As filed with the Securities and Exchange Commission on August 27, 1996
                      Registration No. 33-__________


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 CASMYN CORP.
            (Exact name of Registrant as specified in its charter)


           COLORADO                              84-0987840
(State or other jurisdiction of              (I.R.S. Employer
Incorporation or organization)            Identification No.)

         1335 GREG STREET. UNIT #104
              SPARKS, NEVADA                          89431
(Address of principal executive offices)           (Zip Code)



                     CASMYN CORP. 1995 STOCK OPTION PLAN
                CASMYN CORP. 1995 INCENTIVE STOCK OPTION PLAN
                          (Full title of the plans)


AMYN S. DAHYA, PRESIDENT                                    COPY TO:
     CASMYN CORP.                                   JOHN M. STEPHENSON, ESQ.
1335 GREG STREET, UNIT #104                            JENKENS & GILCHRIST,
  SPARKS, NEVADA 89431                            A PROFESSIONAL CORPORATION
     (702) 331-5524                              1445 ROSS AVENUE, SUITE 3200
                                                       DALLAS, TEXAS 75202

 (Name, address and telephone number including area code of agent for service)

<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE


TITLE OF CLASS                                   PROPOSED          PROPOSED
OF SECURITIES   AMOUNT         MAXIMUM           MAXIMUM          AMOUNT OF
   TO BE        TO BE      OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
 REGISTERED   REGISTERED(1) PER SHARE (2)(3)    PRICE (2)(3)       FEE (3)     
                         
<S>             <C>             <C>               <C>               <C>
Common Stock,
$0.04 par value
  per share      1,050,000       $14.00            $4,220,000        $1,455

<FN>

(1)  THE SECURITIES TO BE REGISTERED CONSIST OF 250,000 SHARES RESERVED FOR
     ISSUANCE UNDER THE CASMYN CORP. 1995 STOCK OPTION PLAN AND 800,000 SHARES
     RESERVED FOR ISSUANCE UNDER THE CASMYN CORP. 1995 INCENTIVE STOCK OPTION
     PLAN (COLLECTIVELY, THE "PLANS").

<PAGE>

(2)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.

(3)  CALCULATED PURSUANT TO RULE 457(C) AND (H).  ACCORDINGLY, THE PRICE
     PER SHARE OF THE COMMON STOCK OFFERED HEREUNDER PURSUANT TO THE PLANS IS
     BASED ON (I) 20,000 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE
     1995  INCENTIVE STOCK OPTION PLAN BUT NOT SUBJECT TO OUTSTANDING STOCK
     OPTIONS, AT A PRICE PER SHARE OF $14.00, WHICH IS THE AVERAGE OF THE BID
     AND ASKED PRICE PER SHARE OF COMMON STOCK ON THE 23RD DAY OF AUGUST, 1996
     ON NASD BULLETIN BOARD; (II) 4,000 SHARES OF COMMON STOCK RESERVED FOR
     ISSUANCE UNDER THE 1995 STOCK OPTION PLAN NOT SUBJECT TO OUTSTANDING STOCK
     OPTIONS,  AT THE EXERCISE PRICE OF $0.04 PER SHARE AND (III) 1,026,000
     SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLANS AND SUBJECT
     TO OUTSTANDING STOCK OPTIONS, AT THE AVERAGE EXERCISE PRICE OF $3.84 PER
     SHARE.

</FN>
</TABLE>

                                   PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference in this registration statement
the following documents previously filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):

(1)     the  Registrant's  Annual  Report  on  Form 10-KSB filed with the
    Commission for the fiscal year ended September 30, 1995;

(2)     the Registrant's Quarterly Report on Forms 10-QSB for the quarters
    ended December 31, 1995, March 31, 1996 and June 30, 1996 filed with the
    commission;

(3)     the Registrant's Reports on Form 8-K, filed with the Commission on
    November 3, 1995; February 15 and April 3, 1996; and May 30, 1996 (amended
    on Form 8-K/A on July 18, 1996;

(4)     the description of the common stock, par value $0.04 per share, of the
    Registrant (the "Common Stock") set forth in the Registration Statement on
    Form 10 filed with the Commission  including any amendment or report filed
    for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the date of this registration statement
shall be deemed to be incorporated herein by reference and to be a part hereof
from  the  date of the filing of such documents until such time as there shall
have  been filed a post-effective amendment that indicates that all securities
offered  hereby  have  been  sold or that deregisters all securities remaining
unsold at the time of such amendment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain matters with respect to the validity of the Common Stock to be offered
hereby  will  be  passed  on  for  the  Company  by  Jenkens  &  Gilchrist,  a
Professional Corporation.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation,  as  amended,  of the Registrant provide for
indemnification as follows:


(2)  Indemnification of Officers, Directors and Others.
     ------------------------------------------------------------------

     The Board of Directors of the Corporation shall have the power to:

(a)  Indemnify any person who was or is a party or is threatened to be made
     a  party  to  any  threatened,  pending  or  completed action, suit 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
     attorney's fees), judgments, fines and amounts paid in settlement actually
     and reasonably incurred by him in connection with such action, suit or
     proceeding  if  he  acted  in good faith and in a manner he reasonably
     believed to be in the best interests of the Corporation and, with respect
     to any criminal action or proceedings, had no reasonable cause to believe
     his  conduct  was  unlawful.    The termination of any action, suit or
     proceeding by judgment, order, settlement or conviction or upon a plea of
     nolo contendere or its equivalent shall not of itself create a presumption
     that  the  person  did  not act in good faith and in a manner which he
     reasonably believed to be in the best interests of the Corporation and,
     with respect to any criminal action or proceeding, had reasonable cause to
     believe that his conduct was unlawful.


<PAGE>

(b)  Indemnify any person who was or is a party or is threatened to be made
     a party to any threatened, pending or completed action or suit by or in
     the right of the Corporation to procure a judgment in its favor by reason
     of the fact that he is or was a director, officer, employee or agent of
     the Corporation, partnership, joint venture, trust or other enterprise
     against  expenses  (including attorney's fees) actually and reasonably
     incurred  by  him in connection with the defense or settlement of such
     action or suit if he acted in good faith and in a manner he reasonably
     believed  to  be  in  the  best  interests  of the Corporation; but no
     indemnification shall be made in respect of any claim, issue or matter as
     to  which such person has been adjudged to be liable for negligence or
     misconduct in the performance of his duty to the Corporation unless and
     only to the extent that the court in which such action or suit was brought
     determines upon application that, despite the adjudication of liability,
     but in view of all circumstances of the case, such person is fairly and
     reasonably entitled to indemnification for such expenses which such court
     deems proper.

(c)  Indemnify a director, officer, employee or agent of the Corporation to
     the extent that such person has been successful on the merits in defense
     of any action, suit or proceeding referred to in subparagraph (a) or (b)
     of this Paragraph 2 or in defense of any claim, issue, or matter therein,
     against  expenses  (including attorney's fees) actually and reasonably
     incurred by him in connection therewith.

(d)  Authorize  indemnification  under subparagraph (a) or (b) of this
     Paragraph  2  (unless  ordered by a court) in the specific case upon a
     determination that indemnification of the director, officer, employee or
     agent is proper in the circumstances because he has met the applicable
     standard  of  conduct set forth in said subparagraph (a) or (b).  Such
     determination shall be made by the Board of Directors by a majority vote
     of a quorum consisting of directors who were not parties to such action,
     suit  or proceeding, or, if such a quorum is not obtainable or even if
     obtainable a quorum of disinterested directors so directs, by independent
     legal counsel in a written opinion, or by the shareholders.

(e)  Authorize payment of expenses (including attorney's fees) incurred in
     defending a civil or criminal action, suit or proceeding in advance of the
     final  disposition of such action, suit or proceeding as authorized in
     subparagraph (d) of this Paragraph 2 upon receipt of an undertaking by or
     on behalf of the director, officer, employee or agent to repay such amount
     unless it is ultimately determined that he is entitled to be indemnified
     by the Corporation as authorized in this Paragraph 2.

(f)  Purchase and maintain insurance on behalf of any person who is or was
     a director, officer, employee or agent of the Corporation or who 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 any liability asserted against him and incurred
     by him in any such capacity or arising out of his status as such, whether
     or not the Corporation would have the power to indemnify him against such
     liability under the provisions of this Paragraph 2.

The indemnification provided by this Paragraph 2 shall not be deemed exclusive
of  any  other  rights  to which those indemnified may be entitled under these
Articles  of Incorporation, by the by-laws, agreement, vote of shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the  foregoing, both as to action in his official capacity and as to action in
another  capacity while holding such office, and shall continue as to a person
who  has  ceased to be a director, officer, employee or agent and shall insure
to the benefit of heirs, executors and administrators of such a person.


<PAGE>
ITEM 8.  EXHIBITS.



(a)   Exhibits.

      The following documents are filed as part of this registration statement.

EXHIBIT                                                DESCRIPTION OF EXHIBIT


4.1   Articles  of  Incorporation  of Casmyn Corp., (incorporated by reference
      to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the 
      year ended September 30, 1994.

4.2   By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to
      the Registrant's Annual Report on Form 10-K for the year ended September
      30, 1994.

4.3*  Casmyn Corp. 1995 Incentive Stock Option Plan.

4.4*  Form of Stock Option Agreement under the Casmyn Corp. 1995 Incentive 
      Stock Option Plan.

4.5*  Casmyn Corp. 1995 Stock Option Plan.

4.6*  Form of Stock Option Agreement under the Casmyn Corp. 1995 Stock 
      Option Plan.

5.1*  Opinion of Jenkens & Gilchrist, a Professional Corporation

23.1* Consent of Jenkens & Gilchrist, a Professional Corporation (included in 
      their opinion filed as Exhibit 5.1).

23.2* Consent of Deloitte & Touche LLP.


ITEM 9.  UNDERTAKINGS.


    A.  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  the  purpose  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

        (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.

    B.  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 (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to 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.

___________________

*  Filed herewith.

<PAGE>

    C.  Insofar as 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 the successful defense of any
    action,  suit  or  proceeding)  is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    Registrant will, unless in the opinion of its counsel the matter has 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.

<PAGE>
                                  SIGNATURES


Pursuant  to  the  requirements  of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds to believe that it meets all 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 Reno, Nevada, on August 26, 1996.



                                                      CASMYN CORP.

                                                      By: /s/ Amyn S. Dahya
                                                      Amyn S. Dahya, President

                           POWER OF ATTORNEY

KNOW  ALL  MEN BY THESE PRESENTS, that each individual whose signature appears
below  constitutes and appoints Amyn S. Dahya and Douglas C. Washburn his true
and  lawful  attorneys-in-fact  and agents with full power of substitution and
resubstitution,  for  him  and  in  his  name, place and stead, in any and all
capacities,  to  sign  any  and  all  amendments  (including  post-effective
amendments)  to  this  registration  statement,  and to file the same with all
exhibits,  thereto,  and  all  documents  in  connection  therewith,  with the
Securities  and  Exchange Commission, granting unto said attorneys-in-fact and
agents,  and each of them, 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  to  all  intents and purposes as he might or could do in
person,  hereby  ratifying  and confirming all that said attorneys-in-fact and
agents  or  either  of  them,  or  their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant  to  the  requirements  of  the  Securities  Act,  this  registration
statement  has  been  signed by the following persons in the capacities and on
the dates indicated.


SIGNATURE                    CAPACITY                                 DATE

                        Chairman of the Board of Directors,      
/s/ Amyn S. Dahya       President and Chief Executive Officer        8/26/96
- ----------------------  (Principal Executive Officer)              __________
                                                                             

- ----------------------  Vice Chairman of the Board of Directors         
Hanif Dahya                                                        __________

s/ Vijay Fozdar         Director                                     8/26/96
- ----------------------
Vijay Fozdar                                                       __________

/s/Douglas C. Washburn  Vice President, Secretary and Treasurer      8/26/96
- ----------------------  (Principal Financial Officer)              __________
Douglas C. Washburn                                                           

/s/ Dennis E. Welling   Controller                                   8/26/96
- ----------------------                                             __________
Dennis E. Welling                                                              

/s/ Mehdi C. Nimjee     Vice President - Metallurgy and Director     8/26/96
- ----------------------                                             __________
Mehdi C. Nimjee

/s/ Sandro Kunzle       Director                                     8/26/96
- ----------------------                                             __________
Sandro Kunzle


<PAGE>
                                 EXHIBIT INDEX
                                                               
EXHIBIT NUMBER              DOCUMENT DESCRIPTION                   
- --------------  ---------------------------------------------------------------
   4.3          Casmyn Corp. 1995 Incentive Stock Option Plan

   4.4          Form of Incentive Stock Option Agreement under the  1995 
                Qualified Employee Stock Option Plan for Casmyn Corp.

   4.5          1995 Non-Qualified Stock Option Plan for Casmyn Corp.

   4.6          Form of Non-Qualified Stock Option Agreement under the 1995 
                Non-Qualified Stock Option Plan for Casmyn Corp.

   5.1          Opinion of Jenkens & Gilchrist, a Professional Corporation

  23.1          Consent of Jenkens & Gilchrist, a Professional Corporation 
                (included in their opinion filed as Exhibit 5.1)

  23.2          Consent of Deloitte & Touche LLP
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR CASMYN", "secsgml_size_bytes": 19996}]
{"company-data": {"conformed-name": "CASMYN CORP", "cik": "0000772320", "assigned-sic": "1000", "irs-number": "840987840", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10887", "film-number": "96621378"}, "business-address": {"street1": "1335 GREG ST #104", "city": "SPARKS", "state": "NV", "zip": "89431", "phone": "7023315524"}, "mail-address": {"street1": "1335 GREG STREET", "street2": "SUITE 104", "city": "SPARKS", "state": "NV", "zip": "89431"}, "former-company": {"former-conformed-name": "SUMMA METALS CORP", "date-changed": "19940503"}}
As filed with the Securities and Exchange Commission on August 27, 1996
                      Registration No. 33-__________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 CASMYN CORP.
            (Exact name of Registrant as specified in its charter)

           COLORADO                              84-0987840
(State or other jurisdiction of              (I.R.S. Employer
Incorporation or organization)            Identification No.)

         1335 GREG STREET. UNIT #104
              SPARKS, NEVADA                          89431
(Address of principal executive offices)           (Zip Code)

                     CASMYN CORP. 1995 STOCK OPTION PLAN
                CASMYN CORP. 1995 INCENTIVE STOCK OPTION PLAN
                          (Full title of the plans)

AMYN S. DAHYA, PRESIDENT                                    COPY TO:
     CASMYN CORP.                                   JOHN M. STEPHENSON, ESQ.
1335 GREG STREET, UNIT #104                            JENKENS & GILCHRIST,
  SPARKS, NEVADA 89431                            A PROFESSIONAL CORPORATION
     (702) 331-5524                              1445 ROSS AVENUE, SUITE 3200
                                                       DALLAS, TEXAS 75202

 (Name, address and telephone number including area code of agent for service)
CALCULATION OF REGISTRATION FEE

TITLE OF CLASS                                   PROPOSED          PROPOSED
OF SECURITIES   AMOUNT         MAXIMUM           MAXIMUM          AMOUNT OF
   TO BE        TO BE      OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
 REGISTERED   REGISTERED(1) PER SHARE (2)(3)    PRICE (2)(3)       FEE (3)
Common Stock,
$0.04 par value
  per share      1,050,000       $14.00            $4,220,000        $1,455
(1)  THE SECURITIES TO BE REGISTERED CONSIST OF 250,000 SHARES RESERVED FOR
     ISSUANCE UNDER THE CASMYN CORP. 1995 STOCK OPTION PLAN AND 800,000 SHARES
     RESERVED FOR ISSUANCE UNDER THE CASMYN CORP. 1995 INCENTIVE STOCK OPTION
     PLAN (COLLECTIVELY, THE "PLANS").
(2)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.

(3)  CALCULATED PURSUANT TO RULE 457(C) AND (H).  ACCORDINGLY, THE PRICE
     PER SHARE OF THE COMMON STOCK OFFERED HEREUNDER PURSUANT TO THE PLANS IS
     BASED ON (I) 20,000 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE
     1995  INCENTIVE STOCK OPTION PLAN BUT NOT SUBJECT TO OUTSTANDING STOCK
     OPTIONS, AT A PRICE PER SHARE OF $14.00, WHICH IS THE AVERAGE OF THE BID
     AND ASKED PRICE PER SHARE OF COMMON STOCK ON THE 23RD DAY OF AUGUST, 1996
     ON NASD BULLETIN BOARD; (II) 4,000 SHARES OF COMMON STOCK RESERVED FOR
     ISSUANCE UNDER THE 1995 STOCK OPTION PLAN NOT SUBJECT TO OUTSTANDING STOCK
     OPTIONS,  AT THE EXERCISE PRICE OF $0.04 PER SHARE AND (III) 1,026,000
     SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLANS AND SUBJECT
     TO OUTSTANDING STOCK OPTIONS, AT THE AVERAGE EXERCISE PRICE OF $3.84 PER
     SHARE.
PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference in this registration statement
the following documents previously filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):

(1)     the  Registrant's  Annual  Report  on  Form 10-KSB filed with the
    Commission for the fiscal year ended September 30, 1995;

(2)     the Registrant's Quarterly Report on Forms 10-QSB for the quarters
    ended December 31, 1995, March 31, 1996 and June 30, 1996 filed with the
    commission;

(3)     the Registrant's Reports on Form 8-K, filed with the Commission on
    November 3, 1995; February 15 and April 3, 1996; and May 30, 1996 (amended
    on Form 8-K/A on July 18, 1996;

(4)     the description of the common stock, par value $0.04 per share, of the
    Registrant (the "Common Stock") set forth in the Registration Statement on
    Form 10 filed with the Commission  including any amendment or report filed
    for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the date of this registration statement
shall be deemed to be incorporated herein by reference and to be a part hereof
from  the  date of the filing of such documents until such time as there shall
have  been filed a post-effective amendment that indicates that all securities
offered  hereby  have  been  sold or that deregisters all securities remaining
unsold at the time of such amendment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain matters with respect to the validity of the Common Stock to be offered
hereby  will  be  passed  on  for  the  Company  by  Jenkens  &  Gilchrist,  a
Professional Corporation.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation,  as  amended,  of the Registrant provide for
indemnification as follows:

(2)  Indemnification of Officers, Directors and Others.
     ------------------------------------------------------------------

     The Board of Directors of the Corporation shall have the power to:

(a)  Indemnify any person who was or is a party or is threatened to be made
     a  party  to  any  threatened,  pending  or  completed action, suit 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
     attorney's fees), judgments, fines and amounts paid in settlement actually
     and reasonably incurred by him in connection with such action, suit or
     proceeding  if  he  acted  in good faith and in a manner he reasonably
     believed to be in the best interests of the Corporation and, with respect
     to any criminal action or proceedings, had no reasonable cause to believe
     his  conduct  was  unlawful.    The termination of any action, suit or
     proceeding by judgment, order, settlement or conviction or upon a plea of
     nolo contendere or its equivalent shall not of itself create a presumption
     that  the  person  did  not act in good faith and in a manner which he
     reasonably believed to be in the best interests of the Corporation and,
     with respect to any criminal action or proceeding, had reasonable cause to
     believe that his conduct was unlawful.
(b)  Indemnify any person who was or is a party or is threatened to be made
     a party to any threatened, pending or completed action or suit by or in
     the right of the Corporation to procure a judgment in its favor by reason
     of the fact that he is or was a director, officer, employee or agent of
     the Corporation, partnership, joint venture, trust or other enterprise
     against  expenses  (including attorney's fees) actually and reasonably
     incurred  by  him in connection with the defense or settlement of such
     action or suit if he acted in good faith and in a manner he reasonably
     believed  to  be  in  the  best  interests  of the Corporation; but no
     indemnification shall be made in respect of any claim, issue or matter as
     to  which such person has been adjudged to be liable for negligence or
     misconduct in the performance of his duty to the Corporation unless and
     only to the extent that the court in which such action or suit was brought
     determines upon application that, despite the adjudication of liability,
     but in view of all circumstances of the case, such person is fairly and
     reasonably entitled to indemnification for such expenses which such court
     deems proper.

(c)  Indemnify a director, officer, employee or agent of the Corporation to
     the extent that such person has been successful on the merits in defense
     of any action, suit or proceeding referred to in subparagraph (a) or (b)
     of this Paragraph 2 or in defense of any claim, issue, or matter therein,
     against  expenses  (including attorney's fees) actually and reasonably
     incurred by him in connection therewith.

(d)  Authorize  indemnification  under subparagraph (a) or (b) of this
     Paragraph  2  (unless  ordered by a court) in the specific case upon a
     determination that indemnification of the director, officer, employee or
     agent is proper in the circumstances because he has met the applicable
     standard  of  conduct set forth in said subparagraph (a) or (b).  Such
     determination shall be made by the Board of Directors by a majority vote
     of a quorum consisting of directors who were not parties to such action,
     suit  or proceeding, or, if such a quorum is not obtainable or even if
     obtainable a quorum of disinterested directors so directs, by independent
     legal counsel in a written opinion, or by the shareholders.

(e)  Authorize payment of expenses (including attorney's fees) incurred in
     defending a civil or criminal action, suit or proceeding in advance of the
     final  disposition of such action, suit or proceeding as authorized in
     subparagraph (d) of this Paragraph 2 upon receipt of an undertaking by or
     on behalf of the director, officer, employee or agent to repay such amount
     unless it is ultimately determined that he is entitled to be indemnified
     by the Corporation as authorized in this Paragraph 2.

(f)  Purchase and maintain insurance on behalf of any person who is or was
     a director, officer, employee or agent of the Corporation or who 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 any liability asserted against him and incurred
     by him in any such capacity or arising out of his status as such, whether
     or not the Corporation would have the power to indemnify him against such
     liability under the provisions of this Paragraph 2.

The indemnification provided by this Paragraph 2 shall not be deemed exclusive
of  any  other  rights  to which those indemnified may be entitled under these
Articles  of Incorporation, by the by-laws, agreement, vote of shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the  foregoing, both as to action in his official capacity and as to action in
another  capacity while holding such office, and shall continue as to a person
who  has  ceased to be a director, officer, employee or agent and shall insure
to the benefit of heirs, executors and administrators of such a person.
ITEM 8.  EXHIBITS.

(a)   Exhibits.

      The following documents are filed as part of this registration statement.

EXHIBIT                                                DESCRIPTION OF EXHIBIT

4.1   Articles  of  Incorporation  of Casmyn Corp., (incorporated by reference
      to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the 
      year ended September 30, 1994.

4.2   By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to
      the Registrant's Annual Report on Form 10-K for the year ended September
      30, 1994.

4.3*  Casmyn Corp. 1995 Incentive Stock Option Plan.

4.4*  Form of Stock Option Agreement under the Casmyn Corp. 1995 Incentive 
      Stock Option Plan.

4.5*  Casmyn Corp. 1995 Stock Option Plan.

4.6*  Form of Stock Option Agreement under the Casmyn Corp. 1995 Stock 
      Option Plan.

5.1*  Opinion of Jenkens & Gilchrist, a Professional Corporation

23.1* Consent of Jenkens & Gilchrist, a Professional Corporation (included in 
      their opinion filed as Exhibit 5.1).

23.2* Consent of Deloitte & Touche LLP.

ITEM 9.  UNDERTAKINGS.

    A.  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  the  purpose  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

        (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.

    B.  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 (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to 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.

___________________

*  Filed herewith.
C.  Insofar as 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 the successful defense of any
    action,  suit  or  proceeding)  is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    Registrant will, unless in the opinion of its counsel the matter has 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.
SIGNATURES

Pursuant  to  the  requirements  of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds to believe that it meets all 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 Reno, Nevada, on August 26, 1996.

                                                      CASMYN CORP.

                                                      By: /s/ Amyn S. Dahya
                                                      Amyn S. Dahya, President

                           POWER OF ATTORNEY

KNOW  ALL  MEN BY THESE PRESENTS, that each individual whose signature appears
below  constitutes and appoints Amyn S. Dahya and Douglas C. Washburn his true
and  lawful  attorneys-in-fact  and agents with full power of substitution and
resubstitution,  for  him  and  in  his  name, place and stead, in any and all
capacities,  to  sign  any  and  all  amendments  (including  post-effective
amendments)  to  this  registration  statement,  and to file the same with all
exhibits,  thereto,  and  all  documents  in  connection  therewith,  with the
Securities  and  Exchange Commission, granting unto said attorneys-in-fact and
agents,  and each of them, 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  to  all  intents and purposes as he might or could do in
person,  hereby  ratifying  and confirming all that said attorneys-in-fact and
agents  or  either  of  them,  or  their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant  to  the  requirements  of  the  Securities  Act,  this  registration
statement  has  been  signed by the following persons in the capacities and on
the dates indicated.

SIGNATURE                    CAPACITY                                 DATE

                        Chairman of the Board of Directors,      
/s/ Amyn S. Dahya       President and Chief Executive Officer        8/26/96
- ----------------------  (Principal Executive Officer)              __________
                                                                             

- ----------------------  Vice Chairman of the Board of Directors         
Hanif Dahya                                                        __________

s/ Vijay Fozdar         Director                                     8/26/96
- ----------------------
Vijay Fozdar                                                       __________

/s/Douglas C. Washburn  Vice President, Secretary and Treasurer      8/26/96
- ----------------------  (Principal Financial Officer)              __________
Douglas C. Washburn                                                           

/s/ Dennis E. Welling   Controller                                   8/26/96
- ----------------------                                             __________
Dennis E. Welling                                                              

/s/ Mehdi C. Nimjee     Vice President - Metallurgy and Director     8/26/96
- ----------------------                                             __________
Mehdi C. Nimjee

/s/ Sandro Kunzle       Director                                     8/26/96
- ----------------------                                             __________
Sandro Kunzle
EXHIBIT INDEX
                                                               
EXHIBIT NUMBER              DOCUMENT DESCRIPTION                   
- --------------  ---------------------------------------------------------------
   4.3          Casmyn Corp. 1995 Incentive Stock Option Plan

   4.4          Form of Incentive Stock Option Agreement under the  1995 
                Qualified Employee Stock Option Plan for Casmyn Corp.

   4.5          1995 Non-Qualified Stock Option Plan for Casmyn Corp.

   4.6          Form of Non-Qualified Stock Option Agreement under the 1995 
                Non-Qualified Stock Option Plan for Casmyn Corp.

   5.1          Opinion of Jenkens & Gilchrist, a Professional Corporation

  23.1          Consent of Jenkens & Gilchrist, a Professional Corporation 
                (included in their opinion filed as Exhibit 5.1)

  23.2          Consent of Deloitte & Touche LLP