<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on July 15, 1998

File No.                                          Commission file number: I-9418
-----------------                                 ------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         -----------------------------


                            CyberAmerica Corporation
                         -----------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                        87-0509512
         ---------                                      ------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
                    (Address of principal executive offices)

               1998 Stock Option Plan of CyberAmerica Corporation
               --------------------------------------------------
                            (Full title of the plan)


   LaVonne Frost, 711 S. Carson Street, Suite 1, Carson City, NV 89701
   -------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (702) 883-5755
                                                             --------------

                         CALCULATION OF REGISTRATION FEE
================================= =============== ======================== ========================= =================
Title of Securities to be         Amounts to be   Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered      Offering Price Per       Aggregate Offering Price  Registration Fee
                                                  Share(1)
================================= =============== ======================== ========================= =================
<S>                                       <C>      <C>                      <C>                       <C>    
Common Stock, issuable upon               600,000  $.47                     $300,000                  $88.55
exercise of Options
================================= =============== ======================== ========================= =================
</TABLE>

(1)  Bona Fide estimate of maximum  offering  price solely for  calculating  the
     registration  fee  pursuant to Rule 457(h) of the  Securities  Act of 1933,
     based on the average bid and asked price of the  registrant's  common stock
     as of July 14, 1998, a date within five  business days prior to the date of
     filing of this registration statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan described herein.
<PAGE>
               1998 Stock Option Plan of CyberAmerica Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------

1.    Plan Information                                  Section 10(a) Prospectus

2.    Registrant Information and                        Section 10(a) Prospectus
      Employee Plan Annual Information




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed  by  CyberAmerica  Corporation,  a  Nevada
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

     1. The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
December 31, 1997.

     2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934,  as amended  (the  "Exchange  Act"),
since the end of the fiscal year ended December 31, 1997.

     3. The description  and specimen  certificate of the Common Stock contained
in the  Company's  Form S-18  Registration  Statement  filed on January 21, 1986
under the Exchange Act,  including any amendment or report filed for the purpose
of updating such description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all  securities  covered by this  Registration  Statement have been sold or
that  de-registers  all such securities then remaining  unsold,  all reports and
other documents  subsequently  filed by the Company  pursuant to Sections 13(a),
13(c),  14, or 15(d) of the Exchange Act shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.

Item 4.  Description of Securities

     The  common  stock  of  the  Company  being  registered  pursuant  to  this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's initial Form S-18 Registration  Statement filed with the Commission on
<PAGE>
January  21,  1986,  and is  incorporated  herein by  reference.  (See  "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the  "Securities  Act"), may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

     The Company's  Restated  Articles of  Incorporation,  specifically  Article
Eight,  however,  eliminate the personal liability of the officers and directors
to shareholders or the corporation for money damages to the extent  permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary  duty so long as liability is not  eliminated or limited
for acts or  omissions  involving  intentional  misconduct,  fraud or a  knowing
violation of law or the payment of unlawful distributions.

     Section  Eight of  Article VI of the  Company's  Bylaws  provides  that the
Company shall indemnify its officers and directors for any liability,  including
reasonable  costs of defense,  arising out of any act or omission of any officer
or director on behalf of the  Corporation  to the fullest  extent allowed by the
laws of the State of Nevada.

     In actions,  proceedings and suits involving an officer or director because
of their being or having been an officer or  director,  other than actions by or
in the right of the  corporation,  NRS  Section  78.751 (the  "Nevada  Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses,  including attorney fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
Company. In criminal cases, an officer or director meets the standard of conduct
if they had no reasonable cause to believe his or her conduct was unlawful.  The
board  of  directors  acting  through  a  quorum  of  disinterested   directors,
independent  legal  counsel  designated  by  the  board  of  directors,  or  the
shareholders  shall  determine  whether  indemnification  is  proper  under  the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.
<PAGE>
     In actions by or in the right of the Company,  the Company may indemnify an
officer or director against expenses provided he or she satisfies the applicable
standard  of  conduct.  However,  the  Company  cannot  indemnify  an officer or
director  adjudged  liable  to the  corporation  on any  claim,  issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability,  and in light of all the  circumstances,  the  officer or director is
fairly and reasonably  entitled to indemnity for expenses.  

     In all  proceedings,whether by or in the right of the Company or otherwise,
the  Nevada  Statute  requires  indemnification  to the  extent  the  officer or
director is successful  on the merits or otherwise in defense of the  proceeding
or in defense of any claim,  issue or matter therein.  A Nevada  corporation may
provide,  either in its articles,  bylaws or  agreements,  that the  corporation
shall pay the  expenses  on behalf of a director  or officer  prior to the final
disposition  of the action upon receipt of an undertaking by or on behalf of the
director or officer to repay those  advancements if it is ultimately  determined
that the  officer or director is not  entitled  to  indemnification.  The Nevada
Statute  does not exclude  other  indemnification  rights to which a director or
officer may be entitled  under the  articles of  incorporation,  the bylaws,  an
agreement,  a vote of shareholders  or  disinterested  directors,  or otherwise;
provided that those rights would not indemnify an officer or director  against a
judgment or other  final  adjudication  adverse to the officer or director  that
establishes the officer's or director's acts or omissions  involved  intentional
misconduct,  fraud or known  violation of the law and were material to the cause
of action.

     The  foregoing  discussion of  indemnification  merely  summarizes  certain
aspects of  indemnification  provisions  and is limited by  reference to the NRS
Section 78.751,  Article VI, Section 8 of the Company's Bylaws, as amended,  and
Article Eight of the Company's Restated Articles of Incorporation.

Item 7.   Exemption from Registration Claimed

     No restricted  securities are being  re-offered or resold  pursuant to this
registration statement.

Item 8. Exhibits.

     The  exhibits  attached to this  Registration  Statement  are listed in the
Exhibit Index, which is found on page 7.

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) To treat,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment as 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.
<PAGE>
     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 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 Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the 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 whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.







                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]











<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 of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on July 13, 1998.

                                          CyberAmerica Corporation

                                          By: /s/ Richard Surber
                                             -------------------
                                             Richard D. Surber as President

                                  POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Richard D. Surber with power of substitution,  as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                      Title                               Date
---------                      -----                               ----

/s/ Richard D. Surber          President, CEO and Director         July 13, 1998
----------------------
Richard D. Surber

/s/ Wayne Newton               Controller                          July 13, 1998
----------------------
Wayne R. Newton

/s/ Adrienne Bernstein         Director                            July 13, 1998
----------------------
Adrienne Bernstein

/s/ Philip Lamb                Director                            July 13, 1998
----------------------
Philip Lamb
<PAGE>
As filed with the Securities and Exchange Commission on July 15, 1998

File No.
------------------


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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


                            CyberAmerica Corporation
                             (A Nevada corporation)

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






<PAGE>
                                INDEX TO EXHIBITS
                                -----------------


Exhibits  SEC Ref. No.      Description of Exhibit                Sequentially
                                                                  Numbered Pages
--------  ------------      ----------------------                --------------
A             4          1998 Stock Option Plan of the Company          9

B          5, 23(b)      Opinion and consent of Counsel with 
                         respect to the legality of the issuance        13
                         of securities being issued

C           23(a)        Consent of Accountant                          16
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FOR CYBERAMERICA CORP.", "secsgml_size_bytes": 18653}]
{"company-data": {"conformed-name": "CYBERAMERICA CORP", "cik": "0000788738", "assigned-sic": "8742", "irs-number": "870509512", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59171", "film-number": "98666926"}, "business-address": {"street1": "268 W 400 S STE 300", "street2": "RICHARD SURBER", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "mail-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": {"former-conformed-name": "CANTON INDUSTRIAL CORP", "date-changed": "19950412"}}
As filed with the Securities and Exchange Commission on July 15, 1998

File No.                                          Commission file number: I-9418
-----------------                                 ------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         -----------------------------

                            CyberAmerica Corporation
                         -----------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                        87-0509512
         ---------                                      ------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
                    (Address of principal executive offices)

               1998 Stock Option Plan of CyberAmerica Corporation
               --------------------------------------------------
                            (Full title of the plan)

   LaVonne Frost, 711 S. Carson Street, Suite 1, Carson City, NV 89701
   -------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (702) 883-5755
                                                             --------------

                         CALCULATION OF REGISTRATION FEE
================================= =============== ======================== ========================= =================
Title of Securities to be         Amounts to be   Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered      Offering Price Per       Aggregate Offering Price  Registration Fee
                                                  Share(1)
================================= =============== ======================== ========================= =================
Common Stock, issuable upon               600,000  $.47                     $300,000                  $88.55
exercise of Options
================================= =============== ======================== ========================= =================
(1)  Bona Fide estimate of maximum  offering  price solely for  calculating  the
     registration  fee  pursuant to Rule 457(h) of the  Securities  Act of 1933,
     based on the average bid and asked price of the  registrant's  common stock
     as of July 14, 1998, a date within five  business days prior to the date of
     filing of this registration statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan described herein.
1998 Stock Option Plan of CyberAmerica Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------

1.    Plan Information                                  Section 10(a) Prospectus

2.    Registrant Information and                        Section 10(a) Prospectus
      Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed  by  CyberAmerica  Corporation,  a  Nevada
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

     1. The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
December 31, 1997.

     2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934,  as amended  (the  "Exchange  Act"),
since the end of the fiscal year ended December 31, 1997.

     3. The description  and specimen  certificate of the Common Stock contained
in the  Company's  Form S-18  Registration  Statement  filed on January 21, 1986
under the Exchange Act,  including any amendment or report filed for the purpose
of updating such description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all  securities  covered by this  Registration  Statement have been sold or
that  de-registers  all such securities then remaining  unsold,  all reports and
other documents  subsequently  filed by the Company  pursuant to Sections 13(a),
13(c),  14, or 15(d) of the Exchange Act shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.

Item 4.  Description of Securities

     The  common  stock  of  the  Company  being  registered  pursuant  to  this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's initial Form S-18 Registration  Statement filed with the Commission on
January  21,  1986,  and is  incorporated  herein by  reference.  (See  "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the  "Securities  Act"), may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

     The Company's  Restated  Articles of  Incorporation,  specifically  Article
Eight,  however,  eliminate the personal liability of the officers and directors
to shareholders or the corporation for money damages to the extent  permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary  duty so long as liability is not  eliminated or limited
for acts or  omissions  involving  intentional  misconduct,  fraud or a  knowing
violation of law or the payment of unlawful distributions.

     Section  Eight of  Article VI of the  Company's  Bylaws  provides  that the
Company shall indemnify its officers and directors for any liability,  including
reasonable  costs of defense,  arising out of any act or omission of any officer
or director on behalf of the  Corporation  to the fullest  extent allowed by the
laws of the State of Nevada.

     In actions,  proceedings and suits involving an officer or director because
of their being or having been an officer or  director,  other than actions by or
in the right of the  corporation,  NRS  Section  78.751 (the  "Nevada  Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses,  including attorney fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
Company. In criminal cases, an officer or director meets the standard of conduct
if they had no reasonable cause to believe his or her conduct was unlawful.  The
board  of  directors  acting  through  a  quorum  of  disinterested   directors,
independent  legal  counsel  designated  by  the  board  of  directors,  or  the
shareholders  shall  determine  whether  indemnification  is  proper  under  the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.
In actions by or in the right of the Company,  the Company may indemnify an
officer or director against expenses provided he or she satisfies the applicable
standard  of  conduct.  However,  the  Company  cannot  indemnify  an officer or
director  adjudged  liable  to the  corporation  on any  claim,  issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability,  and in light of all the  circumstances,  the  officer or director is
fairly and reasonably  entitled to indemnity for expenses.  

     In all  proceedings,whether by or in the right of the Company or otherwise,
the  Nevada  Statute  requires  indemnification  to the  extent  the  officer or
director is successful  on the merits or otherwise in defense of the  proceeding
or in defense of any claim,  issue or matter therein.  A Nevada  corporation may
provide,  either in its articles,  bylaws or  agreements,  that the  corporation
shall pay the  expenses  on behalf of a director  or officer  prior to the final
disposition  of the action upon receipt of an undertaking by or on behalf of the
director or officer to repay those  advancements if it is ultimately  determined
that the  officer or director is not  entitled  to  indemnification.  The Nevada
Statute  does not exclude  other  indemnification  rights to which a director or
officer may be entitled  under the  articles of  incorporation,  the bylaws,  an
agreement,  a vote of shareholders  or  disinterested  directors,  or otherwise;
provided that those rights would not indemnify an officer or director  against a
judgment or other  final  adjudication  adverse to the officer or director  that
establishes the officer's or director's acts or omissions  involved  intentional
misconduct,  fraud or known  violation of the law and were material to the cause
of action.

     The  foregoing  discussion of  indemnification  merely  summarizes  certain
aspects of  indemnification  provisions  and is limited by  reference to the NRS
Section 78.751,  Article VI, Section 8 of the Company's Bylaws, as amended,  and
Article Eight of the Company's Restated Articles of Incorporation.

Item 7.   Exemption from Registration Claimed

     No restricted  securities are being  re-offered or resold  pursuant to this
registration statement.

Item 8. Exhibits.

     The  exhibits  attached to this  Registration  Statement  are listed in the
Exhibit Index, which is found on page 7.

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) To treat,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment as 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.
(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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 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 Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the 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 whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
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 of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on July 13, 1998.

                                          CyberAmerica Corporation

                                          By: /s/ Richard Surber
                                             -------------------
                                             Richard D. Surber as President

                                  POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Richard D. Surber with power of substitution,  as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                      Title                               Date
---------                      -----                               ----

/s/ Richard D. Surber          President, CEO and Director         July 13, 1998
----------------------
Richard D. Surber

/s/ Wayne Newton               Controller                          July 13, 1998
----------------------
Wayne R. Newton

/s/ Adrienne Bernstein         Director                            July 13, 1998
----------------------
Adrienne Bernstein

/s/ Philip Lamb                Director                            July 13, 1998
----------------------
Philip Lamb
As filed with the Securities and Exchange Commission on July 15, 1998

File No.
------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                            CyberAmerica Corporation
                             (A Nevada corporation)

                                  -------------
INDEX TO EXHIBITS
                                -----------------

Exhibits  SEC Ref. No.      Description of Exhibit                Sequentially
                                                                  Numbered Pages
--------  ------------      ----------------------                --------------
A             4          1998 Stock Option Plan of the Company          9

B          5, 23(b)      Opinion and consent of Counsel with 
                         respect to the legality of the issuance        13
                         of securities being issued

C           23(a)        Consent of Accountant                          16