As filed with the Securities and Exchange Commission on              
                    October 28, 1997 File No. 333-                      
	
                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549
                                FORM S-8
                          Registration Statement
                               Under the
                          Securities Act of 1933
                         EXTEN INDUSTRIES, INC.
                         ---------------------- 
           (Exact Name of Registrant as Specified in its Charter)
         State of Delaware                      52-1412493
        ------------------                      ----------
     State or Other Jurisdiction       (IRS Employer Identification No.
    of Incorporation or Organization)

      9625 Black Mountain Road, Suite 218, San Diego, CA  92126
      ---------------------------------------------------------
      (Address of Principal Executive Offices)       (Zip Code)

            Employee Compensation & Consulting Services 
            -------------------------------------------
                    (Full Title of the Plan)

   W. Gerald Newmin,9625 Black Mountain Road, Suite 218,San Diego, CA 92126
   ------------------------------------------------------------------------
                   (Name and Address of Agent for Service)

                              (619) 578-9784
                             ------------------
       (Telephone Number, Including Area Code, of Agent for Service)

If any of the securities being registered on this Form are to be offered on a 
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following line: X     

                       CALCULATION OF REGISTRATION FEE                       

                              Proposed    Proposed
 Title of	                    Maximum     Maximum	
securities         Amount     Offering    Aggregate     Amount of
  to be	            to be       Price     Offering     Registration  
Registered       Registered   Per Share    Price           Fee 
---------------------------------------------------------------------
Common Stock      4,530,677     $0.04	    $181,227        $100

(1) Calculated pursuant to Rule 457(h).
Item 3.  Incorporation of Certain Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended November 30, 1996
and Forms 10-QSB for the quarters ended February 28, 1997 and May 31, 1997, and
Forms 8-K dated February 10, 1997, March 15, 1997 and March 26, 1997, filed 
under the Securities Exchange Act of 1934.

Does Not Apply

Item 6.	Indemnification of Directors and Officers:

Section 145 of the General Corporation Laws of Delaware (the "Act") provides 
that a corporation may indemnify a director or officer of the corporation and 
to purchase and maintain liability insurance for those persons as, and to the 
extent permitted by Article 7 of the Act.

The By-Laws of the Company contain provisions indemnifying its directors and 
officers to the extent permitted by Section 145, Article 7 of the General 
Corporation Law of Delaware (the "Act"), as amended from time to time.

The Company's Certificate of Incorporation limits directors' liability for 
monetary damages for breaches of their duties of care owed the Company to 
the fullest extent permitted by Delaware law.

Item 7.	Exemption From Registration Claimed

Does Not Apply

Item 8.	Exhibits

The following is a list of exhibits filed as part of the Registration Statement:
	
24.1 Consent of JH Cohn LLP
24.2 Consent and Opinion of Jeffers, Mangel

Item 9.	Undertakings

The undersigned hereby undertakes:

(1) (a)  To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement:

    (i)  To include any prospectus required by Section 10(a)(3) of the 
 Securities Act of 1933;

    (ii) To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the registration statement;

    (iii)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;

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the 
Registration Statement is on Form S-3 or Form S-8 and the information required 
to be included in a post-effective amendment by those paragraphs is contained 
in periodic reports filed by the Registrant pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in the Registration Statement.

    (b) That, for the purpose of determining any liability under the Securities 
act of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (c) File a post-effective amendment to remove from registration any of the 
securities that remain unsold at the end of the offering.

(2) 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.

        SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all the 
requirements for filing on Form S-8 and Exchange Act of 1934, are hereby 
incorporated by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the 
date hereof and prior to the filing of a post-effective amendment which 
indicates that all securities offered hereby have been sold or which 
de-registers all securities covered hereby then remaining unsold shall be 
deemed to be incorporated by reference herein and to be a part hereof from 
the date of filing of such documents, except as to any portion of any future 
Annual or Quarterly Report to Stockholders which is deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that 
such statement is replace or modified by a statement contained in a 
subsequently dated document incorporated by reference or contained in this 
Registration Statement.

Item 4.	Description of Securities

Securities are registered under Section 12 of the Exchange Act 

Item 5.	Interests of Named duly caused this Registration Statement to be signed 
on its behalf by the undersigned thereunto duly authorized, in the City of San 
Diego, State of California, on the 5th day of September 1997.

                              EXTEN INDUSTRIES, INC.

                              By: 				       
                              W. Gerald Newmin
                              Chairman, Chief Executive Officer, and President

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following persons in the capacities 
and on the dates indicated.
Signature                Title                          Date
/S/W.Gerald Newmin
-----------------        Chairman, President and        October 28, 1997
W. Gerald Newmin         Chief Executive Officer 
	
/S/William R. Hoelscher
---------------------    Vice-President and             October 28, 1997
William R. Hoelscher     Director


INDEX TO EXHIBITS

Sequentially	

Exhibit Number     Description

24.1    Consent of JH Cohn LLP
24.2    Consent and Opinion of William Aul, Esquire re:  Legality


Exhibit 24.1 Consent of Independent Accountants

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement 
on Form S-8 being filed by Exten Industries, Inc. (the "Company") of our 
report dated April 21, 1997 appearing in the Company's Annual Report on Form 
10-KSB for the fiscal year ended November 30, 1996 on our audit of the 
financial statements of the Company as of November 30, 1996 and for the year 
then ended also appearing in the Form 10-KSB.

                                                  J.H. COHN LLP
                                                  San Diego, California
                                                  September 5, 1997






Exhibit 24.2 Consent and Opinion of  Esquire re: Legality

William M. Aul
Attorney At Law
4275 Executive Square, Suite 800
La Jolla, CA  92037

October 17, 1997

Board of Directors
Exten Industries, Inc.
9625 Black Mountain Road, Suite 218
San Diego, CA  92126

Re:  Legal Opinion - Issuance of New Shares & Consent for Use of Opinion
                                    in Registration Statement

Gentlemen:

You have asked for my law firm's opinion with respect to the matters set forth
below in connection with the issuance and registration of 4,530,677 shares of
the Common Stock (par value $0.01) (the "Shares") of Exten Industries, Inc.,
a Delaware corporation (the "Company") as described on the Form S-8
Registration Statement (the "Registration Statement") filed with the 
U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") and the limited offering permit (the "Permit") to be 
issued to the Company by the California Department of Corporations in 
connection with the filing of an Application for Qualification by 
Coordination under California Corporations Code Section 25111 of the 
California Corporate Securites Act of 1968, as amended.

This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business
Law (1991).  As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all
more particularly described in the Accord, and this Opinion Letter should be
read in conjuction therewith.

You have not asked my law firm to participate and we have not participated in
the preparation or review of the accuracy or completeness of the statements 
and representations made by the Registration Statement.  My law firm has not 
been asked to conduct or review any due diligence, and evaluate the 
completeness or the accuracy of the Registration Statement's disclosure of 
the Company's affairs.  My law firm can therefore take no responsibility for
nor have we verified independently or otherwise, any of the information
contained in the Registration Statement.

The Company has provided my office with a certificate of its Chief
Executive Officer certifying that the Company has received full
consideration for the issuance of the Shares.  We have also
received photostatic copies of Minutes and Actions of the Board of
Directors which the Company has provided (collectively, the
"Corporate Actions") and upon which these issuances are based and
on which I rely.
The Company has also assured me that all of the Shares to be issued
pursuant to the Registration Statement will be issued only upon the
Company's receipt, from each proposed holder, of an executed
Investment Agreement, acknowledging that the proposed holder meets
or exceeds the suitability standards required by the Permit.  The
Permit requires that each proposed holder meet or exceed specified
income and net worth suitability standards at the time that one or
more certificates representing the Shares are to be issued.
In connection with the opinion expressed below, I have examined and
relied upon, as the factual matters, the photostatic copy of the
Company's Registration Statement, the Corporate Actions, and the
Company's assurances that it will comply with the Permit.
With your permission, I have assumed the authenticity of the
signatures presented on all documents received from the Company in
connection with this matter and that there are no other
understandings, arrangements, or other corporate actions or minutes
signatures presented on all documents received from the Company
in connection with this matter and that there are no other understandings, 
arrangements, or other corporate actions or minutes which would limit, 
restrict, revoke, or repeal the proposed issuances of the Company's 
Shares hereunder.

My law firm has examined and relied upon, as to matters of law,
such consideration as I, in my judgement, have deemed necessary or
appropriate to render the opinions expressed below.  This opinion
is limited to federal law, the provisions of the Delaware General
Corporation Law and the provisions of the California Corporate
Securities Act of 1968, as amended.  I can assume no responsibility
for the law of any other jurisdiction.

Based upon and subject to the foregoing, I am of the opinion that
the Company has received full consideration for the issuance of the
Shares, that the Shares will be validly issued and non-assessable,
and that the Shares will be issued in conformity with the
registration requirements of the Act and the conditions and
suitability standards that are anticipated to be required by the 
Permit.

This opinion is limited solely to the matter set forth herein and
is delivered to you only with regard to and is intended for use
solely in connection with the Registration Statement.  This Opinion
should not be relied upon for any other purpose.

I hereby consent to the inclusion of this Opinion in the
Registration Statement.

If you have any questions or if we can help you in any way, please
call me.  Thank you for your inquiry.

Sincerely,

/S/William M. Aul
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14892}]
{"company-data": {"conformed-name": "EXTEN INDUSTRIES INC", "cik": "0000811779", "assigned-sic": "6199", "irs-number": "521412493", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39307", "film-number": "97706419"}, "business-address": {"street1": "9625 BLACK MOUNTAIN RD STE 218", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "6195789784"}, "mail-address": {"street1": "9625 BLACK MOUNTAIN RD STE 218", "city": "SAN DIEGO", "state": "CA", "zip": "92126"}, "former-company": {"former-conformed-name": "EXTEN VENTURES INC", "date-changed": "19910923"}}
As filed with the Securities and Exchange Commission on              
                    October 28, 1997 File No. 333-                      
	
                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549
                                FORM S-8
                          Registration Statement
                               Under the
                          Securities Act of 1933
                         EXTEN INDUSTRIES, INC.
                         ---------------------- 
           (Exact Name of Registrant as Specified in its Charter)
         State of Delaware                      52-1412493
        ------------------                      ----------
     State or Other Jurisdiction       (IRS Employer Identification No.
    of Incorporation or Organization)

      9625 Black Mountain Road, Suite 218, San Diego, CA  92126
      ---------------------------------------------------------
      (Address of Principal Executive Offices)       (Zip Code)

            Employee Compensation & Consulting Services 
            -------------------------------------------
                    (Full Title of the Plan)

   W. Gerald Newmin,9625 Black Mountain Road, Suite 218,San Diego, CA 92126
   ------------------------------------------------------------------------
                   (Name and Address of Agent for Service)

                              (619) 578-9784
                             ------------------
       (Telephone Number, Including Area Code, of Agent for Service)

If any of the securities being registered on this Form are to be offered on a 
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following line: X     

                       CALCULATION OF REGISTRATION FEE                       

                              Proposed    Proposed
 Title of	                    Maximum     Maximum	
securities         Amount     Offering    Aggregate     Amount of
  to be	            to be       Price     Offering     Registration  
Registered       Registered   Per Share    Price           Fee 
---------------------------------------------------------------------
Common Stock      4,530,677     $0.04	    $181,227        $100

(1) Calculated pursuant to Rule 457(h).
Item 3.  Incorporation of Certain Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended November 30, 1996
and Forms 10-QSB for the quarters ended February 28, 1997 and May 31, 1997, and
Forms 8-K dated February 10, 1997, March 15, 1997 and March 26, 1997, filed 
under the Securities Exchange Act of 1934.

Does Not Apply

Item 6.	Indemnification of Directors and Officers:

Section 145 of the General Corporation Laws of Delaware (the "Act") provides 
that a corporation may indemnify a director or officer of the corporation and 
to purchase and maintain liability insurance for those persons as, and to the 
extent permitted by Article 7 of the Act.

The By-Laws of the Company contain provisions indemnifying its directors and 
officers to the extent permitted by Section 145, Article 7 of the General 
Corporation Law of Delaware (the "Act"), as amended from time to time.

The Company's Certificate of Incorporation limits directors' liability for 
monetary damages for breaches of their duties of care owed the Company to 
the fullest extent permitted by Delaware law.

Item 7.	Exemption From Registration Claimed

Does Not Apply

Item 8.	Exhibits

The following is a list of exhibits filed as part of the Registration Statement:
	
24.1 Consent of JH Cohn LLP
24.2 Consent and Opinion of Jeffers, Mangel

Item 9.	Undertakings

The undersigned hereby undertakes:

(1) (a)  To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement:

    (i)  To include any prospectus required by Section 10(a)(3) of the 
 Securities Act of 1933;

    (ii) To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the registration statement;

    (iii)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;

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the 
Registration Statement is on Form S-3 or Form S-8 and the information required 
to be included in a post-effective amendment by those paragraphs is contained 
in periodic reports filed by the Registrant pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in the Registration Statement.

    (b) That, for the purpose of determining any liability under the Securities 
act of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (c) File a post-effective amendment to remove from registration any of the 
securities that remain unsold at the end of the offering.

(2) 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.

        SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all the 
requirements for filing on Form S-8 and Exchange Act of 1934, are hereby 
incorporated by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the 
date hereof and prior to the filing of a post-effective amendment which 
indicates that all securities offered hereby have been sold or which 
de-registers all securities covered hereby then remaining unsold shall be 
deemed to be incorporated by reference herein and to be a part hereof from 
the date of filing of such documents, except as to any portion of any future 
Annual or Quarterly Report to Stockholders which is deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that 
such statement is replace or modified by a statement contained in a 
subsequently dated document incorporated by reference or contained in this 
Registration Statement.

Item 4.	Description of Securities

Securities are registered under Section 12 of the Exchange Act 

Item 5.	Interests of Named duly caused this Registration Statement to be signed 
on its behalf by the undersigned thereunto duly authorized, in the City of San 
Diego, State of California, on the 5th day of September 1997.

                              EXTEN INDUSTRIES, INC.

                              By: 				       
                              W. Gerald Newmin
                              Chairman, Chief Executive Officer, and President

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following persons in the capacities 
and on the dates indicated.
Signature                Title                          Date
/S/W.Gerald Newmin
-----------------        Chairman, President and        October 28, 1997
W. Gerald Newmin         Chief Executive Officer 
	
/S/William R. Hoelscher
---------------------    Vice-President and             October 28, 1997
William R. Hoelscher     Director

INDEX TO EXHIBITS

Sequentially	

Exhibit Number     Description

24.1    Consent of JH Cohn LLP
24.2    Consent and Opinion of William Aul, Esquire re:  Legality

Exhibit 24.1 Consent of Independent Accountants

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement 
on Form S-8 being filed by Exten Industries, Inc. (the "Company") of our 
report dated April 21, 1997 appearing in the Company's Annual Report on Form 
10-KSB for the fiscal year ended November 30, 1996 on our audit of the 
financial statements of the Company as of November 30, 1996 and for the year 
then ended also appearing in the Form 10-KSB.

                                                  J.H. COHN LLP
                                                  San Diego, California
                                                  September 5, 1997

Exhibit 24.2 Consent and Opinion of  Esquire re: Legality

William M. Aul
Attorney At Law
4275 Executive Square, Suite 800
La Jolla, CA  92037

October 17, 1997

Board of Directors
Exten Industries, Inc.
9625 Black Mountain Road, Suite 218
San Diego, CA  92126

Re:  Legal Opinion - Issuance of New Shares & Consent for Use of Opinion
                                    in Registration Statement

Gentlemen:

You have asked for my law firm's opinion with respect to the matters set forth
below in connection with the issuance and registration of 4,530,677 shares of
the Common Stock (par value $0.01) (the "Shares") of Exten Industries, Inc.,
a Delaware corporation (the "Company") as described on the Form S-8
Registration Statement (the "Registration Statement") filed with the 
U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") and the limited offering permit (the "Permit") to be 
issued to the Company by the California Department of Corporations in 
connection with the filing of an Application for Qualification by 
Coordination under California Corporations Code Section 25111 of the 
California Corporate Securites Act of 1968, as amended.

This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business
Law (1991).  As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all
more particularly described in the Accord, and this Opinion Letter should be
read in conjuction therewith.

You have not asked my law firm to participate and we have not participated in
the preparation or review of the accuracy or completeness of the statements 
and representations made by the Registration Statement.  My law firm has not 
been asked to conduct or review any due diligence, and evaluate the 
completeness or the accuracy of the Registration Statement's disclosure of 
the Company's affairs.  My law firm can therefore take no responsibility for
nor have we verified independently or otherwise, any of the information
contained in the Registration Statement.

The Company has provided my office with a certificate of its Chief
Executive Officer certifying that the Company has received full
consideration for the issuance of the Shares.  We have also
received photostatic copies of Minutes and Actions of the Board of
Directors which the Company has provided (collectively, the
"Corporate Actions") and upon which these issuances are based and
on which I rely.
The Company has also assured me that all of the Shares to be issued
pursuant to the Registration Statement will be issued only upon the
Company's receipt, from each proposed holder, of an executed
Investment Agreement, acknowledging that the proposed holder meets
or exceeds the suitability standards required by the Permit.  The
Permit requires that each proposed holder meet or exceed specified
income and net worth suitability standards at the time that one or
more certificates representing the Shares are to be issued.
In connection with the opinion expressed below, I have examined and
relied upon, as the factual matters, the photostatic copy of the
Company's Registration Statement, the Corporate Actions, and the
Company's assurances that it will comply with the Permit.
With your permission, I have assumed the authenticity of the
signatures presented on all documents received from the Company in
connection with this matter and that there are no other
understandings, arrangements, or other corporate actions or minutes
signatures presented on all documents received from the Company
in connection with this matter and that there are no other understandings, 
arrangements, or other corporate actions or minutes which would limit, 
restrict, revoke, or repeal the proposed issuances of the Company's 
Shares hereunder.

My law firm has examined and relied upon, as to matters of law,
such consideration as I, in my judgement, have deemed necessary or
appropriate to render the opinions expressed below.  This opinion
is limited to federal law, the provisions of the Delaware General
Corporation Law and the provisions of the California Corporate
Securities Act of 1968, as amended.  I can assume no responsibility
for the law of any other jurisdiction.

Based upon and subject to the foregoing, I am of the opinion that
the Company has received full consideration for the issuance of the
Shares, that the Shares will be validly issued and non-assessable,
and that the Shares will be issued in conformity with the
registration requirements of the Act and the conditions and
suitability standards that are anticipated to be required by the 
Permit.

This opinion is limited solely to the matter set forth herein and
is delivered to you only with regard to and is intended for use
solely in connection with the Registration Statement.  This Opinion
should not be relied upon for any other purpose.

I hereby consent to the inclusion of this Opinion in the
Registration Statement.

If you have any questions or if we can help you in any way, please
call me.  Thank you for your inquiry.

Sincerely,

/S/William M. Aul