<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on November 26, 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.)

P. O. Box 3131, Salt Lake City, Utah                 84110
(Address of principal executive offices)             (Zip code)

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

             Anne Moxon, P. O. Box 3131, Salt Lake City, Utah 84110
            (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (888) 299-2995

                         CALCULATION OF REGISTRATION FEE
============================ --------------- ----------------------- ------------------------ =====================
Title of Securities to be    Amount to be    Proposed Maximum        Proposed Maximum         Amount of
Registered                   Regist-ered     Offering Price Per      Aggregate Offering       Registration Fee
                                             Share(1)                Price
============================ =============== ======================= ======================== =====================
<S>                               <C>        <C>                     <C>                      <C>  
Common Stock, issuable            1,750,000  $7.00                   $12,250,000              $3713
upon 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 November
25, 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.

                                      Page 1 of 16 consecutively numbered pages.
                                    Exhibit Index appears on consecutive page 7.
<PAGE>
              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, 1996.

 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, 1996.

 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.")
<PAGE>

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.
<PAGE>

 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.

 Although no restricted  securities  are being  reoffered or resold  pursuant to
this  registration  statement,  certain control  securities are being reoffered,
specifically pursuant to the Reoffer Prospectus attached hereto as Exhibit A.

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.
<PAGE>

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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.






                 [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 November 26, 1997.


Eurotronics Holdings, Inc.


By /S/ Allan Green
Allan Green, President & CEO

                                POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears below
constitutes  and  appoints  Allan  Green,  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/Allan Green                 President & CEO                November 26, 1997
Allan Green


/s/Emilio Chiappetta           Secretary/Treasurer            November 26, 1997
Emilio Chiappetta              Director


/s/Annne Moxon                 Director                       November 26, 1997
Anne Moxon


/s/Norman Isaak                Director                       November 26, 1997
Norman Isaak


/s/Marvin Pernica              Chairman of the Board          November 26, 1997
Marvin Pernica                    of Directors


/s/Koh See                    Director                        November 26, 1997
Koh See


/s/Terrence Rodrigues         Director                       November 26, 1997
Terrence Rodrigues
<PAGE>
As filed with the Securities and Exchange Commission on November 26, 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>
                               INDEX TO EXHIBITS

Exhibit  SEC Ref. Page     Description of Exhibit
No.     No.       No.


A       2            9     1997 Stock Option Plan of the Company


B       5, 24(a)     15    Opinion and Consent of Counsel


C       24(b)        17    Consent of certified public accountants
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - EUROTRONICS HOLDINGS INC.", "secsgml_size_bytes": 17021}]
{"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": "333-41149", "film-number": "97729503"}, "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 November 26, 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.)

P. O. Box 3131, Salt Lake City, Utah                 84110
(Address of principal executive offices)             (Zip code)

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

             Anne Moxon, P. O. Box 3131, Salt Lake City, Utah 84110
            (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (888) 299-2995

                         CALCULATION OF REGISTRATION FEE
============================ --------------- ----------------------- ------------------------ =====================
Title of Securities to be    Amount to be    Proposed Maximum        Proposed Maximum         Amount of
Registered                   Regist-ered     Offering Price Per      Aggregate Offering       Registration Fee
                                             Share(1)                Price
============================ =============== ======================= ======================== =====================
Common Stock, issuable            1,750,000  $7.00                   $12,250,000              $3713
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 November
25, 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.

                                      Page 1 of 16 consecutively numbered pages.
                                    Exhibit Index appears on consecutive page 7.
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, 1996.

 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, 1996.

 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.

 Although no restricted  securities  are being  reoffered or resold  pursuant to
this  registration  statement,  certain control  securities are being reoffered,
specifically pursuant to the Reoffer Prospectus attached hereto as Exhibit A.

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.

                 [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 November 26, 1997.

Eurotronics Holdings, Inc.

By /S/ Allan Green
Allan Green, President & CEO

                                POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears below
constitutes  and  appoints  Allan  Green,  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/Allan Green                 President & CEO                November 26, 1997
Allan Green

/s/Emilio Chiappetta           Secretary/Treasurer            November 26, 1997
Emilio Chiappetta              Director

/s/Annne Moxon                 Director                       November 26, 1997
Anne Moxon

/s/Norman Isaak                Director                       November 26, 1997
Norman Isaak

/s/Marvin Pernica              Chairman of the Board          November 26, 1997
Marvin Pernica                    of Directors

/s/Koh See                    Director                        November 26, 1997
Koh See

/s/Terrence Rodrigues         Director                       November 26, 1997
Terrence Rodrigues
As filed with the Securities and Exchange Commission on November 26, 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       2            9     1997 Stock Option Plan of the Company

B       5, 24(a)     15    Opinion and Consent of Counsel

C       24(b)        17    Consent of certified public accountants