As filed with the Securities and Exchange Commission on April 8, 1997

File No. 333-                           Commission file number: O-13409
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                   
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933  
                   
                    Eurotronics Holdings, Inc.
      (Exact name of registrant as specified in its charter)

     Utah                                         87-0550824
(State or other jurisdiction of              (I.R.S. Employer 
incorporation or organization)               Identification No.)

470 East 3900 South, Suite 205, Salt Lake City, Utah                  84107
   (Address of principal executive offices)                        (Zip code)

       1997 Stock Option Plan of Eurotronics Holdings, Inc.
                     (Full title of the plan)

   Mark Tolman, 470 East 3900 South, Suite 205, Salt Lake City, Utah 84107
         (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (801) 487-0888

                 CALCULATION OF REGISTRATION FEE

Title of        Amount     Proposed        Proposed           Amount of 
Securities to   to be      Maximum         Maximum            Registration  
be Registered   Regist-    Offering Price  Aggregrate         Fee              
                ered       Per Share(1)    Offering Price

Options, each   500,000    $-0-            $-0-               $-0-
entitling the
holder to
purchase one
share of
Common Stock

Common Stock,  500,000     $0.68           $340,000           $118 
issuable upon
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 April 7,
1997, 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.

       1997 Stock Option Plan of Eurotronics Holdings, Inc.
          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 Eurotronics Holdings, Inc., a Utah
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
     
     1.   The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.

     2.   All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), since the end of the fiscal year ended December 31, 1995.

     3.   The description and specimen certificate of the Common Stock contained
in the Company's registration statement on Form S-18 under the Exchange Act
filed with the Commission on October 30, 1983, 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 Company's common stock, par value $0.0001 ("Common Stock"), being
registered pursuant to this registration statement is part of a class of
securities registered under section 12 of the Securities Act of 1933, as
amended ("Securities Act").  A description of such securities is contained in
the Company's registration statement on Form S-18 under the Exchange Act,
filed with the Commission on October 30, 1983, and is incorporated herein by
reference.  (See "Item 3.  Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel.

     No expert named as preparing or certifying all or part of the registration
statement to which this prospectus pertains, and no counsel for the Company
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.

     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 Company to the fullest extent allowed by the laws of the State
of Utah.

     In actions, proceedings and suits involving an officer or director by
reason of their being or having been an officer or director, other than
actions by or in the right of the Utah corporation, Title 16-10a-901 through
Title 16-10a-909 of the Utah Statutes, which inclusively constitute "Part 9"
of Title 16  (the "Utah Statute") permits a Utah corporation to indemnify
directors or officers against actual and reasonable expenses, including
attorneys fees, judgments, fines and amounts paid in settlement.  The Utah
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 corporation.  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 circumstance. 
Termination of proceedings by judgment, order, settlement, conviction or plea
of nolo contendere 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 a Utah corporation, it may indemnify an
officer or director against expenses provided he or she satisfies the
applicable standard of conduct.  However, a Utah corporation cannot indemnify
an officer or director adjudged liable to it 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 Utah corporation or
otherwise, the Utah 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 Utah
corporation may  provide, either in its articles, bylaws or agreements, that
it 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 Utah 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 Utah
Statutes and the Company's Bylaws, as amended.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to members of the board of directors, officers,
employees, 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 Securities Act and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed. 

     No restricted or control securities are being reoffered 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 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 SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


     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 April 8, 1997.


Eurotronics Holdings, Inc.


By /s/ Mark Tolman, President   
Mark Tolman, President





                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark Tolman, 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/ Mark Tolman        President and Director             April 8, 1997
Mark Tolman


 /s/ Fred Muehlmann     Director and                       April 8, 1997
Fred Muehlmann          Secretary-Treasurer


 /s/ Dennis Nickerson   Director and Vice-President        April 8, 1997
Dennis Nickerson
<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on April 8, 1997

File No. 333-


                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                                               


                             EXHIBITS

                                TO

                             FORM S-8

                      REGISTRATION STATEMENT

                              UNDER

                    THE SECURITIES ACT OF 1933

                                              


                    Eurotronics Holdings, Inc.
                       (A Utah corporation)


                                                    



<PAGE>
<PAGE>


                       INDEX TO EXHIBITS


Exhibit   SEC Ref.  Page      Description of Exhibit
No.       No.       No.
A         4         9         1997 Stock Option Plan of the Company   

B         5, 23(a)  13        Opinion and Consent of Counsel with respect to
                              the legality of the issuance of securities being
                              registered

C         23(b)     16        Consent of Andersen, Andersen & Strong, L.C.,
                              certified public accountants
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15667}]
{"company-data": {"conformed-name": "EUROTRONICS HOLDINGS INC", "cik": "0000734089", "assigned-sic": "1000", "irs-number": "870550824", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24933", "film-number": "97578266"}, "business-address": {"street1": "268 WEST 400 SOUTH", "street2": "SUITE 301", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "mail-address": {"street1": "268 WEST 400 SOUTH SUITE 301", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": {"former-conformed-name": "HAMILTON EXPLORATION CO INC", "date-changed": "19951103"}}
As filed with the Securities and Exchange Commission on April 8, 1997

File No. 333-                           Commission file number: O-13409
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                   
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933  
                   
                    Eurotronics Holdings, Inc.
      (Exact name of registrant as specified in its charter)

     Utah                                         87-0550824
(State or other jurisdiction of              (I.R.S. Employer 
incorporation or organization)               Identification No.)

470 East 3900 South, Suite 205, Salt Lake City, Utah                  84107
   (Address of principal executive offices)                        (Zip code)

       1997 Stock Option Plan of Eurotronics Holdings, Inc.
                     (Full title of the plan)

   Mark Tolman, 470 East 3900 South, Suite 205, Salt Lake City, Utah 84107
         (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (801) 487-0888

                 CALCULATION OF REGISTRATION FEE

Title of        Amount     Proposed        Proposed           Amount of 
Securities to   to be      Maximum         Maximum            Registration  
be Registered   Regist-    Offering Price  Aggregrate         Fee              
                ered       Per Share(1)    Offering Price

Options, each   500,000    $-0-            $-0-               $-0-
entitling the
holder to
purchase one
share of
Common Stock

Common Stock,  500,000     $0.68           $340,000           $118 
issuable upon
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 April 7,
1997, 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.

       1997 Stock Option Plan of Eurotronics Holdings, Inc.
          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 Eurotronics Holdings, Inc., a Utah
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
     
     1.   The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.

     2.   All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), since the end of the fiscal year ended December 31, 1995.

     3.   The description and specimen certificate of the Common Stock contained
in the Company's registration statement on Form S-18 under the Exchange Act
filed with the Commission on October 30, 1983, 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 Company's common stock, par value $0.0001 ("Common Stock"), being
registered pursuant to this registration statement is part of a class of
securities registered under section 12 of the Securities Act of 1933, as
amended ("Securities Act").  A description of such securities is contained in
the Company's registration statement on Form S-18 under the Exchange Act,
filed with the Commission on October 30, 1983, and is incorporated herein by
reference.  (See "Item 3.  Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel.

     No expert named as preparing or certifying all or part of the registration
statement to which this prospectus pertains, and no counsel for the Company
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.

     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 Company to the fullest extent allowed by the laws of the State
of Utah.

     In actions, proceedings and suits involving an officer or director by
reason of their being or having been an officer or director, other than
actions by or in the right of the Utah corporation, Title 16-10a-901 through
Title 16-10a-909 of the Utah Statutes, which inclusively constitute "Part 9"
of Title 16  (the "Utah Statute") permits a Utah corporation to indemnify
directors or officers against actual and reasonable expenses, including
attorneys fees, judgments, fines and amounts paid in settlement.  The Utah
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 corporation.  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 circumstance. 
Termination of proceedings by judgment, order, settlement, conviction or plea
of nolo contendere 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 a Utah corporation, it may indemnify an
officer or director against expenses provided he or she satisfies the
applicable standard of conduct.  However, a Utah corporation cannot indemnify
an officer or director adjudged liable to it 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 Utah corporation or
otherwise, the Utah 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 Utah
corporation may  provide, either in its articles, bylaws or agreements, that
it 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 Utah 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 Utah
Statutes and the Company's Bylaws, as amended.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to members of the board of directors, officers,
employees, 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 Securities Act and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed. 

     No restricted or control securities are being reoffered 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 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 SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

     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 April 8, 1997.

Eurotronics Holdings, Inc.

By /s/ Mark Tolman, President   
Mark Tolman, President

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark Tolman, 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/ Mark Tolman        President and Director             April 8, 1997
Mark Tolman

 /s/ Fred Muehlmann     Director and                       April 8, 1997
Fred Muehlmann          Secretary-Treasurer

 /s/ Dennis Nickerson   Director and Vice-President        April 8, 1997
Dennis Nickerson
As filed with the Securities and Exchange Commission on April 8, 1997

File No. 333-

                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                                               

                             EXHIBITS

                                TO

                             FORM S-8

                      REGISTRATION STATEMENT

                              UNDER

                    THE SECURITIES ACT OF 1933

                                              

                    Eurotronics Holdings, Inc.
                       (A Utah corporation)
INDEX TO EXHIBITS

Exhibit   SEC Ref.  Page      Description of Exhibit
No.       No.       No.
A         4         9         1997 Stock Option Plan of the Company   

B         5, 23(a)  13        Opinion and Consent of Counsel with respect to
                              the legality of the issuance of securities being
                              registered

C         23(b)     16        Consent of Andersen, Andersen & Strong, L.C.,
                              certified public accountants