REGISTRATION NO.______________




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               -------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                           U.S. GLOBAL INVESTORS, INC.
             (Exact name of registrant as specified in its charter)

          Texas                                                   74-6370582
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)
                              --------------------

                   7900 Callaghan Road, San Antonio, TX 78229
                           Telephone No. (210)308-1234

          (Address,  including zip code,  and telephone  number,  including area
             code, of registrant's principal executive offices)

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

                           U.S. GLOBAL INVESTORS, INC.
                               1997 NON-QUALIFIED
                                STOCK OPTION PLAN

                            (Full Title of the Plan)
                              --------------------

                                 Susan B. McGee
                     Vice President and Corporate Secretary
                         United Services Advisors, Inc.
                               7900 Callaghan Road
                            San Antonio, Texas 78229
                                  (210)308-1234

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

<PAGE>



                         CALCULATION OF REGISTRATION FEE


                                               Proposed    Proposed
                                               maximum     maximum
                                   Amount      offering    aggregate   Amount of
  Title of securities              to be       price per   offering    registra-
     to registered              registered     share(1)    price(1)    tion fee
--------------------------------------------------------------------------------
Class A Common Stock,         200,000 shares    $1.84    $368,000.00    $100.00
par value $.05 per share --

-----------------------
(1)    Estimated  solely for the purpose of  calculating  the  registration  fee
       (based on the  average  of the high and low  prices of the Class A Common
       Stock as reported in the NASDAQ System on April 18, 1997).
                              --------------------

                        (Exhibit Table on Page 5 of __)

                                        2

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS



Pursuant  to the  Note to Part I of  Form  S-8,  the  documents  containing  the
information  specified in Part I of Form S-8 will be distributed as specified by
Rule 428(b)(1) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

     The U.S.  Global  Investors,  Inc.'s  ("U.S.  Global's" or  "Registrant's")
Annual  Report on Form 10-K for the year  ended  June 30,  1996,  the  Quarterly
Report on Form 10-Q for the quarters ended  September 30, 1996, and December 31,
1996,  the July 10, 1996, and March 10, 1997,  Current  Reports on Form 8-K, the
October 25, 1985, Form 8-A filed with the Securities and Exchange  Commission by
U.S.  Global  (Commission  File  Number  0-13928)  pursuant to Section 13 of the
Securities  Exchange Act of 1934  ("Exchange  Act") and the  September 24, 1996,
Report by Issuer of Securities Quoted on the NASDAQ Interdealer Quotation System
on Form 10-C are incorporated herein by reference.

     Each document filed by U.S. Global pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
shares  offered  hereunder  have  been  sold or  which  deregisters  all  shares
remaining  unsold  hereunder  shall  be  deemed  to be  incorporated  herein  by
reference and to be a part hereof from the date of filing of such document.

ITEM 4.    DESCRIPTION OF SECURITIES.

     Not Required--class registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not  Required--no  named expert nor counsel has an interest  required to be
disclosed under this item and none are employees of U.S. Global.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Article  2.02(16)  of the  Texas  Business  Corporation  Act  (the  "TBCA")
empowers U.S. Global to indemnify directors,  officers,  employees and agents of
U.S. Global and to purchase liability  insurance for those persons to the extent
permitted by Article 2.02-1 of the TBCA.

     Article  2.02-1  of the  TBCA  in  part  provides  that a  corporation  may
indemnify its officers and directors for any liability if it is determined  that
such officer or director (i) conducted  himself in good faith,  (ii)  reasonably
believes,  in the case of  conduct  in his  official  capacity  as an officer or
director,  that his conduct was in the corporation's  best interest,  and in all
other cases, that his conduct was at least not opposed to the corporation's best
interest,  and (iii) in the case of any criminal  proceeding,  had no reasonable
cause to believe that his conduct was  unlawful.  These  determinations  must be
made (i) by a majority  vote of a quorum  consisting of the directors who at the
time of the vote are not named defendants or respondents in the proceeding, (ii)
if such a quorum  cannot be obtained,  by a majority  vote of a committee of the
Board of  Directors,  designated  to act in the matter by a majority vote of all
directors,  consisting  solely of two or more  directors who, at the time of the
vote,  are not named  defendants  or  respondents  in the  proceeding,  (iii) by
special legal  counsel  selected by the Board of Directors or a committee of the
Board by a vote as set forth in (i) or (ii) above,  or, if such a quorum  cannot
be obtained and such a committee vote cannot be established,  by a majority vote
of all directors, or (iv) by the shareholders in a vote that excludes the shares
that are held by directors and officers who are named  defendants or respondents
in the proceeding.

                                        1

<PAGE>



     Under  Article  2.02-1  of  the  TBCA,  an  officer  or a  director  may be
indemnified against judgments,  penalties  (including excise and similar taxes),
fines, settlements,  and reasonable expenses actually incurred by the officer or
director in connection  with the  proceeding,  but if the officer or director is
found liable to the  corporation  or is found liable on the basis that  personal
benefit was improperly received by the officer or director,  the indemnification
(i) is  limited to  reasonable  expenses  actually  incurred  by the  officer or
director  in  connection  with the  proceeding,  and (ii)  shall  not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional  misconduct in the  performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea nolo contendere or its equivalent is not of itself
determinative  that the officer or director  did not meet the  requirements  set
forth above. An officer or director shall be deemed to have been found liable in
respect of any claim,  issue or matter only after the officer or director  shall
have been so adjudicated by a court of competent  jurisdiction  after exhaustion
of all appeals therefrom.

     Article  2.02-1 of the TBCA  further  authorizes a  corporation  to pay the
reasonable  expenses  incurred by an officer or director in advance of the final
disposition of such proceeding if the corporation receives a written affirmation
by the officer or director of his good faith belief that he has met the standard
of conduct  necessary for  indemnification  as well as a written  undertaking to
repay the amount paid by the corporation if it is ultimately determined that the
officer  or  director  has not  met the  requirements  for  indemnification.  In
addition,  Article  2.02-1 of the TBCA empowers a  corporation  to indemnify and
advance reasonable  expenses to an employee,  agent and certain other persons to
the same extent it may indemnify in advance  expenses to officers and directors.
Finally,  Article  2.02-1 of the TBCA  empowers a  corporation  to purchase  and
maintain  insurance  on behalf of  directors,  officers,  employees,  agents and
certain  other  persons  against any  liability  asserted  against such persons,
whether or not the  corporation  would have the power to indemnify  such persons
against that liability under Article 2.02-1 of the TBCA.

     Under U.S.  Global's  Bylaws,  U.S.  Global shall, to the fullest extent to
which it is empowered to do so by the TBCA or any other  applicable  laws as may
from  time to  time  be in  effect,  indemnify  any  person  who  was,  is or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of U.S.  Global or is
or was serving at the request of U.S. Global as a director, officer, proprietor,
trustee,  employee,  agent or similar functionary of another foreign or domestic
corporation,  partnership, joint venture, trust or other enterprise, against all
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action, suit or proceeding.  U.S. Global's obligations under its Bylaws include,
but are not limited to, the convening of a meeting and the  consideration of any
matter thereby,  required by statute in order to determine the eligibility of an
officer or director for  indemnification.  U.S. Global's obligation to indemnify
and prepay  expenses  under its Bylaws  shall arise,  and all rights  granted to
directors,  officers,  employees or agents thereunder shall vest, at the time of
the  occurrence  of the  transaction  or  event to which  such  action,  suit or
proceeding  relates,  or at the time that the  action or  contact  to which such
action,  suit or proceeding relates was first taken or engaged in (or omitted to
be taken or engaged in),  regardless of when such action,  suit or proceeding is
first threatened, commenced or completed.

     Accordingly,  under U.S.  Global's Bylaws,  no action taken by U.S. Global,
either by amendment of its Bylaws or its Articles of Incorporation or otherwise,
shall diminish or adversely affect any rights to  indemnification  or prepayment
of expenses granted under U.S. Global's Bylaws which have become vested prior to
the date that such amendment or corporation action is taken. Further, under U.S.
Global's  Bylaws the Board of  Directors  has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and  incurred  by him in any such  capacity  or arising out of his status as
such,  whether or not U.S.  Global would have the power to indemnify him against
such  liability  under the  provisions  of the TBCA,  U.S.  Global's  Article of
Incorporation or U.S. Global's Bylaws.

     U.S.  Global  has  purchased  liability  insurance  policies  covering  its
directors and officers to provide  protection  where U.S.  Global cannot legally
indemnify  a director  or officer and where a claim  arises  under the  Employee
Retirement Income Security Act of 1974 against a director or officer based on an
alleged breach of fiduciary duty or other wrongful act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     No exemption has been relied upon.

                                        2

<PAGE>


ITEM 8.  EXHIBITS.

(4)       U.S.  Global   Investors,   Inc.  1997   Non-Qualified   Stock  Option
          Plan--filed herewith.

(5)       Opinion regarding legality -- filed here with.

(23)(a)   Consent of Independent  Accountants  -- Price  Waterhouse LLP -- filed
          herewith.

(23)(b)   Consent of Counsel -- filed herewith as part of Exhibit 5 above.

(24)      Powers of Attorney -- filed herewith as part of the signature page.

ITEM 9.   UNDERTAKINGS.

          (a)    The undersigned Registrant hereby undertakes:

                 (1)    To file,  during any period in which offers or sales are
                        being  made  of  the  securities  registered  hereby,  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 this 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 the  undertakings set forth in
                        paragraphs  (i)  and  (ii)  above  do not  apply  if 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   Exchange   Act  that  are
                        incorporated   by   reference   in   this   Registration
                        Statement.

                 (2)    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.

                 (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)    That, for the purposes of determining  any liability  under the
                 Securities Act of 1933, each filing of the Registrant's  annual
                 report  pursuant  to  Section  13(a)  or  Section  15(d) of the
                 Exchange  Act  that  is   incorporated   by  reference  in  the
                 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.

          (h)    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  of
                 controlling person in

                                        3

<PAGE>

                 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.

                                        4

<PAGE>



                               POWERS OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Frank E. Holmes,  Bobby D. Duncan,  Susan
B. McGee,  Thomas D. Tays,  and Charles W.  Lutter,  Jr. and each of them acting
singularly, as our true and lawful  attorneys-in-fact,  with full powers to them
and each of them to sign for us, in our names in the capacities indicated below,
the Registration  Statement on Form S-8 of U.S. Global  Investors,  Inc. and any
and all amendments thereto or any related document required therewith,  with the
Securities and Exchange  Commission,  granting upon said  attorneys-in-fact  and
agents,  and each of them full power and  authority  to do and perform  each and
every act and  thing  requisite  and  necessary  to be done to  comply  with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the Securities and Exchange Commission, hereby ratifying and confirming all that
said  attorneys-in-fact  and agents or any of them, or their or his substitutes,
may lawfully do or cause to be done by virtue thereof.

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  U.S.
Global Investors,  Inc. 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 San Antonio,  State of Texas, on the 15th, day of
April, 1997.


                           U.S. GLOBAL INVESTORS, INC.
                           (Registrant)

                           By: /s/Frank E. Holmes
                              --------------------------
                              Frank E. Holmes, President

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

     SIGNATURE                  CAPACITY IN WHICH SIGNED             DATE


/s/ Frank E. Holmes
--------------------------      Chairman of the Board,           April 15, 1997
Frank E.  Holmes                Chief Executive
                                Officer, President,
                                Chief Operating Officer
                                Chief Financial Officer

/s/ Victor Flores
--------------------------      Executive Vice President,        April 15, 1997
Victor Flores                   Chief Investment Officer
                                and Director

/s/ Kevin C. White
--------------------------      Chief Accounting Officer         April 15, 1997
Kevin C.  White


/s/ Bobby D. Duncan
--------------------------      Executive Vice President,        April 15, 1997
Bobby D.  Duncan                Strategic Development and
                                Special Projects, Director

/s/ Jerold H. Rubinstein
--------------------------      Director                         April 15, 1997
Jerold H. Rubinstein


/s/ Roy D. Terracina
--------------------------      Director                         April 15, 1997
Roy  D. Terracina



                                        5

<PAGE>


                                INDEX TO EXHIBITS




EXHIBIT NO.    DESCRIPTION OF EXHIBIT

(4)            U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan

(5)            Opinion Regarding Legality.

(23)(a)        Consent of Independent Accountants -- Price Waterhouse LLP.

(23)(b)        Consent of Counsel -- filed herewith as part of Exhibit 5.

(24)           Powers of Attorney -- filed herewith on signature page.

                                        6

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "1997 NON-QUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 22053}]
{"company-data": {"conformed-name": "U S GLOBAL INVESTORS INC", "cik": "0000754811", "assigned-sic": "6282", "irs-number": "741598370", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25699", "film-number": "97585974"}, "business-address": {"street1": "7900 CALLAGHAN RD", "city": "SAN ANTONIO", "state": "TX", "zip": "78229", "phone": "2103081234"}, "mail-address": {"street1": "7900 CALLAGHAN ROAD", "city": "SAN ANTONIO", "state": "TX", "zip": "78229"}, "former-company": {"former-conformed-name": "UNITED SERVICES ADVISORS INC /TX/", "date-changed": "19950321"}}
REGISTRATION NO.______________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               -------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                           U.S. GLOBAL INVESTORS, INC.
             (Exact name of registrant as specified in its charter)

          Texas                                                   74-6370582
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)
                              --------------------

                   7900 Callaghan Road, San Antonio, TX 78229
                           Telephone No. (210)308-1234

          (Address,  including zip code,  and telephone  number,  including area
             code, of registrant's principal executive offices)

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

                           U.S. GLOBAL INVESTORS, INC.
                               1997 NON-QUALIFIED
                                STOCK OPTION PLAN

                            (Full Title of the Plan)
                              --------------------

                                 Susan B. McGee
                     Vice President and Corporate Secretary
                         United Services Advisors, Inc.
                               7900 Callaghan Road
                            San Antonio, Texas 78229
                                  (210)308-1234

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                              --------------------
CALCULATION OF REGISTRATION FEE

                                               Proposed    Proposed
                                               maximum     maximum
                                   Amount      offering    aggregate   Amount of
  Title of securities              to be       price per   offering    registra-
     to registered              registered     share(1)    price(1)    tion fee
--------------------------------------------------------------------------------
Class A Common Stock,         200,000 shares    $1.84    $368,000.00    $100.00
par value $.05 per share --

-----------------------
(1)    Estimated  solely for the purpose of  calculating  the  registration  fee
       (based on the  average  of the high and low  prices of the Class A Common
       Stock as reported in the NASDAQ System on April 18, 1997).
                              --------------------

                        (Exhibit Table on Page 5 of __)

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Pursuant  to the  Note to Part I of  Form  S-8,  the  documents  containing  the
information  specified in Part I of Form S-8 will be distributed as specified by
Rule 428(b)(1) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

     The U.S.  Global  Investors,  Inc.'s  ("U.S.  Global's" or  "Registrant's")
Annual  Report on Form 10-K for the year  ended  June 30,  1996,  the  Quarterly
Report on Form 10-Q for the quarters ended  September 30, 1996, and December 31,
1996,  the July 10, 1996, and March 10, 1997,  Current  Reports on Form 8-K, the
October 25, 1985, Form 8-A filed with the Securities and Exchange  Commission by
U.S.  Global  (Commission  File  Number  0-13928)  pursuant to Section 13 of the
Securities  Exchange Act of 1934  ("Exchange  Act") and the  September 24, 1996,
Report by Issuer of Securities Quoted on the NASDAQ Interdealer Quotation System
on Form 10-C are incorporated herein by reference.

     Each document filed by U.S. Global pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
shares  offered  hereunder  have  been  sold or  which  deregisters  all  shares
remaining  unsold  hereunder  shall  be  deemed  to be  incorporated  herein  by
reference and to be a part hereof from the date of filing of such document.

ITEM 4.    DESCRIPTION OF SECURITIES.

     Not Required--class registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not  Required--no  named expert nor counsel has an interest  required to be
disclosed under this item and none are employees of U.S. Global.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Article  2.02(16)  of the  Texas  Business  Corporation  Act  (the  "TBCA")
empowers U.S. Global to indemnify directors,  officers,  employees and agents of
U.S. Global and to purchase liability  insurance for those persons to the extent
permitted by Article 2.02-1 of the TBCA.

     Article  2.02-1  of the  TBCA  in  part  provides  that a  corporation  may
indemnify its officers and directors for any liability if it is determined  that
such officer or director (i) conducted  himself in good faith,  (ii)  reasonably
believes,  in the case of  conduct  in his  official  capacity  as an officer or
director,  that his conduct was in the corporation's  best interest,  and in all
other cases, that his conduct was at least not opposed to the corporation's best
interest,  and (iii) in the case of any criminal  proceeding,  had no reasonable
cause to believe that his conduct was  unlawful.  These  determinations  must be
made (i) by a majority  vote of a quorum  consisting of the directors who at the
time of the vote are not named defendants or respondents in the proceeding, (ii)
if such a quorum  cannot be obtained,  by a majority  vote of a committee of the
Board of  Directors,  designated  to act in the matter by a majority vote of all
directors,  consisting  solely of two or more  directors who, at the time of the
vote,  are not named  defendants  or  respondents  in the  proceeding,  (iii) by
special legal  counsel  selected by the Board of Directors or a committee of the
Board by a vote as set forth in (i) or (ii) above,  or, if such a quorum  cannot
be obtained and such a committee vote cannot be established,  by a majority vote
of all directors, or (iv) by the shareholders in a vote that excludes the shares
that are held by directors and officers who are named  defendants or respondents
in the proceeding.

                                        1
Under  Article  2.02-1  of  the  TBCA,  an  officer  or a  director  may be
indemnified against judgments,  penalties  (including excise and similar taxes),
fines, settlements,  and reasonable expenses actually incurred by the officer or
director in connection  with the  proceeding,  but if the officer or director is
found liable to the  corporation  or is found liable on the basis that  personal
benefit was improperly received by the officer or director,  the indemnification
(i) is  limited to  reasonable  expenses  actually  incurred  by the  officer or
director  in  connection  with the  proceeding,  and (ii)  shall  not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional  misconduct in the  performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea nolo contendere or its equivalent is not of itself
determinative  that the officer or director  did not meet the  requirements  set
forth above. An officer or director shall be deemed to have been found liable in
respect of any claim,  issue or matter only after the officer or director  shall
have been so adjudicated by a court of competent  jurisdiction  after exhaustion
of all appeals therefrom.

     Article  2.02-1 of the TBCA  further  authorizes a  corporation  to pay the
reasonable  expenses  incurred by an officer or director in advance of the final
disposition of such proceeding if the corporation receives a written affirmation
by the officer or director of his good faith belief that he has met the standard
of conduct  necessary for  indemnification  as well as a written  undertaking to
repay the amount paid by the corporation if it is ultimately determined that the
officer  or  director  has not  met the  requirements  for  indemnification.  In
addition,  Article  2.02-1 of the TBCA empowers a  corporation  to indemnify and
advance reasonable  expenses to an employee,  agent and certain other persons to
the same extent it may indemnify in advance  expenses to officers and directors.
Finally,  Article  2.02-1 of the TBCA  empowers a  corporation  to purchase  and
maintain  insurance  on behalf of  directors,  officers,  employees,  agents and
certain  other  persons  against any  liability  asserted  against such persons,
whether or not the  corporation  would have the power to indemnify  such persons
against that liability under Article 2.02-1 of the TBCA.

     Under U.S.  Global's  Bylaws,  U.S.  Global shall, to the fullest extent to
which it is empowered to do so by the TBCA or any other  applicable  laws as may
from  time to  time  be in  effect,  indemnify  any  person  who  was,  is or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of U.S.  Global or is
or was serving at the request of U.S. Global as a director, officer, proprietor,
trustee,  employee,  agent or similar functionary of another foreign or domestic
corporation,  partnership, joint venture, trust or other enterprise, against all
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action, suit or proceeding.  U.S. Global's obligations under its Bylaws include,
but are not limited to, the convening of a meeting and the  consideration of any
matter thereby,  required by statute in order to determine the eligibility of an
officer or director for  indemnification.  U.S. Global's obligation to indemnify
and prepay  expenses  under its Bylaws  shall arise,  and all rights  granted to
directors,  officers,  employees or agents thereunder shall vest, at the time of
the  occurrence  of the  transaction  or  event to which  such  action,  suit or
proceeding  relates,  or at the time that the  action or  contact  to which such
action,  suit or proceeding relates was first taken or engaged in (or omitted to
be taken or engaged in),  regardless of when such action,  suit or proceeding is
first threatened, commenced or completed.

     Accordingly,  under U.S.  Global's Bylaws,  no action taken by U.S. Global,
either by amendment of its Bylaws or its Articles of Incorporation or otherwise,
shall diminish or adversely affect any rights to  indemnification  or prepayment
of expenses granted under U.S. Global's Bylaws which have become vested prior to
the date that such amendment or corporation action is taken. Further, under U.S.
Global's  Bylaws the Board of  Directors  has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and  incurred  by him in any such  capacity  or arising out of his status as
such,  whether or not U.S.  Global would have the power to indemnify him against
such  liability  under the  provisions  of the TBCA,  U.S.  Global's  Article of
Incorporation or U.S. Global's Bylaws.

     U.S.  Global  has  purchased  liability  insurance  policies  covering  its
directors and officers to provide  protection  where U.S.  Global cannot legally
indemnify  a director  or officer and where a claim  arises  under the  Employee
Retirement Income Security Act of 1974 against a director or officer based on an
alleged breach of fiduciary duty or other wrongful act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     No exemption has been relied upon.

                                        2
ITEM 8.  EXHIBITS.

(4)       U.S.  Global   Investors,   Inc.  1997   Non-Qualified   Stock  Option
          Plan--filed herewith.

(5)       Opinion regarding legality -- filed here with.

(23)(a)   Consent of Independent  Accountants  -- Price  Waterhouse LLP -- filed
          herewith.

(23)(b)   Consent of Counsel -- filed herewith as part of Exhibit 5 above.

(24)      Powers of Attorney -- filed herewith as part of the signature page.

ITEM 9.   UNDERTAKINGS.

          (a)    The undersigned Registrant hereby undertakes:

                 (1)    To file,  during any period in which offers or sales are
                        being  made  of  the  securities  registered  hereby,  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 this 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 the  undertakings set forth in
                        paragraphs  (i)  and  (ii)  above  do not  apply  if 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   Exchange   Act  that  are
                        incorporated   by   reference   in   this   Registration
                        Statement.

                 (2)    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.

                 (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)    That, for the purposes of determining  any liability  under the
                 Securities Act of 1933, each filing of the Registrant's  annual
                 report  pursuant  to  Section  13(a)  or  Section  15(d) of the
                 Exchange  Act  that  is   incorporated   by  reference  in  the
                 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.

          (h)    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  of
                 controlling person in

                                        3
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.

                                        4
POWERS OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Frank E. Holmes,  Bobby D. Duncan,  Susan
B. McGee,  Thomas D. Tays,  and Charles W.  Lutter,  Jr. and each of them acting
singularly, as our true and lawful  attorneys-in-fact,  with full powers to them
and each of them to sign for us, in our names in the capacities indicated below,
the Registration  Statement on Form S-8 of U.S. Global  Investors,  Inc. and any
and all amendments thereto or any related document required therewith,  with the
Securities and Exchange  Commission,  granting upon said  attorneys-in-fact  and
agents,  and each of them full power and  authority  to do and perform  each and
every act and  thing  requisite  and  necessary  to be done to  comply  with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the Securities and Exchange Commission, hereby ratifying and confirming all that
said  attorneys-in-fact  and agents or any of them, or their or his substitutes,
may lawfully do or cause to be done by virtue thereof.

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  U.S.
Global Investors,  Inc. 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 San Antonio,  State of Texas, on the 15th, day of
April, 1997.

                           U.S. GLOBAL INVESTORS, INC.
                           (Registrant)

                           By: /s/Frank E. Holmes
                              --------------------------
                              Frank E. Holmes, President

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

     SIGNATURE                  CAPACITY IN WHICH SIGNED             DATE

/s/ Frank E. Holmes
--------------------------      Chairman of the Board,           April 15, 1997
Frank E.  Holmes                Chief Executive
                                Officer, President,
                                Chief Operating Officer
                                Chief Financial Officer

/s/ Victor Flores
--------------------------      Executive Vice President,        April 15, 1997
Victor Flores                   Chief Investment Officer
                                and Director

/s/ Kevin C. White
--------------------------      Chief Accounting Officer         April 15, 1997
Kevin C.  White

/s/ Bobby D. Duncan
--------------------------      Executive Vice President,        April 15, 1997
Bobby D.  Duncan                Strategic Development and
                                Special Projects, Director

/s/ Jerold H. Rubinstein
--------------------------      Director                         April 15, 1997
Jerold H. Rubinstein

/s/ Roy D. Terracina
--------------------------      Director                         April 15, 1997
Roy  D. Terracina

                                        5
INDEX TO EXHIBITS

EXHIBIT NO.    DESCRIPTION OF EXHIBIT

(4)            U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan

(5)            Opinion Regarding Legality.

(23)(a)        Consent of Independent Accountants -- Price Waterhouse LLP.

(23)(b)        Consent of Counsel -- filed herewith as part of Exhibit 5.

(24)           Powers of Attorney -- filed herewith on signature page.

                                        6