As filed with the Securities and Exchange Commission on  October 20, 1995.

                                      Registration No. 33-_______




               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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


                           USMX, INC.
     (Exact name of registrant as specified in its charter)


         Delaware                                   84-1076625
(State of other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)


                 141 Union Boulevard, Suite 100
                       Lakewood, Colorado 80228
  (Address of principal executive offices, including zip code)


                         (303) 985-4665
      (Registrant's telephone number, including area code)


                           USMX, INC.
                     1987 STOCK OPTION PLAN
                    (Full title of the Plan)


                         James A. Knox
                 141 Union Boulevard, Suite 100
                    Lakewood, Colorado 80228
                         (303) 985-4665
   (Name, address and telephone number of agent for service)


                            Copy to:

                    Robert M. Bearman, Esq.
                  Bearman Talesnick & Clowdus
                    Professional Corporation
                  1200 17th Street, Suite 2600
                     Denver, Colorado 80202
                         (303) 572-6500
                CALCULATION OF REGISTRATION FEE

<PAGE>

                                    Proposed    Proposed
Title of                            maximum     maximum
Securities        Amount            offering    aggregate   Amount of
to be             to be             price per   offering    registration
Registered        Registered(1)     Share(2)     price       fee(1)

Common Stock      800,000           $2.00       $1,600,000  $ 551.73
$.001 par value   shares


(1)  Consists of 800,000 shares issuable pursuant to the Company's 1987 Stock
     Option Plan.

(2)  Calculated based upon the last reported sale price of the Company's Common
     Stock on October 16, 1995 on the NASDAQ National Market System.


<PAGE>

                 USMX, INC. STOCK OPTION PLANS

     This Registration Statement relates to 800,000 shares of common stock,
$.001 par value (the "Common Stock") of USMX, Inc.  (the "Company") issuable
upon the exercise of stock options which have been granted or may be granted to
employees of the Company and its Subsidiaries pursuant to the Company's 1987
Stock Option Plan (the "1987 Plan"). The 1987 Plan, as initially adopted
effective as of May 5, 1987, reserved for issuance 400,000 shares of Common
Stock.  The Company previously filed a Registration Statement on Form S-8
(Registration No. 33-16195) for the 400,000 shares of Common Stock originally
reserved for issuance under the 1987 Plan.  Effective as of October 13, 1989,
the Company increased by 400,000 (for a total of 800,000) the number of shares
issuable pursuant to the 1987 Plan and filed a Registration Statement on Form S-
8 (Registration No. 33-38855) for the additional 400,000 shares reserved for
issuance under the 1987 Plan.  Effective as of February 19, 1992, the Company
increased by 400,000 (for a total of 1,200,000) the number of shares issuable
pursuant to the 1987 Plan and filed a Registration Statement on Form S-8
(Registration No. 33-49392) for the additional 400,000 shares reserved for
issuance under the 1987 Plan.  Effective August 5, 1994, the Company increased
by 800,000 (for a total of 2,000,000) the number of shares issuable pursuant to
the 1987 Plan and this Registration Statement covers the additional 800,000
shares reserved for issuance under the 1987 Plan.

     Effective as of October 7, 1991, the Company adopted its  Non-
Discretionary Stock Option Plan (the "Non-Discretionary Plan") pursuant to
which the Company may issue options to purchase up to 500,000 shares of its
common stock to non-employee directors of the Company.  The Company previously
filed a Registration Statement on Form S-8 (Registration No. 33-49392) for the
500,000 shares of common stock reserved for issuance under the Non-
Discretionary Plan.

     This Registration Statement also includes a reoffer prospectus (the
"Reoffer Prospectus") which covers 676,750 shares of Common Stock which may be
acquired by certain persons on the exercise of options granted to them pursuant
to the 1987 Plan or the Non-Discretionary Plan.  As explained above, some of
the 676,750 shares covered by the Reoffer Prospectus are covered by this
Registration Statement, some are covered by the Registration Statement for the
1992 increase in shares reserved for issuance under the 1987 Plan, some are
covered by the Registration Statement for the shares reserved for issuance
under the Non-Discretionary Plan, some are covered by the Registration
Statement for the 1989 increase in shares reserved for issuance under the 1987
Plan, and some are covered by the Registration Statement for the shares
initially reserved for issuance under the 1987 Plan.  The portion of this
Registration Statement which constitutes the Reoffer Prospectus is found at
pages 1 through 13 of this Registration Statement.

<PAGE>

PROSPECTUS

                         676,750 Shares

                           USMX, INC.

                          Common Stock




     The 676,750 shares of Common Stock of USMX, Inc. (the "Company") offered
hereby consist of shares which may be acquired by certain persons by exercise
of options granted by the Company to them as stated under "Selling
Stockholders".  None of the proceeds from the resale of such shares will be
received by the Company.  The Company will only receive proceeds from the
exercise of the outstanding options described in "Selling Stockholders" and
"Plan of Distribution".

     The Common Stock of the Company is traded on the Nasdaq Stock Market under
the symbol "USMX", and on the Toronto Stock Exchange under the symbol "USM".
On October 16, 1995, the last reported sale price for the Company's Common
Stock on the Nasdaq Stock Market was $2.00 per share.




     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
     THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
     THE CONTRARY IS A CRIMINAL OFFENSE.



     AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE
     OF RISK. SEE "RISK FACTORS".



     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
     THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.



        The date of this Prospectus is October 20, 1995.

<PAGE>
                     ADDITIONAL INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices at 26 Federal Plaza, New
York, New York 10007; and 219 South Dearborn Street, Chicago, Illinois 60604.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

     The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended, with respect to the shares of Common
Stock offered hereby.  This Prospectus does not contain all of the information
set forth in the Registration Statement and exhibits thereto.  Copies of the
Registration Statement and exhibits are on file with the Commission and may be
obtained, upon payment of the fee prescribed by the Commission, or may be
examined without charge at the offices of the Commission.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:

     1.   The Company's Annual Report on Form 10-K for the year ended December
31, 1994;

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995;

     3.   The Company's Notice and Proxy Statement dated April 14, 1995, for
the Company's Annual Meeting of Stockholders held on  May 23, 1995.

     All documents filed by the Company pursuant to Sections 13(a), 13(c) and
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference

<PAGE>

modifies or supersedes such statement.  Any such statement so  modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the documents incorporated herein by
reference, other than exhibits to such documents.  Requests for such copies
should be directed to the Corporate Secretary, USMX, Inc., 141 Union Boulevard,
Suite 100, Lakewood, Colorado 80228, telephone (303) 985-4665.
                       TABLE OF CONTENTS

<PAGE>

     ADDITIONAL INFORMATION ...........................       2
     INCORPORATION OF CERTAIN DOCUMENTS
      BY REFERENCE ....................................       2
     THE COMPANY ......................................       5
     RISK FACTORS .....................................       7
     SELLING STOCKHOLDERS .............................       9
     PLAN OF DISTRIBUTION .............................      12
     LEGAL MATTERS ....................................      12
     EXPERTS ..........................................      12
     INDEMNIFICATION ..................................      12
                          
<PAGE>

				THE COMPANY

     The Company is a Delaware corporation which engages in the exploration
for, and development and operation of, precious metal properties.  In addition,
the Company currently is evaluating base metal situations.  The Company
conducts its operations directly and through various operating subsidiaries.
During the first six months of 1995, the Company's principal focus was on its
operations at Goldstrike Mine near St. George, Utah, and on exploration, and
development of its Illinois Creek property located in Alaska; its Thunder
Mountain property located in Idaho; and its Cala Abajo property located in
Puerto Rico.  The Company also continued its exploration efforts outside of the
United States, principally in Mexico.

     At June 30, 1995, the Company had working capital of $11,231,000.  Cash
and cash equivalents decreased during the first six months of 1995 by
$3,014,000 primarily as a result of cash invested in property, plant and
equipment (principally the development of mineral properties) of $2,217,000 and
cash used in operating activities of $1,166,000, partially offset by proceeds
from the sale of property, plant and equipment of $414,000.  Net cash used in
operating activities is primarily the result of declining production from the
Goldstrike Mine and reduced gold sales during the period.  At June 30, 1995,
the Company had on hand, 2,700 ounces of gold bullion and dore' with a market
value at that date of approximately $1,037,000.

     During the first six months of 1995 the Company invested approximately
$1,330,000 to further develop the Illinois Creek, Thunder Mountain, and Cala
Abajo properties.  The Company also invested $823,000 in exploration
activities, primarily on its Mexico properties.

     During the period from June 30, 1995 to June 30, 1996, the Company
anticipates investing approximately $3,500,000 in exploration and development
activities, including approximately $1,000,000 in Mexico, $2,000,000 at
Illinois Creek and $500,000 at Thunder Mountain.  The search for precious
metals properties involves high risk and the development of mining properties
requires large capital outlays and a high degree of operational expertise.

     During the second quarter of 1995, the Company received final payment for
the sale of its interest in the Kinsley Mountain project in Elko County, Nevada
to Alta Gold Co. ("Alta").  The Company received a cash payment of $400,000 and
Alta common stock with a market value of $200,000 based on the average closing
price of the stock over the 30 trading days prior to issuance.  The payment was
in addition to cash of $400,000 and Alta common stock with a market value of
$200,000 previously received.  The cash proceeds and discounted value of the

<PAGE>

stock received were recorded as a reduction to the carrying value of the
property on the Company's books.  The carrying value of the property was
reduced to zero and a $1,000 loss was recorded during the second quarter of
1995.

     In October 1992, the Government of Puerto Rico granted an Exclusive
Exploration Permit to the Company's majority owned subsidiary, Southern Gold
Resources (USA), Inc. covering the Cala Abajo copper/gold deposit   Through
June 30, 1995, the Company expended approximately $1,040,000 on the Cala Abajo
property.  In June 1995, the Commonwealth of Puerto Rico adopted legislation
which amended the island's mining law to prohibit future mining of metallic
deposits by open pit methods.  Although the Company is considering various
strategies and responses, the effect of the mining law, as currently amended,
is to render the Company's plan for development of the Caja Abajo deposit
uneconomic.  As a result, the Company recorded an impairment loss of $1,040,000
during the second quarter of 1995.

     The Company's principal stockholder, Pegasus Gold Inc., is the operator of
the Montana Tunnels Mine located near Helena, Montana.  The Company has an
agreement with Pegasus pursuant to which the Company owns a net profits royalty
interest in the Montana Tunnels Mine and Pegasus has a 100% working interest in
the property.  Pursuant to the agreement, the Company is entitled to the
greater of a 5% net profits royalty interest or minimum advance royalties of
$60,000 per month until certain construction, land acquisition and associated
financing and other costs have been recovered by Pegasus ("Payout").  After
Payout, the Company is entitled to receive a 50% net profits royalty interest.
Depending on metal prices and production rates, Payout could occur at some
future date.  However, even if Payout is not achieved, the Company seems
reasonably assured of continued income of $720,000 per year during the life of
the mine.  Pegasus estimates that it will continue to mine into the year 2000.
During 1994, the Company received minimum annual royalties of $720,000.

     The Company's executive offices are located at 141 Union Boulevard, Suite
100, Lakewood, Colorado 80228.  Its telephone number is 303-985-4665.

<PAGE>

                          RISK FACTORS

     Prospective investors should consider the following factors in connection
with an investment in the Common Stock covered by this Prospectus.

      1.  Limited Operating History of the Company.  The Company initially
concentrated its efforts on exploration of mineral prospects and subsequent
development, through agreements with other mining companies, of its
properties.  The Company has generated revenue from the sale of gold produced
by its own mines only since 1988.  Initially, the Company's strategy was to
acquire attractive prospects and enter into joint venture or lease arrangements
with other mining companies which would bear much of the exploration expense.
Although the Company has continued this approach with respect to the
exploration of certain of its properties, the Company developed several
properties using its own funds, and may develop additional properties without
mining partners.  Although this strategy enables the Company to have a greater
interest in the properties, it also increases the Company's risk.  Members of
the Company's management have extensive experience in development of mineral
prospects but the Company has had a relatively brief period as an operating
entity.

      2.  Nature of Mineral Exploration and Development.  The business of
exploring for and developing mineral deposits, particularly gold, is highly
speculative in nature, involves greater risk than many other businesses and is
frequently non-productive.  Mineral properties, including those which may have
encouraging exploratory results, may not lend themselves to engineering,
geological or other recognized appraisal procedures or to commercial production
processes even if proven reserves are located.  In addition, once
mineralization is discovered, it usually takes a number of years from the
initial phases of exploration until production is possible, during which time
the economic feasibility of production may change.  Substantial expenditures
are required to establish ore reserves through drilling, to determine
metallurgical processes to extract the metal from the ore, and in the case of
new properties, to construct mining and processing facilities.  As a result of
these uncertainties, no assurance can be given that the Company's exploration
programs will result in the expansion or replacement of existing reserves.  In
addition, the Company's operations are subject to all the operating hazards and
risks normally incident to exploring for and developing mineral properties,
such as encountering unusual or unexpected geological conditions, periodic
interruptions due to inclement weather conditions and environmental
constraints.

      3.  Unpredictability of Mineral Prices.  The mineral reserves that the
Company proposes to extract from its properties are principally gold and

<PAGE>

silver.  Prices of gold and silver have been subject to rapid and significant
fluctuations during the last few years and are affected by numerous factors
beyond the Company's control, including expectations regarding inflation, the
strength of the United States dollar, global and regional demand, political and
economic conditions and production costs in  major gold producing regions,
including South Africa and the various counties which formerly comprised the
Soviet Union.  Demand for gold is generally lesser (and prices generally lower)
during periods when the United States dollar is stronger relative to foreign
currencies, during periods of relative stability and when the amount of
production of gold is high relative to demand.  The future operations and
financial condition of the Company may be affected by mineral prices.  The
Company plans to continue to engage in various hedging strategies, including
forward sales and options, to lessen the impact of price fluctuations, but no
assurance can be given as to the success of these strategies.

      4.  Government Regulations.  The exploration and development of mineral
prospects by the Company is subject to local, state and federal regulations
regarding environmental considerations.  Environmental compliance has not
materially adversely affected the Company in the past; however, in the
development and operation of additional mineral properties, the Company's
compliance with environmental quality requirements may necessitate  significant
capital outlays in the future.  At June 30, 1995, the Company had an estimated
current liability for accrued reclamation of $369,000 and an additional $
361,000 in estimated long term reclamation liability.  Pursuant to the mining
reclamation and bonding regulations of the State of Utah, Department of Natural
Resources, and the Bureau of Land Management, the Company has provided
reclamation surety for the Goldstrike Mine in the amount of $2,251,000.  The
required surety is in the form of a certificate of deposit in the amount of
$1,000,000 and letters of credit in the aggregate amount of $1,251,000.
Although the Company believes it conducts its activities in compliance with the
various environmental regulations, and that the amounts reserved therefor are
sufficient, there can be no assurances that additional significant expenditures
would not be required which could have a material adverse impact on the
Company.

      5.  Uncertainty as to Availability of Mining Prospects in the United
States.  The availability of mining prospects in the United States is dependent
largely upon the Company's ability to negotiate leases with property owners or
locate claims pursuant to the General Mining Law of 1872.  Increased
governmental regulation of the location, exploration and development of mineral
prospects, coupled with the increased withdrawal of public lands from mineral
entry, as well as potential federal legislation to revise or replace the
General Mining Law of 1872, could limit the source and availability of mineral
prospects and increase the cost of those which are available.

<PAGE>

     6.   Competition.  The Company is engaged primarily in the exploration
for, development, and operation of precious metal properties.  The Company's
objective is to locate and acquire prospects that can be profitably mined by
open pit or underground methods.  The search for this type of deposit involves
high risk and development requires relatively large capital outlays and a high
degree of operational expense.  In addition, the Company must compete for
mineral properties with many companies, including those which are substantially
larger and possess greater financial resources than the Company.


                      SELLING STOCKHOLDERS

     The 676,750 shares of Common Stock offered hereby consist of shares which
may be acquired by the Selling Stockholders upon the exercise of options
granted to them by the Company.  The options have been granted pursuant to the
Company's 1987 Stock Option Plan (the "1987 Plan") or the Company's Non-
Discretionary Stock Option Plan (the "Non-Discretionary Plan").

     As initially adopted, there were 400,000 shares of Common Stock reserved
under the Company's 1987 Plan.  In 1989, the Company reserved an additional
400,000 shares of Common Stock for issuance pursuant to the 1987 Plan.  In
1992, the Company reserved an additional 400,000 shares of Common Stock for
issuance pursuant to the 1987 Plan and in 1995, the Company reserved an
additional 800,000 shares of common stock for issuance under the 1987 Plan, for
a total of 2,000,000 shares of Common Stock.  All shares issuable upon exercise
of options granted under the 1987 Plan are referred to as the "1987 Shares".
In 1991, the Company adopted the Non-Discretionary Plan and reserved 500,000
shares for issuance pursuant to the Non-Discretionary Plan (the "Non-
Discretionary Shares").  The 1987 Shares and the Non-Discretionary Shares are
covered by Registration Statements on Form S-8 filed by the Company with the
Securities and Exchange Commission under Registration Nos. 33-16195, 33-38855
and 33-49392.  Although there are certain differences in the types of options
that may be granted pursuant to the 1987 Plan and the Non-Discretionary Plan,
and in the tax consequences to grantees upon exercise of the options, all
shares of Common Stock offered hereby are identical.

     The following table sets forth the name of each Selling Stockholder, the
number of shares and the percentage of the Company's Common Stock owned as of
the date of this Prospectus (including shares which may be acquired pursuant to
the exercise of outstanding options), and the number of shares and the per
centage owned assuming the sale of all the shares offered hereby.

<PAGE>

<TABLE>
<CAPTION>
                                        No. of                          No. of
                                        Shares   Percentage             Shares   Percentage
                                        Owned      Owned     Shares     Owned     Owned
                                        Before     Before    to be      After     After   
Name                                   Offering   Offering   Offered    Offering  Offering
- -------------------------              --------------------  -------  ----------------------
<S>                                   <C>            <C>     <C>      <C>          <C> 
George J. Allen(1)                       32,000       0.2%    20,000     12,000     0.1%
Phillips S. Baker(2)                     48,410      31.3%    15,000  4,826,000    32.6%
Donald P. Bellum(3)                      25,000       0.2%    25,000          0     0.0%
Paul L. Blair(4)                         35,000       0.2%    35,000          0     0.0%
James A. Knox(5)                        367,232       2.4%   240,000    127,232     0.9%
Dennis L. Lance(6)                      173,734       1.1%    85,000     88,734     0.6%
Terry P. McNulty(7)                      33,000       0.2%    20,000     13,000     0.1%
Werner G.Nennecker(8)                 4,851,000      31.4%    25,000  4,826,000    32.6%
Donald E. Nilson(9)                      77,500       0.5%    55,000     22,500     0.2%
Gregory Pusey(10)                       297,274       1.9%    15,000    282,274     1.9%
Robert Scullion(11)                      21,750       0.1%    21,750          0     0.0%
Thomas M. Smagala(12)                    60,300       0.4%    45,000     15,300     0.1%
Paul B. Valenti(13)                     131,449       0.9%    75,000     56,449     0.4%
- -------------------------
</TABLE>

(1)  Mr. Allen has been a director of the Company since 1990.  All 20,000
     shares offered by Mr. Allen hereby are Non-Discretionary Shares.

(2)  Mr. Baker, who has served as a director of the Company since March 14,
     1995, is an officer of Pegasus Gold Inc. ("Pegasus") and can be considered
     to be the beneficial owner of the 4,826,000 shares held of record by
     Pegasus.  Accordingly, the figure opposite his name includes the 4,826,000
     shares owned by Pegasus.  All 15,000 shares offered by Mr. Baker hereby
     are Non-Discretionary Shares.

(3)  Mr. Bellum has served as a director of the Company since 1992.  All 25,000
     shares offered by Mr. Bellum hereby are Non-Discretionary Shares.

(4)  Mr. Blair is the Vice President - Operations for Latin America of the
     Company.  All shares offered by Mr. Blair hereby are 1987 Shares.

(5)  Mr. Knox has served as a director of the Company since 1985 and has been
     the President of the Company since June 1991.  All 240,000 shares offered
     by Mr. Knox hereby are 1987 Shares.

(6)  Mr. Lance is the Vice President-Exploration of the Company.  The number of
     shares indicated as owned by Mr. Lance include 5,700 shares owned
     indirectly. All 85,000  offered by Mr. Lance hereby are 1987 Shares.

(7)  Mr. McNulty has served as a director of the Company since 1990.  All
     20,000 shares offered by Mr. McNulty hereby are Non-Discretionary Shares.

(8)  Mr. Nennecker, who has served as a director of the Company since 1992, is
     an officer of Pegasus and can be considered to be the beneficial owner of
     the 4,826,000 shares held of record by Pegasus.  Accordingly, the figure
     opposite his name includes the 4,826,000 shares owned by Pegasus.  All
     25,000 shares offered by Mr. Nennecker hereby are Non-Discretionary
     shares.

(9)  Mr. Nilson is Vice President-Finance, Chief Financial Officer and
     Secretary of the Company.  All 55,000 shares offered by Mr. Nilson hereby
     are 1987 Shares.

(10) Mr. Pusey has been a director of the Company since 1979 and has served at
     various times as the Secretary, Treasurer and Chief Financial Officer of
     the Company.  The number of shares indicated as owned by Mr. Pusey
     includes 60,836 shares owned indirectly.  All 15,000 shares offered by
     Mr. Pusey hereby are Non-Discretionary Shares.

(11) Mr. Scullion has served as a director of the Company since 1987.  All
     21,750 shares offered by Mr. Scullion hereby are Non-Discretionary Shares.

<PAGE>

(12) Mr. Smagala is Treasurer of the Company.  All 45,000 shares offered by Mr.
     Smagala hereby are 1987 Shares.

(13) Mr. Valenti is Vice President - Operations of the Company.  All 75,000
     shares offered by Mr. Valenti hereby are 1987 Shares.

<PAGE>

                      PLAN OF DISTRIBUTION

     The 676,750 shares offered hereby are being offered by certain
stockholders of the Company, and not by the Company.  The shares will be
offered by the Selling Stockholders themselves and it is anticipated that the
shares will be offered pursuant to direct sales to private persons and in open
market transactions.  The Selling Stockholders may offer the shares to
registered  broker-dealers who will be paid standard commissions or discounts
by the Selling Stockholders.  The Company has no agreements with brokers to
sell any or all of the shares offered hereby.

     All the 676,750 shares to be offered hereby by the Selling Stockholders
underlie options granted by the Company which are presently unexercised.  If
options to acquire all 676,750 shares are exercised, the Company will receive
proceeds of $1,914,105, which proceeds will be added to the working capital of
the Company.

                         LEGAL MATTERS

     Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado has
acted as counsel for the Company in connection with this offering and has
rendered an opinion concerning the validity of the Company's Common Stock
offered hereby.

                            EXPERTS

     The financial statements of USMX, Inc. and Subsidiaries as of December 31,
1994 and 1993, and for each of the years in the three year period ended
December 31, 1994, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

                        INDEMNIFICATION

     Under Delaware law, a corporation must indemnify its officers, directors,
employees and agents for costs incurred by them in the successful defense of an
action, suit or proceeding brought by reason of their serving in positions with
the corporation, including service with respect to employee benefit plans.
Delaware law also permits a corporation to indemnify its officers, directors,
employees and agents if the person being indemnified acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation.

     As permitted under Delaware law, the Company's Certificate of
Incorporation includes a provision eliminating or limiting the personal
liability for monetary damages of the Company's directors to the Company or its

<PAGE>

stockholders for certain breaches of the directors' fiduciary duty of care.  In
addition, the Company's Bylaws require the Company to indemnify the Company's
officers and directors to the fullest extent permitted by Delaware law, permit
the Company to enter into a contract with any of its directors, officers or
employees or agents which provides for indemnification rights equivalent to or
greater than those provided by the Bylaws, and also permit the Company to
maintain insurance protecting the Company's officers, directors, employees or
agents against expense, liability or loss, whether or not the Company itself
would have the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law.  The Company has not
entered into any such contracts or procured any officers' and directors'
liability insurance.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

<PAGE>

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

     The documents listed in (a) through (d) below are incorporated by
reference in the Registration Statement.  All documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of the filing of such documents.

          (a)  Registration Statement on Form S-8 filed with the Securities and
     Exchange Commission on July 9, 1992 as Registration No. 33-49392.

          (b)  The Registrant's latest Annual Report on Form 10-K for the year
     ended December 31, 1994.

          (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1995.

          (d)  The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 1995.

          (e)  Description of Securities contained in the Registration
     Statement of the predecessor of the Registrant "U.S. Minerals Exploration
     Company" on Form 8-A.  A description of the securities based on the
     Registrant's current capitalization is set forth below:

     The Company is authorized to issue a total of 65,000,000 shares of $.001
par value stock.  Of the 65,000,000 shares, 45,000,000 shares are Common Stock
and 20,000,000 shares are Preferred Stock.  As of October 16, 1995, there were
14,786,134 shares of the Company's stock issued and outstanding, all of which
are shares of Common Stock.

     The holders of the shares of the Company's Common Stock are entitled to
receive dividends when and as declared by the Board of Directors and to one
vote for each share held of record on each matter submitted to a vote of
stockholders.  Stockholders are not permitted to cumulate their votes in the
election of directors.  Holders of shares of the Company's Common Stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor.  In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock are entitled to share ratably in all assets remaining after payment of

<PAGE>

all liabilities and distributions to holders of Preferred Stock.  Any
additional shares of the Common Stock which may be issued in the future will
have the same voting, dividend and other rights as other shares of the Common
Stock and will share equally in the proceeds in the event of any liquidation of
the Company.

     The Board of Directors of the Company may, by resolution, authorize the
issuance of shares of the Company's Preferred Stock.  The directors may issue
the preferred shares from time to time in such classes or series with such
rights, qualifications, limitations and restrictions as the Board determines.
Accordingly, the Board of Directors may determine that any preferred shares
which the Company may issue in the future may have preferential rights as to
dividends, as compared to the shares of Common Stock, and a prior claim, as
compared to the holders of Common Stock, in the event of any liquidation of the
Company to the extent of their liquidation preference, if any.  In addition,
holders of shares of Preferred Stock could also be given rights to vote as a
class on certain matters and to elect directors and each share could be given
multiple votes.

     The foregoing statements are summaries of the rights and privileges of the
holders of the Company's capital stock.  They do not purport to be complete and
are subject to the terms of the Delaware General Corporation Law and of the
Company's Certification of Incorporation.  The foregoing statements are
qualified in their entirety by such references.


Item 8.  Exhibits.

      5        Opinion Regarding Legality
     23(a)     Consent of KPMG Peat Marwick LLP
     23(b)     Consent of Bearman Talesnick & Clowdus Professional
               Corporation
     24        Power of Attorney

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 37292}]
{"company-data": {"conformed-name": "USMX INC", "cik": "0000315523", "assigned-sic": "1040", "irs-number": "841076625", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63559", "film-number": "95582919"}, "business-address": {"street1": "141 UNION BLVD STE 100", "city": "LAKEWOOD", "state": "CO", "zip": "80228", "phone": "3039854665"}, "mail-address": {"street1": "141 UNION BLVD SUITE 100", "city": "LAKEWOOD", "state": "CO", "zip": "80228"}, "former-company": {"former-conformed-name": "U S MINERALS EXPLORATION CO", "date-changed": "19880222"}}
As filed with the Securities and Exchange Commission on  October 20, 1995.

                                      Registration No. 33-_______

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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

                           USMX, INC.
     (Exact name of registrant as specified in its charter)

         Delaware                                   84-1076625
(State of other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                 141 Union Boulevard, Suite 100
                       Lakewood, Colorado 80228
  (Address of principal executive offices, including zip code)

                         (303) 985-4665
      (Registrant's telephone number, including area code)

                           USMX, INC.
                     1987 STOCK OPTION PLAN
                    (Full title of the Plan)

                         James A. Knox
                 141 Union Boulevard, Suite 100
                    Lakewood, Colorado 80228
                         (303) 985-4665
   (Name, address and telephone number of agent for service)

                            Copy to:

                    Robert M. Bearman, Esq.
                  Bearman Talesnick & Clowdus
                    Professional Corporation
                  1200 17th Street, Suite 2600
                     Denver, Colorado 80202
                         (303) 572-6500
                CALCULATION OF REGISTRATION FEE
Proposed    Proposed
Title of                            maximum     maximum
Securities        Amount            offering    aggregate   Amount of
to be             to be             price per   offering    registration
Registered        Registered(1)     Share(2)     price       fee(1)

Common Stock      800,000           $2.00       $1,600,000  $ 551.73
$.001 par value   shares

(1)  Consists of 800,000 shares issuable pursuant to the Company's 1987 Stock
     Option Plan.

(2)  Calculated based upon the last reported sale price of the Company's Common
     Stock on October 16, 1995 on the NASDAQ National Market System.
USMX, INC. STOCK OPTION PLANS

     This Registration Statement relates to 800,000 shares of common stock,
$.001 par value (the "Common Stock") of USMX, Inc.  (the "Company") issuable
upon the exercise of stock options which have been granted or may be granted to
employees of the Company and its Subsidiaries pursuant to the Company's 1987
Stock Option Plan (the "1987 Plan"). The 1987 Plan, as initially adopted
effective as of May 5, 1987, reserved for issuance 400,000 shares of Common
Stock.  The Company previously filed a Registration Statement on Form S-8
(Registration No. 33-16195) for the 400,000 shares of Common Stock originally
reserved for issuance under the 1987 Plan.  Effective as of October 13, 1989,
the Company increased by 400,000 (for a total of 800,000) the number of shares
issuable pursuant to the 1987 Plan and filed a Registration Statement on Form S-
8 (Registration No. 33-38855) for the additional 400,000 shares reserved for
issuance under the 1987 Plan.  Effective as of February 19, 1992, the Company
increased by 400,000 (for a total of 1,200,000) the number of shares issuable
pursuant to the 1987 Plan and filed a Registration Statement on Form S-8
(Registration No. 33-49392) for the additional 400,000 shares reserved for
issuance under the 1987 Plan.  Effective August 5, 1994, the Company increased
by 800,000 (for a total of 2,000,000) the number of shares issuable pursuant to
the 1987 Plan and this Registration Statement covers the additional 800,000
shares reserved for issuance under the 1987 Plan.

     Effective as of October 7, 1991, the Company adopted its  Non-
Discretionary Stock Option Plan (the "Non-Discretionary Plan") pursuant to
which the Company may issue options to purchase up to 500,000 shares of its
common stock to non-employee directors of the Company.  The Company previously
filed a Registration Statement on Form S-8 (Registration No. 33-49392) for the
500,000 shares of common stock reserved for issuance under the Non-
Discretionary Plan.

     This Registration Statement also includes a reoffer prospectus (the
"Reoffer Prospectus") which covers 676,750 shares of Common Stock which may be
acquired by certain persons on the exercise of options granted to them pursuant
to the 1987 Plan or the Non-Discretionary Plan.  As explained above, some of
the 676,750 shares covered by the Reoffer Prospectus are covered by this
Registration Statement, some are covered by the Registration Statement for the
1992 increase in shares reserved for issuance under the 1987 Plan, some are
covered by the Registration Statement for the shares reserved for issuance
under the Non-Discretionary Plan, some are covered by the Registration
Statement for the 1989 increase in shares reserved for issuance under the 1987
Plan, and some are covered by the Registration Statement for the shares
initially reserved for issuance under the 1987 Plan.  The portion of this
Registration Statement which constitutes the Reoffer Prospectus is found at
pages 1 through 13 of this Registration Statement.
PROSPECTUS

                         676,750 Shares

                           USMX, INC.

                          Common Stock

     The 676,750 shares of Common Stock of USMX, Inc. (the "Company") offered
hereby consist of shares which may be acquired by certain persons by exercise
of options granted by the Company to them as stated under "Selling
Stockholders".  None of the proceeds from the resale of such shares will be
received by the Company.  The Company will only receive proceeds from the
exercise of the outstanding options described in "Selling Stockholders" and
"Plan of Distribution".

     The Common Stock of the Company is traded on the Nasdaq Stock Market under
the symbol "USMX", and on the Toronto Stock Exchange under the symbol "USM".
On October 16, 1995, the last reported sale price for the Company's Common
Stock on the Nasdaq Stock Market was $2.00 per share.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
     THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
     THE CONTRARY IS A CRIMINAL OFFENSE.

     AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE
     OF RISK. SEE "RISK FACTORS".

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
     THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

        The date of this Prospectus is October 20, 1995.
ADDITIONAL INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices at 26 Federal Plaza, New
York, New York 10007; and 219 South Dearborn Street, Chicago, Illinois 60604.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

     The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended, with respect to the shares of Common
Stock offered hereby.  This Prospectus does not contain all of the information
set forth in the Registration Statement and exhibits thereto.  Copies of the
Registration Statement and exhibits are on file with the Commission and may be
obtained, upon payment of the fee prescribed by the Commission, or may be
examined without charge at the offices of the Commission.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:

     1.   The Company's Annual Report on Form 10-K for the year ended December
31, 1994;

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995;

     3.   The Company's Notice and Proxy Statement dated April 14, 1995, for
the Company's Annual Meeting of Stockholders held on  May 23, 1995.

     All documents filed by the Company pursuant to Sections 13(a), 13(c) and
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement.  Any such statement so  modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the documents incorporated herein by
reference, other than exhibits to such documents.  Requests for such copies
should be directed to the Corporate Secretary, USMX, Inc., 141 Union Boulevard,
Suite 100, Lakewood, Colorado 80228, telephone (303) 985-4665.
                       TABLE OF CONTENTS
ADDITIONAL INFORMATION ...........................       2
     INCORPORATION OF CERTAIN DOCUMENTS
      BY REFERENCE ....................................       2
     THE COMPANY ......................................       5
     RISK FACTORS .....................................       7
     SELLING STOCKHOLDERS .............................       9
     PLAN OF DISTRIBUTION .............................      12
     LEGAL MATTERS ....................................      12
     EXPERTS ..........................................      12
     INDEMNIFICATION ..................................      12
THE COMPANY

     The Company is a Delaware corporation which engages in the exploration
for, and development and operation of, precious metal properties.  In addition,
the Company currently is evaluating base metal situations.  The Company
conducts its operations directly and through various operating subsidiaries.
During the first six months of 1995, the Company's principal focus was on its
operations at Goldstrike Mine near St. George, Utah, and on exploration, and
development of its Illinois Creek property located in Alaska; its Thunder
Mountain property located in Idaho; and its Cala Abajo property located in
Puerto Rico.  The Company also continued its exploration efforts outside of the
United States, principally in Mexico.

     At June 30, 1995, the Company had working capital of $11,231,000.  Cash
and cash equivalents decreased during the first six months of 1995 by
$3,014,000 primarily as a result of cash invested in property, plant and
equipment (principally the development of mineral properties) of $2,217,000 and
cash used in operating activities of $1,166,000, partially offset by proceeds
from the sale of property, plant and equipment of $414,000.  Net cash used in
operating activities is primarily the result of declining production from the
Goldstrike Mine and reduced gold sales during the period.  At June 30, 1995,
the Company had on hand, 2,700 ounces of gold bullion and dore' with a market
value at that date of approximately $1,037,000.

     During the first six months of 1995 the Company invested approximately
$1,330,000 to further develop the Illinois Creek, Thunder Mountain, and Cala
Abajo properties.  The Company also invested $823,000 in exploration
activities, primarily on its Mexico properties.

     During the period from June 30, 1995 to June 30, 1996, the Company
anticipates investing approximately $3,500,000 in exploration and development
activities, including approximately $1,000,000 in Mexico, $2,000,000 at
Illinois Creek and $500,000 at Thunder Mountain.  The search for precious
metals properties involves high risk and the development of mining properties
requires large capital outlays and a high degree of operational expertise.

     During the second quarter of 1995, the Company received final payment for
the sale of its interest in the Kinsley Mountain project in Elko County, Nevada
to Alta Gold Co. ("Alta").  The Company received a cash payment of $400,000 and
Alta common stock with a market value of $200,000 based on the average closing
price of the stock over the 30 trading days prior to issuance.  The payment was
in addition to cash of $400,000 and Alta common stock with a market value of
$200,000 previously received.  The cash proceeds and discounted value of the
stock received were recorded as a reduction to the carrying value of the
property on the Company's books.  The carrying value of the property was
reduced to zero and a $1,000 loss was recorded during the second quarter of
1995.

     In October 1992, the Government of Puerto Rico granted an Exclusive
Exploration Permit to the Company's majority owned subsidiary, Southern Gold
Resources (USA), Inc. covering the Cala Abajo copper/gold deposit   Through
June 30, 1995, the Company expended approximately $1,040,000 on the Cala Abajo
property.  In June 1995, the Commonwealth of Puerto Rico adopted legislation
which amended the island's mining law to prohibit future mining of metallic
deposits by open pit methods.  Although the Company is considering various
strategies and responses, the effect of the mining law, as currently amended,
is to render the Company's plan for development of the Caja Abajo deposit
uneconomic.  As a result, the Company recorded an impairment loss of $1,040,000
during the second quarter of 1995.

     The Company's principal stockholder, Pegasus Gold Inc., is the operator of
the Montana Tunnels Mine located near Helena, Montana.  The Company has an
agreement with Pegasus pursuant to which the Company owns a net profits royalty
interest in the Montana Tunnels Mine and Pegasus has a 100% working interest in
the property.  Pursuant to the agreement, the Company is entitled to the
greater of a 5% net profits royalty interest or minimum advance royalties of
$60,000 per month until certain construction, land acquisition and associated
financing and other costs have been recovered by Pegasus ("Payout").  After
Payout, the Company is entitled to receive a 50% net profits royalty interest.
Depending on metal prices and production rates, Payout could occur at some
future date.  However, even if Payout is not achieved, the Company seems
reasonably assured of continued income of $720,000 per year during the life of
the mine.  Pegasus estimates that it will continue to mine into the year 2000.
During 1994, the Company received minimum annual royalties of $720,000.

     The Company's executive offices are located at 141 Union Boulevard, Suite
100, Lakewood, Colorado 80228.  Its telephone number is 303-985-4665.
RISK FACTORS

     Prospective investors should consider the following factors in connection
with an investment in the Common Stock covered by this Prospectus.

      1.  Limited Operating History of the Company.  The Company initially
concentrated its efforts on exploration of mineral prospects and subsequent
development, through agreements with other mining companies, of its
properties.  The Company has generated revenue from the sale of gold produced
by its own mines only since 1988.  Initially, the Company's strategy was to
acquire attractive prospects and enter into joint venture or lease arrangements
with other mining companies which would bear much of the exploration expense.
Although the Company has continued this approach with respect to the
exploration of certain of its properties, the Company developed several
properties using its own funds, and may develop additional properties without
mining partners.  Although this strategy enables the Company to have a greater
interest in the properties, it also increases the Company's risk.  Members of
the Company's management have extensive experience in development of mineral
prospects but the Company has had a relatively brief period as an operating
entity.

      2.  Nature of Mineral Exploration and Development.  The business of
exploring for and developing mineral deposits, particularly gold, is highly
speculative in nature, involves greater risk than many other businesses and is
frequently non-productive.  Mineral properties, including those which may have
encouraging exploratory results, may not lend themselves to engineering,
geological or other recognized appraisal procedures or to commercial production
processes even if proven reserves are located.  In addition, once
mineralization is discovered, it usually takes a number of years from the
initial phases of exploration until production is possible, during which time
the economic feasibility of production may change.  Substantial expenditures
are required to establish ore reserves through drilling, to determine
metallurgical processes to extract the metal from the ore, and in the case of
new properties, to construct mining and processing facilities.  As a result of
these uncertainties, no assurance can be given that the Company's exploration
programs will result in the expansion or replacement of existing reserves.  In
addition, the Company's operations are subject to all the operating hazards and
risks normally incident to exploring for and developing mineral properties,
such as encountering unusual or unexpected geological conditions, periodic
interruptions due to inclement weather conditions and environmental
constraints.

      3.  Unpredictability of Mineral Prices.  The mineral reserves that the
Company proposes to extract from its properties are principally gold and
silver.  Prices of gold and silver have been subject to rapid and significant
fluctuations during the last few years and are affected by numerous factors
beyond the Company's control, including expectations regarding inflation, the
strength of the United States dollar, global and regional demand, political and
economic conditions and production costs in  major gold producing regions,
including South Africa and the various counties which formerly comprised the
Soviet Union.  Demand for gold is generally lesser (and prices generally lower)
during periods when the United States dollar is stronger relative to foreign
currencies, during periods of relative stability and when the amount of
production of gold is high relative to demand.  The future operations and
financial condition of the Company may be affected by mineral prices.  The
Company plans to continue to engage in various hedging strategies, including
forward sales and options, to lessen the impact of price fluctuations, but no
assurance can be given as to the success of these strategies.

      4.  Government Regulations.  The exploration and development of mineral
prospects by the Company is subject to local, state and federal regulations
regarding environmental considerations.  Environmental compliance has not
materially adversely affected the Company in the past; however, in the
development and operation of additional mineral properties, the Company's
compliance with environmental quality requirements may necessitate  significant
capital outlays in the future.  At June 30, 1995, the Company had an estimated
current liability for accrued reclamation of $369,000 and an additional $
361,000 in estimated long term reclamation liability.  Pursuant to the mining
reclamation and bonding regulations of the State of Utah, Department of Natural
Resources, and the Bureau of Land Management, the Company has provided
reclamation surety for the Goldstrike Mine in the amount of $2,251,000.  The
required surety is in the form of a certificate of deposit in the amount of
$1,000,000 and letters of credit in the aggregate amount of $1,251,000.
Although the Company believes it conducts its activities in compliance with the
various environmental regulations, and that the amounts reserved therefor are
sufficient, there can be no assurances that additional significant expenditures
would not be required which could have a material adverse impact on the
Company.

      5.  Uncertainty as to Availability of Mining Prospects in the United
States.  The availability of mining prospects in the United States is dependent
largely upon the Company's ability to negotiate leases with property owners or
locate claims pursuant to the General Mining Law of 1872.  Increased
governmental regulation of the location, exploration and development of mineral
prospects, coupled with the increased withdrawal of public lands from mineral
entry, as well as potential federal legislation to revise or replace the
General Mining Law of 1872, could limit the source and availability of mineral
prospects and increase the cost of those which are available.
6.   Competition.  The Company is engaged primarily in the exploration
for, development, and operation of precious metal properties.  The Company's
objective is to locate and acquire prospects that can be profitably mined by
open pit or underground methods.  The search for this type of deposit involves
high risk and development requires relatively large capital outlays and a high
degree of operational expense.  In addition, the Company must compete for
mineral properties with many companies, including those which are substantially
larger and possess greater financial resources than the Company.

                      SELLING STOCKHOLDERS

     The 676,750 shares of Common Stock offered hereby consist of shares which
may be acquired by the Selling Stockholders upon the exercise of options
granted to them by the Company.  The options have been granted pursuant to the
Company's 1987 Stock Option Plan (the "1987 Plan") or the Company's Non-
Discretionary Stock Option Plan (the "Non-Discretionary Plan").

     As initially adopted, there were 400,000 shares of Common Stock reserved
under the Company's 1987 Plan.  In 1989, the Company reserved an additional
400,000 shares of Common Stock for issuance pursuant to the 1987 Plan.  In
1992, the Company reserved an additional 400,000 shares of Common Stock for
issuance pursuant to the 1987 Plan and in 1995, the Company reserved an
additional 800,000 shares of common stock for issuance under the 1987 Plan, for
a total of 2,000,000 shares of Common Stock.  All shares issuable upon exercise
of options granted under the 1987 Plan are referred to as the "1987 Shares".
In 1991, the Company adopted the Non-Discretionary Plan and reserved 500,000
shares for issuance pursuant to the Non-Discretionary Plan (the "Non-
Discretionary Shares").  The 1987 Shares and the Non-Discretionary Shares are
covered by Registration Statements on Form S-8 filed by the Company with the
Securities and Exchange Commission under Registration Nos. 33-16195, 33-38855
and 33-49392.  Although there are certain differences in the types of options
that may be granted pursuant to the 1987 Plan and the Non-Discretionary Plan,
and in the tax consequences to grantees upon exercise of the options, all
shares of Common Stock offered hereby are identical.

     The following table sets forth the name of each Selling Stockholder, the
number of shares and the percentage of the Company's Common Stock owned as of
the date of this Prospectus (including shares which may be acquired pursuant to
the exercise of outstanding options), and the number of shares and the per
centage owned assuming the sale of all the shares offered hereby.
No. of                          No. of
                                        Shares   Percentage             Shares   Percentage
                                        Owned      Owned     Shares     Owned     Owned
                                        Before     Before    to be      After     After   
Name                                   Offering   Offering   Offered    Offering  Offering
- -------------------------              --------------------  -------  ----------------------
George J. Allen(1)                       32,000       0.2%    20,000     12,000     0.1%
Phillips S. Baker(2)                     48,410      31.3%    15,000  4,826,000    32.6%
Donald P. Bellum(3)                      25,000       0.2%    25,000          0     0.0%
Paul L. Blair(4)                         35,000       0.2%    35,000          0     0.0%
James A. Knox(5)                        367,232       2.4%   240,000    127,232     0.9%
Dennis L. Lance(6)                      173,734       1.1%    85,000     88,734     0.6%
Terry P. McNulty(7)                      33,000       0.2%    20,000     13,000     0.1%
Werner G.Nennecker(8)                 4,851,000      31.4%    25,000  4,826,000    32.6%
Donald E. Nilson(9)                      77,500       0.5%    55,000     22,500     0.2%
Gregory Pusey(10)                       297,274       1.9%    15,000    282,274     1.9%
Robert Scullion(11)                      21,750       0.1%    21,750          0     0.0%
Thomas M. Smagala(12)                    60,300       0.4%    45,000     15,300     0.1%
Paul B. Valenti(13)                     131,449       0.9%    75,000     56,449     0.4%
- -------------------------
(1)  Mr. Allen has been a director of the Company since 1990.  All 20,000
     shares offered by Mr. Allen hereby are Non-Discretionary Shares.

(2)  Mr. Baker, who has served as a director of the Company since March 14,
     1995, is an officer of Pegasus Gold Inc. ("Pegasus") and can be considered
     to be the beneficial owner of the 4,826,000 shares held of record by
     Pegasus.  Accordingly, the figure opposite his name includes the 4,826,000
     shares owned by Pegasus.  All 15,000 shares offered by Mr. Baker hereby
     are Non-Discretionary Shares.

(3)  Mr. Bellum has served as a director of the Company since 1992.  All 25,000
     shares offered by Mr. Bellum hereby are Non-Discretionary Shares.

(4)  Mr. Blair is the Vice President - Operations for Latin America of the
     Company.  All shares offered by Mr. Blair hereby are 1987 Shares.

(5)  Mr. Knox has served as a director of the Company since 1985 and has been
     the President of the Company since June 1991.  All 240,000 shares offered
     by Mr. Knox hereby are 1987 Shares.

(6)  Mr. Lance is the Vice President-Exploration of the Company.  The number of
     shares indicated as owned by Mr. Lance include 5,700 shares owned
     indirectly. All 85,000  offered by Mr. Lance hereby are 1987 Shares.

(7)  Mr. McNulty has served as a director of the Company since 1990.  All
     20,000 shares offered by Mr. McNulty hereby are Non-Discretionary Shares.

(8)  Mr. Nennecker, who has served as a director of the Company since 1992, is
     an officer of Pegasus and can be considered to be the beneficial owner of
     the 4,826,000 shares held of record by Pegasus.  Accordingly, the figure
     opposite his name includes the 4,826,000 shares owned by Pegasus.  All
     25,000 shares offered by Mr. Nennecker hereby are Non-Discretionary
     shares.

(9)  Mr. Nilson is Vice President-Finance, Chief Financial Officer and
     Secretary of the Company.  All 55,000 shares offered by Mr. Nilson hereby
     are 1987 Shares.

(10) Mr. Pusey has been a director of the Company since 1979 and has served at
     various times as the Secretary, Treasurer and Chief Financial Officer of
     the Company.  The number of shares indicated as owned by Mr. Pusey
     includes 60,836 shares owned indirectly.  All 15,000 shares offered by
     Mr. Pusey hereby are Non-Discretionary Shares.

(11) Mr. Scullion has served as a director of the Company since 1987.  All
     21,750 shares offered by Mr. Scullion hereby are Non-Discretionary Shares.
(12) Mr. Smagala is Treasurer of the Company.  All 45,000 shares offered by Mr.
     Smagala hereby are 1987 Shares.

(13) Mr. Valenti is Vice President - Operations of the Company.  All 75,000
     shares offered by Mr. Valenti hereby are 1987 Shares.
PLAN OF DISTRIBUTION

     The 676,750 shares offered hereby are being offered by certain
stockholders of the Company, and not by the Company.  The shares will be
offered by the Selling Stockholders themselves and it is anticipated that the
shares will be offered pursuant to direct sales to private persons and in open
market transactions.  The Selling Stockholders may offer the shares to
registered  broker-dealers who will be paid standard commissions or discounts
by the Selling Stockholders.  The Company has no agreements with brokers to
sell any or all of the shares offered hereby.

     All the 676,750 shares to be offered hereby by the Selling Stockholders
underlie options granted by the Company which are presently unexercised.  If
options to acquire all 676,750 shares are exercised, the Company will receive
proceeds of $1,914,105, which proceeds will be added to the working capital of
the Company.

                         LEGAL MATTERS

     Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado has
acted as counsel for the Company in connection with this offering and has
rendered an opinion concerning the validity of the Company's Common Stock
offered hereby.

                            EXPERTS

     The financial statements of USMX, Inc. and Subsidiaries as of December 31,
1994 and 1993, and for each of the years in the three year period ended
December 31, 1994, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

                        INDEMNIFICATION

     Under Delaware law, a corporation must indemnify its officers, directors,
employees and agents for costs incurred by them in the successful defense of an
action, suit or proceeding brought by reason of their serving in positions with
the corporation, including service with respect to employee benefit plans.
Delaware law also permits a corporation to indemnify its officers, directors,
employees and agents if the person being indemnified acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation.

     As permitted under Delaware law, the Company's Certificate of
Incorporation includes a provision eliminating or limiting the personal
liability for monetary damages of the Company's directors to the Company or its
stockholders for certain breaches of the directors' fiduciary duty of care.  In
addition, the Company's Bylaws require the Company to indemnify the Company's
officers and directors to the fullest extent permitted by Delaware law, permit
the Company to enter into a contract with any of its directors, officers or
employees or agents which provides for indemnification rights equivalent to or
greater than those provided by the Bylaws, and also permit the Company to
maintain insurance protecting the Company's officers, directors, employees or
agents against expense, liability or loss, whether or not the Company itself
would have the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law.  The Company has not
entered into any such contracts or procured any officers' and directors'
liability insurance.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

     The documents listed in (a) through (d) below are incorporated by
reference in the Registration Statement.  All documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of the filing of such documents.

          (a)  Registration Statement on Form S-8 filed with the Securities and
     Exchange Commission on July 9, 1992 as Registration No. 33-49392.

          (b)  The Registrant's latest Annual Report on Form 10-K for the year
     ended December 31, 1994.

          (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1995.

          (d)  The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 1995.

          (e)  Description of Securities contained in the Registration
     Statement of the predecessor of the Registrant "U.S. Minerals Exploration
     Company" on Form 8-A.  A description of the securities based on the
     Registrant's current capitalization is set forth below:

     The Company is authorized to issue a total of 65,000,000 shares of $.001
par value stock.  Of the 65,000,000 shares, 45,000,000 shares are Common Stock
and 20,000,000 shares are Preferred Stock.  As of October 16, 1995, there were
14,786,134 shares of the Company's stock issued and outstanding, all of which
are shares of Common Stock.

     The holders of the shares of the Company's Common Stock are entitled to
receive dividends when and as declared by the Board of Directors and to one
vote for each share held of record on each matter submitted to a vote of
stockholders.  Stockholders are not permitted to cumulate their votes in the
election of directors.  Holders of shares of the Company's Common Stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor.  In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock are entitled to share ratably in all assets remaining after payment of
all liabilities and distributions to holders of Preferred Stock.  Any
additional shares of the Common Stock which may be issued in the future will
have the same voting, dividend and other rights as other shares of the Common
Stock and will share equally in the proceeds in the event of any liquidation of
the Company.

     The Board of Directors of the Company may, by resolution, authorize the
issuance of shares of the Company's Preferred Stock.  The directors may issue
the preferred shares from time to time in such classes or series with such
rights, qualifications, limitations and restrictions as the Board determines.
Accordingly, the Board of Directors may determine that any preferred shares
which the Company may issue in the future may have preferential rights as to
dividends, as compared to the shares of Common Stock, and a prior claim, as
compared to the holders of Common Stock, in the event of any liquidation of the
Company to the extent of their liquidation preference, if any.  In addition,
holders of shares of Preferred Stock could also be given rights to vote as a
class on certain matters and to elect directors and each share could be given
multiple votes.

     The foregoing statements are summaries of the rights and privileges of the
holders of the Company's capital stock.  They do not purport to be complete and
are subject to the terms of the Delaware General Corporation Law and of the
Company's Certification of Incorporation.  The foregoing statements are
qualified in their entirety by such references.

Item 8.  Exhibits.

      5        Opinion Regarding Legality
     23(a)     Consent of KPMG Peat Marwick LLP
     23(b)     Consent of Bearman Talesnick & Clowdus Professional
               Corporation
     24        Power of Attorney