per share exercise price (rounded to nearest
         cent) of outstanding options under the referenced plan, the shares
         issuable under which are registered hereby.

(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
         for the purpose of calculating the registration fee.  The computation
         with respect to unissued options is based upon the average of the bid
         and ask prices of the Common Stock on September 23, 1997.

                                          2
<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange 
Commission (the "COMMISSION") are hereby incorporated by reference:

         (a)  The Registrant's Annual Report on Form 10-K for the year ended 
December 31, 1996, filed pursuant to Section 13 of the Securities Exchange 
Act of 1934, as amended (the "1934 ACT"), which contains audited financial 
statements for the Registrant's latest fiscal year for which such statements 
have been filed.

         (b)  The Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1997 and June 30, 1997, each pursuant to Section 13 
of the 1934 Act.

         (c)  The description of the Registrant's Common Stock contained in 
the Registrant's Registration Statement on Form 8-A filed with the Commission 
under Section 12 of the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), 
including any amendment or report filed for the purpose of updating such 
description.

         All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment which indicates that all securities offered 
hereby have been sold or which deregisters all securities then remaining 
unsold, shall be deemed to be incorporated by reference in this Registration 
Statement and to be part hereof from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES.  Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Certificate of Incorporation of the Company, as amended, 
provides that no director of the Company shall be personally liable to the 
Company or its stockholders for monetary damages for any breach of fiduciary 
duty as a director, except: (i) for any breach of the duty of loyalty to the 
Company or its stockholders, (ii) for acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law, (iii) for 
liability under Section 174 of the Delaware General Corporation Law 
(involving certain unlawful dividends or stock repurchases) or (iv) for any 
transaction from which the director derived an improper personal benefit.  
The Certificate further provides that if the Delaware General Corporation Law 
is hereafter amended to authorize the further elimination or limitation of 
the liability of a director, then the liability of a director of the Company 
shall be eliminated or limited to the fullest extent permitted by the 
Delaware General Corporation Law, as so amended.

         Under Section 145 of the Delaware General Corporation Law, a 
corporation may indemnify any person who was or is a party or is threatened 
to be made a party to any threatened, pending or completed action, suite or 
proceeding, whether civil, criminal, administrative or investigative (other 
than an action by or in the right of the corporation) by reason of the fact 
that he is or  was a director, officer, employee or agent of the corporation, 
or is or was serving at the request of the corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred by such person in connection with such action, suit or 
proceeding (i) if such person acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
corporation and (ii) in connection with any criminal action or proceeding, if 
he had no reasonable cause to believe such conduct was unlawful.  In actions 
brought by or in the right of a corporation, a corporation may indemnify such 
person against expenses (including attorneys' fees) actually and reasonably 
incurred by such person in connection with the defense or settlement of such 
action or suit if such person acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
corporation, except that no indemnification may be made in respect to any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable for negligence or misconduct in the

                                          3
<PAGE>

performance of his duty to the corporation unless and only to the extent that
that Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which the Court of Chancery or other such court shall deem proper.  To the
extent that such person has been successful on the merits or otherwise in
defending any such action, suit or proceeding referred to above or any claim,
issue or matter therein, he is entitled to indemnification for reasonable
expenses (including attorneys' fees).  The indemnification and advancement of
expenses provided for, or granted pursuant to, Section 145 is not exclusive of
any other rights of indemnification or advancement of expenses, and a
corporation may maintain insurance against liabilities for which indemnification
is not expressly provided by the statute.

         The Bylaws of the Company provide that: (i) the Company is required 
to indemnify its officers and directors to the fullest extent permitted by 
law, including those circumstances in which indemnification would otherwise 
be discretionary; (ii) the Company is required to advance expenses to its 
officers and directors as incurred, provided that they undertake to repay the 
amount advanced if it is ultimately determined that they are not entitled to 
indemnification; (iii) an officer or director may bring suit against the 
Company if a claim for indemnification is not timely paid; and (iv) the 
Company may not reroactively amend the Bylaw provision in a way which is 
adverse to its officers or directors or former officers and directors.  
Moreover, the Bylaws provide that the Company must maintain insurance to the 
extent reasonably available, at its expense, to rpotect itself and any 
director, officer, employee or agent of the Company against any such loss, 
expense or liability whether or not the Company would have the power to 
indemnify such person against such loss, expense or liability.  Due to the 
prohibitive cost of such insurance, the Company does not maintain an 
officers' and directors' liability insurance policy insuring the Company's 
officers and directors against certain liabilities and expenses insurred by 
them as such.  In addition, the Bylaws of the Company authorize it to enter 
into indemnification agreements with its directors, officers, employees or 
agent.  Although the Company has no present intention of entering into 
indemnification agreemtns, it may do so in the future.

         Insofar as indemnification for liabilities arising under the 1933 
Act may be permitted to directors, officers or persons controlling the 
Company pursuant to the foregoing provisions, the Company has been informed 
that, in the opinion of the Commission, such indemnification is against 
public policy as expressed in the 1933 Act and is therefore unenforceable.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.  EXHIBITS.

                  4.1   1989 Stock Option Plan, as amended to date.

                  5.1   Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson
                        and Pearl.

                 23.1   Consent of Hale, Lane, Peek, Dennison, Howard, Anderson
                        and Pearl (included in Exhibit 5.1).

                 23.2   Consent of Independent Auditor (see p. 7).

                 24.1   Powers of Attorney (see p. 6).

---------------

Item 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

            (1)  to file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement to 
include any material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material change to 
such information in the registration statement;

            (2)  that, for purposes of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a 
new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; and

                                          4
<PAGE>

            (3)  to remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as the indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in a successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered hereunder, the Registrant 
will, unless in the opinion of its counsel the question has already been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question of whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by the 
final adjudication of such issue.

                               [Signature Page Follows]

                                          5
<PAGE>

                                      SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the 
Registrant, Vanderbilt Gold Corporation, a corporation organized and existing 
under the laws of the State of Delaware, certifies that it has reasonable 
grounds to believe that it meets all of the requirements for filing on Form 
S-8 and has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of Las 
Vegas, State of Nevada, on this 26th day of September, 1997.

                                       VANDERBILT GOLD CORPORATION

                                       By: /s/ KEITH W. FEGERT
                                          -------------------------------------
                                          KEITH W. FEGERT
                                          President and Chief Financial Officer


                                  POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Keith W. Fegert and Howard T. Urband, 
jointly and severally, his or her attorneys-in-fact and agents, each with the 
power of substitution and resubstitution, for him or her and in his or her 
name, place or stead, in any and all capacities, to sign any amendments to 
this Registration Statement on Form S-8, and to file such amendments, 
together with exhibits and other documents in connection therewith, with the 
Securities and Exchange Commission, granting to each attorney-in-fact and 
agent, full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
as he or she might or could do in person, and ratifying and confirming all 
that the attorneys-in-fact and agents, or his or her substitute or 
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
        SIGNATURE                                TITLE                               DATE
<S>                               <C>                                          <C>

/s/ Keith W. Fegert               President, Chief Financial Officer,          September 26, 1997
-----------------------------     Financial and Accounting, and Director
KEITH W. FEGERT


/s/ Howard T. Urband              Vice President and Director                  September 26, 1997
-----------------------------
HOWARD T. URBAND


/s/ Tom D. Scott                  Chairman of the Board of Directors           September 26, 1997
-----------------------------
TOM D. SCOTT


/s/ Barry L. Adams                Director                                     September 26, 1997
-----------------------------
BARRY L. ADAMS


/s/ Ted E. Slanker                Director                                     September 26, 1997
-----------------------------
TED E. SLANKER

</TABLE>

                                          6
<PAGE>

                       CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT



         I consent to the incorporation by reference in the Registration 
Statement on Form S-8 herein of my report dated April 14, 1997 related to the 
consolidated Statement of Operations, changes in shareholders' equity and 
cash flows of Vanderbilt Gold Corporation and subsidiaries for each of the 
years in the three-year period ended December 31, 1996, which report appears 
in the December 31, 1996 annual report on Form 10-K of Vanderbilt Gold 
Corporation.

Sherman Oaks, California
September 26, 1997
                                       /s/ Keith Rosen
                                       ------------------------------
                                       KEITH ROSEN


                                          7
<PAGE>

                                  INDEX TO EXHIBITS


Exhibit
Number
-------

  4.1    1989 Stock Option Plan, as amended to date.

  5.1    Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson and Pearl.

 23.1    Consent of Hale, Lane, Peek, Dennison, Howard, Anderson and Pearl
         (included in Exhibit 5.1).

 23.2    Consent of Independent Auditor (see p. 7).

 24.1    Powers of Attorney (see p. 6).



                                          8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20072}]
{"company-data": {"conformed-name": "VANDERBILT GOLD CORP", "cik": "0000102854", "assigned-sic": "1040", "irs-number": "880224117", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36825", "film-number": "97688835"}, "business-address": {"street1": "4625 WYNN ROAD STE 103", "street2": "BUILDING C", "city": "LAS VEGAS", "state": "NV", "zip": "89103", "phone": "7023623152"}, "mail-address": {"street1": "4625 WYNN RD", "street2": "STE 103", "city": "LAS VEGAS", "state": "NV", "zip": "89103"}, "former-company": {"former-conformed-name": "HEAVY METALS TECHNOLOGY CORP", "date-changed": "19710624"}}
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                          VANDERBILT GOLD CORPORATION
              (Exact name of Registrant as specified in its charter)

               DELAWARE                          88-0224117
    (State of incorporation)           (I.R.S. Employer Identification No.)

                      4625 WYNN ROAD, SUITE 103, BLDG. C
                            LAS VEGAS, NEVADA 89103
                    (Address of principal executive offices)

                                ----------------

                             1989 STOCK OPTION PLAN
                            (Full title of the Plans)

                                ----------------

                                 KEITH W. FEGERT
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           VANDERBILT GOLD CORPORATION
                         4625 WYNN ROAD, SUITE 103, BLDG. C
                              LAS VEGAS, NEVADA 89103
                                  (702) 362-3152
(Name, address and telephone number, including area code, of agent for service)

                                ----------------

                                    Copy to:

                               David A. Garcia, Esq.
              Hale, Lane, Peek, Dennison, Howard, Anderson and Pearl
                            A Professional Corporation
                        100 West Liberty Street, 10th Floor
                                 Reno, Nevada 89501
                                   (702) 786-7900

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed           Proposed
                                                  Maximum           Maximum             Maximum         Amount of
                                                Amount to be     Offering Price        Aggregate      Registration
Title of Securities to be Registered            Registered(1)      Per Share         Offering Price        Fee
------------------------------------------------------------------------------------------------------------------------
1989 STOCK OPTION PLAN

        Common Stock, $0.01 par value. . . .   265,000 Shares       $ 0.08 (2)         $   21,200

        Common Stock, $0.01 par value  . . .   235,000 Shares       $ 0.16 (3)         $   37,600
                                               --------------                          ------------

                TOTAL                          500,000 Shares                          $   58,800           $18
-----------------------
(1) This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under any of the Plans being
         registered pursuant to this Registration Statement by reason of any
         stock dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which
         results in an increase in the number of the Registrant's outstanding
         shares of Common Stock.

(2) Computed in accordance with Rule 457(h) under the Securities Act solely for
         the purpose of calculating the registration fee.  Computation based on
         the weighted average per share exercise price (rounded to nearest
         cent) of outstanding options under the referenced plan, the shares
         issuable under which are registered hereby.

(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
         for the purpose of calculating the registration fee.  The computation
         with respect to unissued options is based upon the average of the bid
         and ask prices of the Common Stock on September 23, 1997.

                                          2
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange 
Commission (the "COMMISSION") are hereby incorporated by reference:

         (a)  The Registrant's Annual Report on Form 10-K for the year ended 
December 31, 1996, filed pursuant to Section 13 of the Securities Exchange 
Act of 1934, as amended (the "1934 ACT"), which contains audited financial 
statements for the Registrant's latest fiscal year for which such statements 
have been filed.

         (b)  The Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1997 and June 30, 1997, each pursuant to Section 13 
of the 1934 Act.

         (c)  The description of the Registrant's Common Stock contained in 
the Registrant's Registration Statement on Form 8-A filed with the Commission 
under Section 12 of the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), 
including any amendment or report filed for the purpose of updating such 
description.

         All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment which indicates that all securities offered 
hereby have been sold or which deregisters all securities then remaining 
unsold, shall be deemed to be incorporated by reference in this Registration 
Statement and to be part hereof from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES.  Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Certificate of Incorporation of the Company, as amended, 
provides that no director of the Company shall be personally liable to the 
Company or its stockholders for monetary damages for any breach of fiduciary 
duty as a director, except: (i) for any breach of the duty of loyalty to the 
Company or its stockholders, (ii) for acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law, (iii) for 
liability under Section 174 of the Delaware General Corporation Law 
(involving certain unlawful dividends or stock repurchases) or (iv) for any 
transaction from which the director derived an improper personal benefit.  
The Certificate further provides that if the Delaware General Corporation Law 
is hereafter amended to authorize the further elimination or limitation of 
the liability of a director, then the liability of a director of the Company 
shall be eliminated or limited to the fullest extent permitted by the 
Delaware General Corporation Law, as so amended.

         Under Section 145 of the Delaware General Corporation Law, a 
corporation may indemnify any person who was or is a party or is threatened 
to be made a party to any threatened, pending or completed action, suite or 
proceeding, whether civil, criminal, administrative or investigative (other 
than an action by or in the right of the corporation) by reason of the fact 
that he is or  was a director, officer, employee or agent of the corporation, 
or is or was serving at the request of the corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred by such person in connection with such action, suit or 
proceeding (i) if such person acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
corporation and (ii) in connection with any criminal action or proceeding, if 
he had no reasonable cause to believe such conduct was unlawful.  In actions 
brought by or in the right of a corporation, a corporation may indemnify such 
person against expenses (including attorneys' fees) actually and reasonably 
incurred by such person in connection with the defense or settlement of such 
action or suit if such person acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
corporation, except that no indemnification may be made in respect to any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable for negligence or misconduct in the

                                          3
performance of his duty to the corporation unless and only to the extent that
that Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which the Court of Chancery or other such court shall deem proper.  To the
extent that such person has been successful on the merits or otherwise in
defending any such action, suit or proceeding referred to above or any claim,
issue or matter therein, he is entitled to indemnification for reasonable
expenses (including attorneys' fees).  The indemnification and advancement of
expenses provided for, or granted pursuant to, Section 145 is not exclusive of
any other rights of indemnification or advancement of expenses, and a
corporation may maintain insurance against liabilities for which indemnification
is not expressly provided by the statute.

         The Bylaws of the Company provide that: (i) the Company is required 
to indemnify its officers and directors to the fullest extent permitted by 
law, including those circumstances in which indemnification would otherwise 
be discretionary; (ii) the Company is required to advance expenses to its 
officers and directors as incurred, provided that they undertake to repay the 
amount advanced if it is ultimately determined that they are not entitled to 
indemnification; (iii) an officer or director may bring suit against the 
Company if a claim for indemnification is not timely paid; and (iv) the 
Company may not reroactively amend the Bylaw provision in a way which is 
adverse to its officers or directors or former officers and directors.  
Moreover, the Bylaws provide that the Company must maintain insurance to the 
extent reasonably available, at its expense, to rpotect itself and any 
director, officer, employee or agent of the Company against any such loss, 
expense or liability whether or not the Company would have the power to 
indemnify such person against such loss, expense or liability.  Due to the 
prohibitive cost of such insurance, the Company does not maintain an 
officers' and directors' liability insurance policy insuring the Company's 
officers and directors against certain liabilities and expenses insurred by 
them as such.  In addition, the Bylaws of the Company authorize it to enter 
into indemnification agreements with its directors, officers, employees or 
agent.  Although the Company has no present intention of entering into 
indemnification agreemtns, it may do so in the future.

         Insofar as indemnification for liabilities arising under the 1933 
Act may be permitted to directors, officers or persons controlling the 
Company pursuant to the foregoing provisions, the Company has been informed 
that, in the opinion of the Commission, such indemnification is against 
public policy as expressed in the 1933 Act and is therefore unenforceable.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.  EXHIBITS.

                  4.1   1989 Stock Option Plan, as amended to date.

                  5.1   Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson
                        and Pearl.

                 23.1   Consent of Hale, Lane, Peek, Dennison, Howard, Anderson
                        and Pearl (included in Exhibit 5.1).

                 23.2   Consent of Independent Auditor (see p. 7).

                 24.1   Powers of Attorney (see p. 6).

---------------

Item 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

            (1)  to file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement to 
include any material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material change to 
such information in the registration statement;

            (2)  that, for purposes of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a 
new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; and

                                          4
(3)  to remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as the indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in a successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered hereunder, the Registrant 
will, unless in the opinion of its counsel the question has already been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question of whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by the 
final adjudication of such issue.

                               [Signature Page Follows]

                                          5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the 
Registrant, Vanderbilt Gold Corporation, a corporation organized and existing 
under the laws of the State of Delaware, certifies that it has reasonable 
grounds to believe that it meets all of the requirements for filing on Form 
S-8 and has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of Las 
Vegas, State of Nevada, on this 26th day of September, 1997.

                                       VANDERBILT GOLD CORPORATION

                                       By: /s/ KEITH W. FEGERT
                                          -------------------------------------
                                          KEITH W. FEGERT
                                          President and Chief Financial Officer

                                  POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Keith W. Fegert and Howard T. Urband, 
jointly and severally, his or her attorneys-in-fact and agents, each with the 
power of substitution and resubstitution, for him or her and in his or her 
name, place or stead, in any and all capacities, to sign any amendments to 
this Registration Statement on Form S-8, and to file such amendments, 
together with exhibits and other documents in connection therewith, with the 
Securities and Exchange Commission, granting to each attorney-in-fact and 
agent, full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
as he or she might or could do in person, and ratifying and confirming all 
that the attorneys-in-fact and agents, or his or her substitute or 
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.
SIGNATURE                                TITLE                               DATE
/s/ Keith W. Fegert               President, Chief Financial Officer,          September 26, 1997
-----------------------------     Financial and Accounting, and Director
KEITH W. FEGERT

/s/ Howard T. Urband              Vice President and Director                  September 26, 1997
-----------------------------
HOWARD T. URBAND

/s/ Tom D. Scott                  Chairman of the Board of Directors           September 26, 1997
-----------------------------
TOM D. SCOTT

/s/ Barry L. Adams                Director                                     September 26, 1997
-----------------------------
BARRY L. ADAMS

/s/ Ted E. Slanker                Director                                     September 26, 1997
-----------------------------
TED E. SLANKER
6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT

         I consent to the incorporation by reference in the Registration 
Statement on Form S-8 herein of my report dated April 14, 1997 related to the 
consolidated Statement of Operations, changes in shareholders' equity and 
cash flows of Vanderbilt Gold Corporation and subsidiaries for each of the 
years in the three-year period ended December 31, 1996, which report appears 
in the December 31, 1996 annual report on Form 10-K of Vanderbilt Gold 
Corporation.

Sherman Oaks, California
September 26, 1997
                                       /s/ Keith Rosen
                                       ------------------------------
                                       KEITH ROSEN

                                          7
INDEX TO EXHIBITS

Exhibit
Number
-------

  4.1    1989 Stock Option Plan, as amended to date.

  5.1    Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson and Pearl.

 23.1    Consent of Hale, Lane, Peek, Dennison, Howard, Anderson and Pearl
         (included in Exhibit 5.1).

 23.2    Consent of Independent Auditor (see p. 7).

 24.1    Powers of Attorney (see p. 6).

                                          8