As filed with the Securities and Exchange Commission     March 12, 1996
  Registration No. 

         SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C. 20549
  
                   FORM  S-8
         Registration Statement Under the
              Securities Act of 1933
  
         CENTURION MINES CORPORATION
  (Exact name of registrant as specified in its charter)
         Utah                            87-0429204      
  (State or other jurisdiction,        (I.R.S. Employer
  incorporation or organization)     Identification No.)
                                           
              331 South Rio Grande, Suite 208
              Salt Lake City, Utah  84101 
         (Address of principal executive offices)
                   (801) 534-1132       
              (Registrant's telephone number,
                   including area code)
  
         1991 STOCK OPTION AND STOCK AWARD PLAN OF
              CENTURION MINES CORPORATION
              (Full title of the plan)
  
              Carlos M. Chavez, General Counsel
              331 S. Rio Grande St., Suite 208             
               Salt Lake City, UT  84101
                      (801) 534-1132          
    (Name, address, including zip code, and telephone
    number, including area code of agent for service)

<TABLE>
<CAPTION>
  Title of                        Proposed   Proposed   
  Each class                      Maximum    maximum    
  of security       Amount        Offering   aggregate   Amount of
  to be             to be         price per  offering    registra-
  registered        registered    share<F1>  price       tion fee
  ________________________________________________________________
  <S>               <C>           <C>        <C>         <C>
  Common stock,
  par value
  $.01 per share    500,000       $1.69      $845,000     $291.36
  
  <FN>
  <F1>  Estimated pursuant to Rule 457(c) solely for the
  purpose of calculating the registration fee in accordance
  with Rule 457(c) under the Securities Act of 1933 and
  based upon the average of the Nasdaq high and low prices
  for shares of common stock of Centurion Mines Corporation
  as reported by the Dow Jones News/Retrieval service on
  March 1, 1996.
  
  </FN>
  </TABLE>

  The Exhibit Index appears on page 2 of the sequentially
  numbered pages of this registration statement.
  
  This registration statement, including exhibits,
  contains 18 pages.
                        -1-
  <PAGE>  1
  
  Pursuant to Instruction E of the General Instructions
  to Form S-8, the contents of the Registration Statement
  on Form S-8, SEC File No. 33-60572, filed by Centurion
  Mines Corporation in original form on April 2, 1993,
  and revised on July 23, 1994, are incorporated herein
  by reference.
  
  ITEM 8.     EXHIBITS.
  
  Copies of the following documents are being furnished
  as exhibits required by Item 601 of Regulation S-K,
  promulgated under the Securities Act and the Exchange Act. 
  The SEC reference number refers to the exhibit table in
  Item 601 of Regulation S-K.
  
    <PAGE>
<TABLE>
  <CAPTION>
                                  EXHIBIT INDEX
  
  SEC                                                  Sequential Page No.
  Reference   Exhibit No.   Document                   of Location
  <S>         <C>           <C>                        <C>
  4           4.1           1991 Stock Option and       *  
                              Stock Award Plan
                       
              4.2           Amendment No. 1 to Plan     4
  
              4.3           Amendment No. 2 to Plan     5
  
  5           5.2           Opinion of Counsel          6
                            regarding legality           
  
  23          23.3           Consent of Counsel         6
                           (included in Exhibit 5.2)   
  
  23          23.4           Consent of Jones,          7
                             Jensen & Co.                
  
  *      Incorporated by reference to Proxy Statement filed
         March 26, 1991, File No. 0-17048.
  </TABLE>
                                  -2-
    <PAGE>  2<PAGE>
                   

                 SIGNATURES
  
  Pursuant to the requirements of the Securities Act,
  the registrant certifies that it has reasonable grounds
  to believe that it meets all 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, State of Utah,
  on the 16th day of March, 1996.
  
                        REGISTRANT:
  
                        CENTURION MINES CORPORATION 
  
  
                    BY:      /s/  Spenst Hansen
                        Spenst Hansen, Chief Executive Officer
  
  Pursuant to the requirements of the Securities Act,
  this registration statement has been signed below by
  the following persons in the capacities and on the dates
  indicated.
  
  Dated: March 6, 1996
                    By its Chief Executive Officer:
                    /s/ Spenst Hansen
                    Spenst Hansen, Chief Executive Officer 
  
                    By its Principal Financial and    
                    Accounting Officer:
                    /s/ Randy W. Sutherland
                    Randy W. Sutherland,    
                    Treasurer and Controller
  
  Dated: March 6, 1996
  
                    BY A MAJORITY OF ITS BOARD OF DIRECTORS:
  
                    /s/ Spenst Hansen
                    Spenst Hansen, Board Chairman
  
                    /s/ Orson Mabey, III
                    Orson Mabey, III, Director
  
                    /s/ David Morgan
                    J.D.H. (David) Morgan, Director
  
                    /s/ Mark Dotson
                    Mark Dotson, Director
                                  -3-
  <PAGE>  3
  
  EX-4.2
                    AMENDMENT NO. 1
              TO THE 1991 STOCK OPTION AND
                    STOCK AWARD PLAN OF
              CENTURION MINES CORPORATION
                              
   WHEREAS, Centurion Mines Corporation (the "Company")
   adopted the 1991 Stock Option and Stock Award Plan
   of Centurion Mines Corporation (the "Plan") on April
   19, 1991; and
  
   WHEREAS, an amendment to the Plan was approved by
   the Board of Directors of the Company on May 27, 1993,
   and approved by the shareholders of the Company on May
   27, 1993.
  
   NOW, THEREFORE, the Plan is hereby amended as follows:
   1. Section 4 of the Plan shall be amended to increase
   the number of common shares of the Company that may be
   subject to or issued under awards granted pursuant to
   the terms of the Plan from 500,000 to 1,000,000.
   2. Except as amended hereby, the Plan remains unmodified
   in full force and effect.
                             -4-
   <PAGE>    4
   EX-4.3
                    AMENDMENT NO. 2
              TO THE 1991 STOCK OPTION AND
                    STOCK AWARD PLAN OF
              CENTURION MINES CORPORATION
   
   WHEREAS, Centurion Mines Corporation (the "Company")
   adopted the 1991 Stock Option and Stock Award Plan
   of Centurion Mines Corporation (the "Plan") on April
   19, 1991; and
   
   WHEREAS, an amendment to the Plan was approved by
   the Board of Directors of the Company on May 27,
   1993, and approved by the shareholders of the Company
   on May 27, 1993; and

   WHEREAS, an amendment to the Plan was approved by the
   Board of Directors of the Company on April 18, 1995,
   and approved by the shareholders of the Company on
   April 19, 1995.

   NOW, THEREFORE, the Plan is hereby amended as follows:

   1. Section 4 of the Plan shall be amended to increase
   the number of common shares of the Company that may
   be subject to or issued under awards granted pursuant
   to the terms of the Plan from 1,000,000 to 1,500,000.

   2. Except as amended hereby, the Plan remains
   unmodified in full force and effect.
                            -5-
   <PAGE>   5
   EX-5.2 AND EX-23.3
   
                    [COMPANY LOGO]
              CENTURION MINES CORPORATION
         331 SOUTH RIO GRANDE STREET,SUITE 201
              SALT LAKE CITY, UTAH 84101
       TELE:  801/534-1120    FAX:  801/534-1129
   
   March 5, 1996
   
   Board of Directors
   CENTURION MINES CORPORATION
   331 S. Rio Grande Street, Suite 208
   Salt Lake City, Utah  84101
   
         RE:  Centurion Mines Corporation
              Registration Statement on Form S-8
   
   Gentlemen:
   
   I have acted as counsel to Centurion Mines Corporation,
   a Utah corporation (the 'Company'), in connection with
   the preparation and filing of a Registration Statement
   on Form S-8 (the 'Registration Statement') to be filed
   with the Securities and Exchange Commission on March 6,
   1996 pertaining to 500,000 shares of the Company's common
   stock, $0.01 par value (the 'Shares') being registered
   in connection with the Company's 1991 Stock Option and
   Stock Award Plan, amended (the 'Plan').
   
   I have reviewed the Articles of Incorporation and Bylaws
   of the Company, the meeting minutes and resolutions of
   the Board of Directors and shareholders of the Company,
   the Form S-8 Registration Statement, the Plan, relevant
   prospectuses and other such documents as I have deemed
   appropriate.  As to factual matters, I have relied upon
   a certificate supplied to me by an officer of the Company.
   In rendering the opinion expressed herein, I have assumed,
   upon reasonable investigation, the validity of all
   documents and the accuracy of all information supplied
   to me by the Company.
   
   Based upon the foregoing, I am of the opinion that the
   shares being registered pursuant to the Registration
   Statement, when the Registration Statement becomes
   effective and the Shares are issued and paid for in
   accordance with the Plan, will have been duly
   authorized and will be legally issued, fully 
   paid and non-assessable.
   
   I hereby consent to the filing of this opinion
   as an exhibit to the Registration Statement.
   
   Very truly yours,
   /s/ Carlos M. Chavez
   Carlos M. Chavez
   Attorney at Law
                               -6-
   <PAGE>    6
   
   EX-23.4
   
                       [COMPANY LOGO]
                    JONES, JENSEN & COMPANY
                    
   March 5, 1996
   
   
              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
   
   As independent public accountants, we hereby concent
   to the use of our audit report dated December 15,
   1995 (and to all references to our Firm) included in
   or made a part of the Form S-8 registration statement
   of Centurion Mines Corporation and Subsidiaries.
   
   /s/ Jones, Jensen & Company
   JONES, JENSEN & COMPANY
                               -7-
   <PAGE>   7
   
   REOFFER PROSPECTUS
   
                    CENTURION MINES CORPORATION
                       Shares of Common Stock
                    par value $.01 per share
         issued under the Centurion Mines Corporation
            1991 Stock Option and Stock Award Plan
              as Last Amended April 19, 1996
   
   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
   BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
   COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
   REOFFER PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
   IS A CRIMINAL OFFENSE.
   
   This ReOffer Prospectus relates to Shares of common stock,
   $.01 par value, of Centurion Mines Corporation ('Centurion'
   or the 'Company'), issued pursuant to the Company's 1991
   Stock Option and Stock Award Plan, as amended by the First
   and Second Amendments to 1991 Stock Option and Stock Award
   Plan, which may be offered by certain shareholders of the
   Company (the 'Selling Shareholders') for their own respective
   accounts (the 'Shares').  The Company will not receive any
   part of the proceeds from the sales thereof (See 'Selling
   Shareholders' section, below).  The Selling Shareholders
   are affiliates of the Company.
   
   The Company has not been advised by the Selling
   Shareholders that there are any underwriting
   arrangements with respect to the sale of the Shares. 
   The Shares will be sold from time to time in the
   over-the-counter market at then prevailing prices,
   or at prices related to then current market prices,
   or in private transactions at negotiated prices, and
   brokerage fees may be paid by the Selling Shareholders
   in connection therewith.
   
   The Selling Shareholders will pay all applicable
   stock transfer taxes, transfer fees and related fees
   and expenses. The Company will bear the cost of
   preparing and filing the registration statement and
   prospectuses and all filing fees and legal and
   accounting expenses in connection with registration
   under federal and state securities laws. 
   
   The Company's common stock is traded in the Nasdaq
   SmallCap Market under the ticker symbol 'CTMC.'
   On March 1, 1996, the closing average price of the
   stock was $1.69.  
   
         THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
         PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE
         'RISK FACTORS' INDICATED BELOW. 
   
   The Date of this Reoffer Prospectus is March 6, 1996.
   
   NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED
   TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS,
   OTHER THAN THOSE CONTAINED IN THIS REOFFER PROSPECTUS,
   IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND
   IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
   MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
   THE COMPANY.  THIS REOFFER PROSPECTUS DOES NOT CONSTITUTE
   AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY,
   THE SECURITIES COVERED BY THIS REOFFER PROSPECTUS TO ANY
   PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
   SUCH AN OFFER OR SOLICITATION.  NEITHER DELIVERY OF THIS
   REOFFER PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
   UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
   HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE
   DATE HEREOF.
                              -1-
   <PAGE>    8
   
                        TABLE OF CONTENTS
   
AVAILABLE INFORMATION. . . . . . . . . . . . 3
   
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . . . . . . . . 3
   
THE COMPANY. . . . . . . . . . . . . . . . . 4
   
RISK FACTORS. . . . . . . . . . . . . . . .  5
   
USE OF PROCEEDS. . . . . . . . . . . . . . . 8
   
SELLING SHAREHOLDERS. . . . . . . . . . . .  8
   
PLAN OF DISTRIBUTION. . . . . . . . . . . .  9
   
DESCRIPTION OF SECURITIES. . . . . . . . . .11
   
LEGAL MATTERS. . . . . . . . . . . . . . . .12
   
EXPERTS. . . . . . . . . . . . . . . . . . .12
   
   
   NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
   OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED
   IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
   DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION
   OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
   AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS DOES NOT
   CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY PERSON
   TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF
   ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
   WHICH IT RELATES.  
                                  -2-
   <PAGE>    9

         AVAILABLE INFORMATION
   
   Centurion is subject to the informational requirements of
   the Securities Exchange Act of 1934 (the 'Exchange Act')
   and, in accordance therewith, files reports, proxy and
   information statements and other information with the
   Securities and Exchange Commission (the 'Commission').
   Such reports, statements and other information may be
   inspected at and copies of such material may be obtained
   (at prescribed rates) from the public reference facilities
   maintained by the Commission at 450 Fifth Street, N.W.,
   Washington, DC  20549, and at certain of its regional
   offices at 5757 Wilshire Boulevard, Suite 500 East, Los
   Angeles, CA  90036-3648, 219 South Dearborn Street,
   Chicago, IL  60604, and 75 Park Place, 14th Floor, New York,
   NY  10007 or may be electronically retrieved through the
   'Edgar' system administered by the Commission.
   
   This Reoffer Prospectus, which constitutes an exhibit to
   the registration statement filed by the Company with the
   Commission under the Securities Act, as amended (the
   'Registration Statement'),  omits certain of the information
   contained in the Registration Statement.  Reference is here-
   by made to the Registration Statement and to the exhibits
   relating thereto for further information with respect to the
   Company and the Shares offered hereby.  Statements contained
   herein concerning document provisions are not necessarily
   complete and, in each instance, reference is made to the
   copy of such document filed as an exhibit to the Registra-
   tion Statement, or otherwise filed with the Commission. 
   Each such statement is qualified in its entirety by such
   reference.
   
         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
   The following documents, which are on file with the Commission
   (File No. 0-17048), are incorporated herein by reference and
   made a part hereof, listed in chronological order of filing: 
   (a) the Company's Annual Report on Form 10-K for the year
   ended September 30, 1995, filed January 16, 1996; and (b)
   the Company's Quarterly Report on Form 10-Q for the Quarter
   ended December 31, 1995, filed February 8, 1996. 
   
   All documents filed by the Company pursuant to Sections
   13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
   to the date of this Reoffer Prospectus and prior to the
   termination of the offering of the Shares made by this
   Reoffer Prospectus shall be deemed to be incorporated by
   reference in this Reoffer Prospectus and to be a part of
   this Reoffer Prospectus from the date of the filing of
   such documents.  Any statement contained in a document
   incorporated or deemed to be incorporated by reference
   herein shall be deemed to be modified or replaced for
   purposes of this Reoffer Prospectus to the extent that a
   statement contained herein or in any subsequently filed
   document which also is or is deemed to be incorporated by
   reference herein modifies or replaces such statement.  Any
   such statement so modified or replaced shall not be deemed,
   except as so modified or replaced, to constitute a part of
   this Reoffer Prospectus.
   
   The Company undertakes to provide without charge to each
   person, including any beneficial owner, to whom this
   Reoffer Prospectus is delivered, upon written or oral
   request by such person, a copy of any document referred
   to above which has been or may be incorporated herein by
   reference in this Reoffer Prospectus, other than exhibits
                                      -3-
   <PAGE>    10
   to such documents not specifically incorporated by reference.
   Such written or oral request should be directed to the
   Corporate Secretary of the Company and may be transmitted
   by any of the following means: mail/courier--331 South Rio
   Grande Street, Suite 201, Salt Lake City, UT  84101;
   facsimile--801/534-1129; or e-mail--'centurio@xmission.com'.
   For further information, please refer to the Registration
   Statement.
   
   Each person holding an option under the Plan will be provided
   with copies of all reports, proxy statements and other
   communications generally distributed to Centurion share-
   holders.
   
         THE COMPANY
   
   Centurion Mines Corporation, including its subsidiaries
   ('Centurion' or the 'Company') is a U.S. mineral resource
   company actively engaged in the acquisition and exploration
   of mineral properties containing gold, silver, copper, and
   other  mineralization.  In addition to its activities for
   its own account, Centurion conducts business through its
   subsidiaries.  The Company operates its business as a
   'junior' natural resource company, meaning that it intends
   to receive income from property sales, joint ventures or
   other business arrangements with larger companies, as well
   as, if warranted, developing and placing its own properties
   into production.  The Company controls considerable mining
   and mineral exploration properties through leases, options,
   and mining claims in the State of Utah, and holds production
   royalties on additional mineral property in Utah.  These
   properties lie in four geographical regions:  (1) the
   Oquirrh Mountain Range (also referred to as the 'Utah
   Gold Belt'), about 15 miles southwest of Salt Lake City,
   Utah;  (2) the Tintic Mining District, about 70 miles
   southwest of Salt Lake City, Utah;  (3) Kings Canyon/South-
   western Utah, about 70 miles west of Delta, Utah; and (4)
   the Milford/Beaver area, about 20 miles southwest of Milford,
   Utah; and (5) other areas of Utah.  
   
   The Company's corporate strategy from its beginning has
   been directed toward the acquisition of land positions
   for exploration and development in established mining
   districts that have had large and profitable production
   histories.  This approach is referred to in the mining
   industry as 'headframe geology,' which is defined as
   concentrating efforts near previously known, profitable
   ore deposits.  The Company then explores the properties
   using geological, geochemical and geophysical techniques.
   In addition, the Company utilizes drilling programs to
   support previous testing.  Once the Company has identified
   potential mineralization, it then enters into joint venture
   arrangements, or sales with a retained royalty, to bring
   the property into production.  The Company's management
   also has remained alert for opportunities to discover and
   acquire deposits based on the newly emerging technologies
   of exploration and metal recovery.
   
   Centurion's predecessor was formed in 1979 as the Tintic
   Joint Venture partnership and subsequently was incorporated
   in 1984.  Centurion was accepted as a 'Small Cap Company'
   for listing on the National Association of Securities
   Dealers Automated Quotations System (NASDAQ) in November
   1988 (symbol:  CTMC).  The Company's executive office is
   located at 331 South Rio Grande Street, Suite 201, Salt
   Lake City, Utah 84101.  Its telephone number is
   801/534-1120.  In addition, the company maintains
   a technical office at 860 South 500 West, Salt Lake 
   City, Utah 84101; a field office in Eureka, Utah; and
   a field office in Milford, Utah.  
                                    -4-
   <PAGE>    11
         BUSINESS PLAN
   
   During fiscal 1995 and continuing through fiscal 1996,
   the Company has concentrated and will focus its main
   exploration efforts in the Southwestern Utah properties,
   the Tintic Mining District and to a lesser extent the
   Oquirrh Mountains (Utah Gold Belt) of Central Utah because
   of the past history of metal production and the Company's
   increased experience in these areas.  The Company has held
   many of the Tintic mining properties since 1979.  The
   Company's more recent project involves properties in the
   Milford area of Utah.  The Company has been and continues
   to be active in the exploration of properties in those
   areas. The Company also has compiled an extensive library
   on properties in such areas, consisting of geological
   reports, historical data and maps.  At the same time, the
   Company remains alert for other opportunities in the western
   United States.  The Company has no current intention of
   extending its operations outside the United States.  
   
         CURRENT DEVELOPMENTS
                                
   Centurion expects to complete the negotiation of an  
   important joint venture with a major mining company in the
   near term, and possibly other related ventures within the
   current fiscal year.  In addition, Centurion's affiliated
   company, Royal Silver Mines, Inc., acquired approximately
   81 percent control of Fausett International, a major
   underground mining contractor.  This is significant because
   Royal and Fausett International have agreed to bring the
   Mammoth ore body into early production.  That ore body, on
   the Centurion owned and controlled Mammoth property is now
   in a phase of readiness, following the extensive preliminary
   development work that the Company has invested on that ore
   body.  Centurion and Mammoth obtained all the necessary MSHA
   mining permits and invested more than $200,000 developing the
   shaft pillar, the Mammoth surface copper zone, and the
   Opohongo and Ajax Mines immediately south of the Mammoth Mine. 
   Centurion has projected operating income in an amount of
   approximately $75 per ton to be realizable from this project
   for a period of at least two years.  The disclosure in Item
   2 below, concerning Properties provides more detail about
   this commitment and about other current developments, such
   as the Company's plans for production at the OK Copper Mine,
   and the Company's gold exploration programs at Kings Canyon
   and at the Blue Mountain Project.  
   
    RISK FACTORS
   
   The Shares of Common Stock offered hereby are speculative
   and investment in such Shares involves a high degree of
   risk.  Prospective investors should carefully consider
   the following factors in evaluating the Company and its
   operations:
   
   1.    MINERAL RESOURCE AND EXPLORATION COMPANY.  There is
   considerable risk in any mining venture, and there can be
   no assurance that the Company's operations will be successful
   or profitable.  Exploration for commercially minable ore
   deposits is highly speculative and involves risks greater
   than those involved in the discovery of mineralization.
   Mining companies use the evaluation work of professional
   geologists, geochemists, geophysicists and engineers in
   determining whether to acquire an interest in a specific
   property, or whether or not to commence exploration or
   developmental work.  These professional evaluations are
   not always scientifically exact, and in some instances
   result in the expenditure of substantial amounts of money
   on a property before it is possible to make a final
   determination as to whether or not the property contains
                                      -5-
   <PAGE>    12
   economically minable ore bodies.  The economic viability
   of a property cannot be finally determined until extensive
   exploration and development work plus a detailed economic
   feasibility study has been performed.  Also, the market
   prices for metals produced are subject to fluctuation
   and uncertainty, which may negatively affect the economic
   viability of properties on which expenditures have been
   made.    
   
   2.    COMPETITION.  The mining industry is very competitive.
   Mining companies compete to obtain favorable mining
   properties and to evaluate exploration prospects for
   drilling, exploration, development, and mining.  There
   is no assurance that this competition, although customary
   in the industry, will not result in delays, increased
   costs, or other types of negative consequences affecting
   the Company.  
   
   3.    LACK OF REVENUE.  The Company lacks a constant and
   continual flow of revenue.  The Company currently holds
   certain royalty interests in several mining properties
   sold.  The Company is looking for revenue sources on an
   on-going  basis, but there can be no assurance that such
   sources can be found.  The lack of consistent revenue
   could be a detrimental factor in investing in the stock
   of the Company.
   
   4.    ACCUMULATED DEFICIT AND LACK OF PROFITABLE OPERATIONS.
   The Company has incurred a deficit of $8,994,025 from
   inception to September 30, 1995.  The Company therefore
   may be considered a high risk investment and investors are
   encouraged to consider their investment carefully.
   
   5.    REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND
   ADDITIONAL CAPITAL NEEDS.  The ultimate realization of the
   Company's investments in mineral properties is dependent
   upon the success of future property sales, the existence
   of economically recoverable reserves, the ability of the
   Company to obtain financing or make other arrangements for
   development and upon future profitable production.  As
   discussed in its Annual Report on Form 10-K for fiscal 1995,
   at Item 7, 'Management's Discussion and Analysis of
   Financial Condition and Results of Operations', the
   Company expects to fund its operations for fiscal 1996
   through joint ventures, production activities, equity
   funding, or by selling properties and retaining royalty
   interests. The Company does not have sufficient capital
   to fully explore and develop its mineral properties and
   there can be no assurance that the Company will be
   successful in obtaining the required capital to fund
   its long-term capital needs.
   
   6.    RETENTION AND ATTRACTION OF KEY PERSONNEL.  The
   Company's success will depend, in large part, on its
   ability to retain and attract highly qualified personnel.
   The Company's success in retaining its present staff and
   in attracting additional qualified personnel will depend
   on many factors, including its ability to provide them
   with competitive compensation arrangements, equity
   participation and other benefits.
   
   7.    GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS.
   The Company must comply with extensive federal, state and
   local laws and regulations governing the mining industry
                                   -6-
   <PAGE>    13
   and the protection of the environment.  These laws have
   jurisdiction over land, mineral rights and/or the surface
   under which activities are proposed.  In general,
   administrative, compliance and environmental regulations
   at the federal, state and local level pertaining to the
   Company's business and properties include: 1) Surface
   Impact, 2) Water Acquisition, 3) Site Access, 4)
   Reclamation, 5) Wildlife Preservation, 6) Licenses and
   Permits, and 7) Maintaining the Fees for unpatented mining
   claims.  Environmental regulations have had limited
   impact on the Company through the end of fiscal 1995 because
   its primary business is exploring and developing mining
   properties, not operating them.  Hence, the Company's
   expenditures to date for required environmental compliance
   have been limited and not material.  During the fiscal
   years ended September 30, 1995, 1994, 1993, and 1992,
   Centurion expended a total of approximately $72,000
   complying with the above requirements.  The Company
   currently is unaware of any properties in its control
   that would require material expenditures outside the
   normal range of operations.  Subsequent to the end of
   fiscal 1995, the Company completed the preliminary work
   necessary to initiate the next phase of mining operations
   at the Mammoth Mine in the Tintic Mining District and
   properties under negotiation in Southwestern Utah.
   Consequently, as the Company becomes more active within
   its properties, it is reasonable to expect that compliance
   with environmental regulations will substantially increase
   costs to the Company.  Such compliance may include
   feasibility studies on the surface impact of the
   Company's proposed operations, costs associated with
   Minimizing surface impact, water treatment and
   protection, reclamation activities including
   rehabilitation of various sites, and on-going efforts
   at alleviating the mining impact on wildlife.  Moreover,
   permits or bonds have been and may continue to be
   required to ensure the Company's compliance with
   applicable regulations. Future costs of compliance may
   depend upon the extent and type of exploration and
   testing required.  There is no assurance that the
   Company will be able to comply with requirements
   imposed on future development, or that the Company
   will be able to economically operate or even develop
   operating mines under such regulations.  Therefore,
   management is not able to estimate those amounts at
   this time.  
   
   In 1992, the U.S. Congress passed a number of amendments
   to the General Mining Law of 1872, as amended (the 'General
   Mining Law'), which governs mining claims and related
   activities on federal lands.  An annual holding fee of
   $100 per claim was imposed, in addition to an annual filing
   fee of $35, upon unpatented mining claims located on federal
   lands.  Since 1992, a variety of legislation has been
   proposed to further amend the General Mining Law.  The
   proposed legislation may significantly impact royalty,
   bonding requirements, and generally the exploration,
   development, and mining of mineral deposits situated on
   land owned by the U.S. government.  Although such
   legislative proposals have not been passed, the likelihood
   or extent of subsequent enactments is not presently known
   and the potential impact on the Company as a result of
   congressional action is difficult to predict.  No assurance
   can be given that the proposed changes and new standards
   that may be imposed by federal, state and local authorities
   will not have materially adverse effects on the Company's
   activities.    
   
   The Company is committed to complying with the various
   federal, state and local regulations and, to its knowledge,
   was in compliance during fiscal 1995.  
                                   -7-
   <PAGE>    14
   
    USE OF PROCEEDS
   
   The Shares have been or will be issued to the Selling
   Shareholders as awards under the Plan.  Pursuant to the
   Registration Statement, the Selling Shareholders may offer
   their Shares for their own respective accounts and the
   Company will not receive any part of the proceeds from the
   sale thereof.
   
    SELLING SHAREHOLDERS
   
   The Selling Shareholders will be officers and directors
   of the Company, shareholders who own 5% or more of the
   outstanding Shares of the Company, and shareholders who
   receive Shares pursuant to awards under the Plan ('Principal
   Shareholders').  As of the date of this Reoffer Prospectus,
   awards of the Shares and options to acquire Shares have been
   made under the Plan to the following officers, directors and
   principal shareholders.
<TABLE>                                    
<CAPTION>                                                     
                             NUMBER OF SHARES                  
   
PRINCIPAL SHAREHOLDERS   AWARDED        ISSUED          
<S>                      <C>            <C>
  
Spenst M. Hansen         240,000<F1>    355,000            
48 West 300 South
Suite 1401 North
SLC Utah 84101

OFFICERS AND DIRECTORS

Spenst M. Hansen         SEE ABOVE      SEE ABOVE               
Orson Mabey III          80,000 <F2>    55,000
J.D.H (David) Morgan     80,000 <F2>    55,000
Mark D. Dotson           40,000 <F2>    15,000         
Howard Crosby            96,000 <F3>    44,000
Carlos Chavez            25,000 <F4>    13,000
Randy W. Sutherland       7,200 <F5>     2,100
        TOTAL:          568,500        239,400

<FN>

<F1> Represents an award of 55,000 shares as partial
compensation for service as a director and CEO of the
Company, and 300,000 shares acquired upon exercise of
Stock Options administered under the Plan.  In addition,
Mr. Hansen holds non-security rights: (1) to be issued
15,000 shares each quarter through March 31, 1997, as
partial compensation for service as a director (10,000
shares) and CEO (20,000 shares); and (2) to be eligible
to receive Stock Options to acquire up to 180,000 Shares
at an exercise price of $1.50, accruing at a rate of
30,000 Stock Option rights each quarter through March
31, 1997, and expiring March 31, 1998 (10,000 accrue
for director service and 20,000 accrue for CEO service).

<F2> Awarded as partial compensation for service as a
director of the Company.  In addition, Mr. Mabey, Mr.
Morgan and Mr. Dotson each hold non-security rights: (1)
to be issued 5,000 Shares each quarter through March 31,
                                        -8-
<PAGE>        15

1997, as partial compensation for service as a director;
and (2) to be eligible to receive Stock Options to acquire
up to 10,000 Shares under the same terms described in
Footnote 1.

<F3> Awarded as partial compensation for service as the
President, CEO and Chairman of the Board of Directors of
four consolidated subsidiaries of the Company, at a rate
of 4,000 Shares per month.

<F4> Awarded as partial compensation for service as
Secretary of the Company at a rate of 400 shares per
month, and including an award of 5,000 shares in Fiscal
1995 in lieu of salary.

<F5> Awarded as partial compensation for service as
Treasurer of the Company at a rate of 400 shares per month. 

</FN>
</TABLE>

As further awards of the Shares and options to acquire the
Shares under the Plan are made to Selling Shareholders and
as Principal Shareholders acquire Shares upon the exercise
of stock options awarded under the plan, this Reoffer
Prospectus shall be updated to reflect those awards.  As of
the date of this Reoffer Prospectus, the officers and
directors of the Company and the Principal Shareholders are
those persons listed in the Company's Annual Report on Form
10-K, as amended, for the period ended September 30, 1995,
on file with the Commission.

        PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other
successors in interest.  Such sales may be made in the
over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then current
market price, or in negotiated transactions.

The Shares may be sold in one or more of the following ways:

(a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to
facilitate the transaction;

(b) purchase by a broker or dealer as principal and resale
by such broker or dealer for its account pursuant to this
Reoffer Prospectus.

(c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers.  In effecting sales,
brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate.  Brokers
or dealers will receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated immediately
prior to the sale.  Such brokers or dealers and any other
participating brokers or dealers may be deemed to be
'underwriters' within the meaning of the Securities Act in
connection with such sales.  In addition, any securities
covered by this Reoffer Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Reoffer Prospectus.

(d) private transactions at a negotiated price.

Upon the Company being notified by a Selling Shareholder that
any material arrangement has been entered into with a
broker-dealer for the sale of Shares through a block trade,
special offering, exchange distribution, or secondary
distribution or a purchase by a broker or dealer, a
                               -9-
<PAGE>    16
supplemented prospectus will be filed, if required, pursuant
to Rule 424(c) under the Act, disclosing (i) the name of
each such Selling Shareholder and of the participating
broker-dealer(s), (ii) the number of Shares involved, (iii)
the price at which such Shares will be sold, (iv) the
commissions paid or discounts or concessions allowed to
such broker-dealers(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference
in this Reoffer Prospectus and (vi) other facts material
to the transaction.

The Selling Shareholders will be subject to anti-fraud and
anti-market manipulation rules under the Exchange Act in
connection with this offering.  Rules 10b-2, 10b-6 and
10b-7, among others, effectively prohibit the Selling
Shareholders from purchasing the Company's common stock
while the Shares are being offered pursuant to this
Reoffer Prospectus.

The Company has agreed to indemnify the Selling
Shareholders and underwriters acting on their behalf
against certain liabilities, including liabilities under
the Securities Act, for material misrepresentations
contained, or omissions not contained, in this Prospectus.

The laws of certain states may require that sales of the
Shares offered hereby be conducted solely through the
brokers or dealers so registered in those states.

    DESCRIPTION OF SECURITIES

AUTHORIZED CAPITAL

The Company is authorized to issue 30,000,000 shares of
common stock, $.01 par value, of which 24,387,821
were issued and outstanding as of March 1, 1996.  All
outstanding shares are fully-paid and non-assessable.
As of March 1, 1996 there were approximately 720
shareholders of record.

DIVIDENDS

The holders of the common stock are entitled to dividends
as determined by the board of directors from legally
available funds.  All shares of common stock have equal
rights to participate in any dividend, if, as and when
declared by the board of directors.  The Company has not
paid any dividends and does not anticipate or contemplate
paying dividends in the foreseeable future.  Management of
the Company presently intends to use earnings to finance
future growth and development.

VOTING RIGHTS

The holders of common stock are entitled to one vote for
each share of common stock held.  The Shares do not have
the right to cumulative voting for directors, which means
that holders of more than 50% of the Shares voting for the
election of directors can elect all of the directors if
they choose to do so.
                          -10-
<PAGE>    17

PRE-EMPTIVE RIGHTS

No shares have pre-emptive rights.

TRANSFER AGENT

OTC Stock Transfer, Inc., is transfer agent for the
Company's common stock.  The address is P.O. Box 15600,
231 East 2100 South, Salt Lake City, Utah 84115.  The
telephone number is 801/485-5554 and the facsimile number
is 801/486-0562.

RESTRICTIONS ON TRANSFERABILITY OF COMMON STOCK

During the effectiveness of the Registration Statement of
which this Reoffer Prospectus is a part, the Shares may be
sold and transferred subject to the requirement that the
Selling Shareholder and any underwriters acting on behalf
of such Selling Shareholder deliver this Reoffer Prospectus
to each offeree.  After the Registration Statement ceases
to be effective, Shares purchased from the Selling Share-
holder or any underwriters acting on behalf of such Selling
Shareholder may be resold and transferred without the
filing of a subsequent registration statement.

The award of Shares or options to purchase Shares under
the Plan may be subject to contractual restrictions on 
transferability. Any such contractual restriction will
be conspicuously noted on the certificates representing
the effective securities.  No Shares may be sold hereunder
except in accordance with such contractual restrictions.
As of the date of this Reoffer Prospectus, no contractual
restrictions have been imposed on awards under the Plan.

WARRANTS AND OPTIONS

The Plan as amended authorizes the issuance of up to
1,500,000 Shares of the Company's common stock, or 
options for such Shares, to key employees, officers
and directors of the Company.  As of the date of this
Reoffer Prospectus, 1,052,497 Shares of common stock and
325,000 options exercised for acquiring Shares of 
common stock have been granted pursuant to the Plan. 
No warrants have been awarded as of the date of this 
Reoffer Prospectus.

        LEGAL MATTERS

The legality of the Shares offered hereby will be passed
upon for the Company by Carlos M. Chavez, Esq., Salt
Lake City, Utah.

        EXPERTS

The consolidated financial statements and schedules
incorporated by reference in this Reoffer Prospectus and
elsewhere in the Form S-8 Registration Statement have been
audited by Jones, Jensen & Co., independent public
accountants, as indicated in their reports with respect
                        -11-
<PAGE>    18
thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
Reference is made to said reports, which include an
explanatory paragraph with respect to the realizability
of the Company's investments in mineral properties as
discussed in Note 1 to the consolidated financial
statements.
                        -12-
<PAGE>    19
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 44957}]
{"company-data": {"conformed-name": "CENTURION MINES CORP", "cik": "0000836123", "assigned-sic": "6795", "irs-number": "870429204", "state-of-incorporation": "UT", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01727", "film-number": "96535007"}, "business-address": {"street1": "331 S RIO GRANDE STE 201", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015341120"}, "mail-address": {"street1": "331 S RIO GRANDE STE 201", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": {"former-conformed-name": "CENTURION MINE CORP", "date-changed": "19940203"}}
As filed with the Securities and Exchange Commission     March 12, 1996
  Registration No. 

         SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C. 20549
  
                   FORM  S-8
         Registration Statement Under the
              Securities Act of 1933
  
         CENTURION MINES CORPORATION
  (Exact name of registrant as specified in its charter)
         Utah                            87-0429204      
  (State or other jurisdiction,        (I.R.S. Employer
  incorporation or organization)     Identification No.)
                                           
              331 South Rio Grande, Suite 208
              Salt Lake City, Utah  84101 
         (Address of principal executive offices)
                   (801) 534-1132       
              (Registrant's telephone number,
                   including area code)
  
         1991 STOCK OPTION AND STOCK AWARD PLAN OF
              CENTURION MINES CORPORATION
              (Full title of the plan)
  
              Carlos M. Chavez, General Counsel
              331 S. Rio Grande St., Suite 208             
               Salt Lake City, UT  84101
                      (801) 534-1132          
    (Name, address, including zip code, and telephone
    number, including area code of agent for service)
Title of                        Proposed   Proposed   
  Each class                      Maximum    maximum    
  of security       Amount        Offering   aggregate   Amount of
  to be             to be         price per  offering    registra-
  registered        registered    share
price       tion fee
  ________________________________________________________________
Common stock,
  par value
  $.01 per share    500,000       $1.69      $845,000     $291.36
Estimated pursuant to Rule 457(c) solely for the
  purpose of calculating the registration fee in accordance
  with Rule 457(c) under the Securities Act of 1933 and
  based upon the average of the Nasdaq high and low prices
  for shares of common stock of Centurion Mines Corporation
  as reported by the Dow Jones News/Retrieval service on
  March 1, 1996.
The Exhibit Index appears on page 2 of the sequentially
  numbered pages of this registration statement.
  
  This registration statement, including exhibits,
  contains 18 pages.
                        -1-
1
  
  Pursuant to Instruction E of the General Instructions
  to Form S-8, the contents of the Registration Statement
  on Form S-8, SEC File No. 33-60572, filed by Centurion
  Mines Corporation in original form on April 2, 1993,
  and revised on July 23, 1994, are incorporated herein
  by reference.
  
  ITEM 8.     EXHIBITS.
  
  Copies of the following documents are being furnished
  as exhibits required by Item 601 of Regulation S-K,
  promulgated under the Securities Act and the Exchange Act. 
  The SEC reference number refers to the exhibit table in
  Item 601 of Regulation S-K.
EXHIBIT INDEX
  
  SEC                                                  Sequential Page No.
  Reference   Exhibit No.   Document                   of Location
4           4.1           1991 Stock Option and       *  
                              Stock Award Plan
                       
              4.2           Amendment No. 1 to Plan     4
  
              4.3           Amendment No. 2 to Plan     5
  
  5           5.2           Opinion of Counsel          6
                            regarding legality           
  
  23          23.3           Consent of Counsel         6
                           (included in Exhibit 5.2)   
  
  23          23.4           Consent of Jones,          7
                             Jensen & Co.                
  
  *      Incorporated by reference to Proxy Statement filed
         March 26, 1991, File No. 0-17048.
-2-
2
SIGNATURES
  
  Pursuant to the requirements of the Securities Act,
  the registrant certifies that it has reasonable grounds
  to believe that it meets all 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, State of Utah,
  on the 16th day of March, 1996.
  
                        REGISTRANT:
  
                        CENTURION MINES CORPORATION 
  
  
                    BY:      /s/  Spenst Hansen
                        Spenst Hansen, Chief Executive Officer
  
  Pursuant to the requirements of the Securities Act,
  this registration statement has been signed below by
  the following persons in the capacities and on the dates
  indicated.
  
  Dated: March 6, 1996
                    By its Chief Executive Officer:
                    /s/ Spenst Hansen
                    Spenst Hansen, Chief Executive Officer 
  
                    By its Principal Financial and    
                    Accounting Officer:
                    /s/ Randy W. Sutherland
                    Randy W. Sutherland,    
                    Treasurer and Controller
  
  Dated: March 6, 1996
  
                    BY A MAJORITY OF ITS BOARD OF DIRECTORS:
  
                    /s/ Spenst Hansen
                    Spenst Hansen, Board Chairman
  
                    /s/ Orson Mabey, III
                    Orson Mabey, III, Director
  
                    /s/ David Morgan
                    J.D.H. (David) Morgan, Director
  
                    /s/ Mark Dotson
                    Mark Dotson, Director
                                  -3-
3
  
  EX-4.2
                    AMENDMENT NO. 1
              TO THE 1991 STOCK OPTION AND
                    STOCK AWARD PLAN OF
              CENTURION MINES CORPORATION
                              
   WHEREAS, Centurion Mines Corporation (the "Company")
   adopted the 1991 Stock Option and Stock Award Plan
   of Centurion Mines Corporation (the "Plan") on April
   19, 1991; and
  
   WHEREAS, an amendment to the Plan was approved by
   the Board of Directors of the Company on May 27, 1993,
   and approved by the shareholders of the Company on May
   27, 1993.
  
   NOW, THEREFORE, the Plan is hereby amended as follows:
   1. Section 4 of the Plan shall be amended to increase
   the number of common shares of the Company that may be
   subject to or issued under awards granted pursuant to
   the terms of the Plan from 500,000 to 1,000,000.
   2. Except as amended hereby, the Plan remains unmodified
   in full force and effect.
                             -4-
4
   EX-4.3
                    AMENDMENT NO. 2
              TO THE 1991 STOCK OPTION AND
                    STOCK AWARD PLAN OF
              CENTURION MINES CORPORATION
   
   WHEREAS, Centurion Mines Corporation (the "Company")
   adopted the 1991 Stock Option and Stock Award Plan
   of Centurion Mines Corporation (the "Plan") on April
   19, 1991; and
   
   WHEREAS, an amendment to the Plan was approved by
   the Board of Directors of the Company on May 27,
   1993, and approved by the shareholders of the Company
   on May 27, 1993; and

   WHEREAS, an amendment to the Plan was approved by the
   Board of Directors of the Company on April 18, 1995,
   and approved by the shareholders of the Company on
   April 19, 1995.

   NOW, THEREFORE, the Plan is hereby amended as follows:

   1. Section 4 of the Plan shall be amended to increase
   the number of common shares of the Company that may
   be subject to or issued under awards granted pursuant
   to the terms of the Plan from 1,000,000 to 1,500,000.

   2. Except as amended hereby, the Plan remains
   unmodified in full force and effect.
                            -5-
5
   EX-5.2 AND EX-23.3
   
                    [COMPANY LOGO]
              CENTURION MINES CORPORATION
         331 SOUTH RIO GRANDE STREET,SUITE 201
              SALT LAKE CITY, UTAH 84101
       TELE:  801/534-1120    FAX:  801/534-1129
   
   March 5, 1996
   
   Board of Directors
   CENTURION MINES CORPORATION
   331 S. Rio Grande Street, Suite 208
   Salt Lake City, Utah  84101
   
         RE:  Centurion Mines Corporation
              Registration Statement on Form S-8
   
   Gentlemen:
   
   I have acted as counsel to Centurion Mines Corporation,
   a Utah corporation (the 'Company'), in connection with
   the preparation and filing of a Registration Statement
   on Form S-8 (the 'Registration Statement') to be filed
   with the Securities and Exchange Commission on March 6,
   1996 pertaining to 500,000 shares of the Company's common
   stock, $0.01 par value (the 'Shares') being registered
   in connection with the Company's 1991 Stock Option and
   Stock Award Plan, amended (the 'Plan').
   
   I have reviewed the Articles of Incorporation and Bylaws
   of the Company, the meeting minutes and resolutions of
   the Board of Directors and shareholders of the Company,
   the Form S-8 Registration Statement, the Plan, relevant
   prospectuses and other such documents as I have deemed
   appropriate.  As to factual matters, I have relied upon
   a certificate supplied to me by an officer of the Company.
   In rendering the opinion expressed herein, I have assumed,
   upon reasonable investigation, the validity of all
   documents and the accuracy of all information supplied
   to me by the Company.
   
   Based upon the foregoing, I am of the opinion that the
   shares being registered pursuant to the Registration
   Statement, when the Registration Statement becomes
   effective and the Shares are issued and paid for in
   accordance with the Plan, will have been duly
   authorized and will be legally issued, fully 
   paid and non-assessable.
   
   I hereby consent to the filing of this opinion
   as an exhibit to the Registration Statement.
   
   Very truly yours,
   /s/ Carlos M. Chavez
   Carlos M. Chavez
   Attorney at Law
                               -6-
6
   
   EX-23.4
   
                       [COMPANY LOGO]
                    JONES, JENSEN & COMPANY
                    
   March 5, 1996
   
   
              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
   
   As independent public accountants, we hereby concent
   to the use of our audit report dated December 15,
   1995 (and to all references to our Firm) included in
   or made a part of the Form S-8 registration statement
   of Centurion Mines Corporation and Subsidiaries.
   
   /s/ Jones, Jensen & Company
   JONES, JENSEN & COMPANY
                               -7-
7
   
   REOFFER PROSPECTUS
   
                    CENTURION MINES CORPORATION
                       Shares of Common Stock
                    par value $.01 per share
         issued under the Centurion Mines Corporation
            1991 Stock Option and Stock Award Plan
              as Last Amended April 19, 1996
   
   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
   BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
   COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
   REOFFER PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
   IS A CRIMINAL OFFENSE.
   
   This ReOffer Prospectus relates to Shares of common stock,
   $.01 par value, of Centurion Mines Corporation ('Centurion'
   or the 'Company'), issued pursuant to the Company's 1991
   Stock Option and Stock Award Plan, as amended by the First
   and Second Amendments to 1991 Stock Option and Stock Award
   Plan, which may be offered by certain shareholders of the
   Company (the 'Selling Shareholders') for their own respective
   accounts (the 'Shares').  The Company will not receive any
   part of the proceeds from the sales thereof (See 'Selling
   Shareholders' section, below).  The Selling Shareholders
   are affiliates of the Company.
   
   The Company has not been advised by the Selling
   Shareholders that there are any underwriting
   arrangements with respect to the sale of the Shares. 
   The Shares will be sold from time to time in the
   over-the-counter market at then prevailing prices,
   or at prices related to then current market prices,
   or in private transactions at negotiated prices, and
   brokerage fees may be paid by the Selling Shareholders
   in connection therewith.
   
   The Selling Shareholders will pay all applicable
   stock transfer taxes, transfer fees and related fees
   and expenses. The Company will bear the cost of
   preparing and filing the registration statement and
   prospectuses and all filing fees and legal and
   accounting expenses in connection with registration
   under federal and state securities laws. 
   
   The Company's common stock is traded in the Nasdaq
   SmallCap Market under the ticker symbol 'CTMC.'
   On March 1, 1996, the closing average price of the
   stock was $1.69.  
   
         THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
         PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE
         'RISK FACTORS' INDICATED BELOW. 
   
   The Date of this Reoffer Prospectus is March 6, 1996.
   
   NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED
   TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS,
   OTHER THAN THOSE CONTAINED IN THIS REOFFER PROSPECTUS,
   IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND
   IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
   MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
   THE COMPANY.  THIS REOFFER PROSPECTUS DOES NOT CONSTITUTE
   AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY,
   THE SECURITIES COVERED BY THIS REOFFER PROSPECTUS TO ANY
   PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
   SUCH AN OFFER OR SOLICITATION.  NEITHER DELIVERY OF THIS
   REOFFER PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
   UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
   HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE
   DATE HEREOF.
                              -1-
8
   
                        TABLE OF CONTENTS
   
AVAILABLE INFORMATION. . . . . . . . . . . . 3
   
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . . . . . . . . 3
   
THE COMPANY. . . . . . . . . . . . . . . . . 4
   
RISK FACTORS. . . . . . . . . . . . . . . .  5
   
USE OF PROCEEDS. . . . . . . . . . . . . . . 8
   
SELLING SHAREHOLDERS. . . . . . . . . . . .  8
   
PLAN OF DISTRIBUTION. . . . . . . . . . . .  9
   
DESCRIPTION OF SECURITIES. . . . . . . . . .11
   
LEGAL MATTERS. . . . . . . . . . . . . . . .12
   
EXPERTS. . . . . . . . . . . . . . . . . . .12
   
   
   NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
   OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED
   IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
   DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION
   OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
   AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS DOES NOT
   CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY PERSON
   TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF
   ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
   WHICH IT RELATES.  
                                  -2-
9

         AVAILABLE INFORMATION
   
   Centurion is subject to the informational requirements of
   the Securities Exchange Act of 1934 (the 'Exchange Act')
   and, in accordance therewith, files reports, proxy and
   information statements and other information with the
   Securities and Exchange Commission (the 'Commission').
   Such reports, statements and other information may be
   inspected at and copies of such material may be obtained
   (at prescribed rates) from the public reference facilities
   maintained by the Commission at 450 Fifth Street, N.W.,
   Washington, DC  20549, and at certain of its regional
   offices at 5757 Wilshire Boulevard, Suite 500 East, Los
   Angeles, CA  90036-3648, 219 South Dearborn Street,
   Chicago, IL  60604, and 75 Park Place, 14th Floor, New York,
   NY  10007 or may be electronically retrieved through the
   'Edgar' system administered by the Commission.
   
   This Reoffer Prospectus, which constitutes an exhibit to
   the registration statement filed by the Company with the
   Commission under the Securities Act, as amended (the
   'Registration Statement'),  omits certain of the information
   contained in the Registration Statement.  Reference is here-
   by made to the Registration Statement and to the exhibits
   relating thereto for further information with respect to the
   Company and the Shares offered hereby.  Statements contained
   herein concerning document provisions are not necessarily
   complete and, in each instance, reference is made to the
   copy of such document filed as an exhibit to the Registra-
   tion Statement, or otherwise filed with the Commission. 
   Each such statement is qualified in its entirety by such
   reference.
   
         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
   The following documents, which are on file with the Commission
   (File No. 0-17048), are incorporated herein by reference and
   made a part hereof, listed in chronological order of filing: 
   (a) the Company's Annual Report on Form 10-K for the year
   ended September 30, 1995, filed January 16, 1996; and (b)
   the Company's Quarterly Report on Form 10-Q for the Quarter
   ended December 31, 1995, filed February 8, 1996. 
   
   All documents filed by the Company pursuant to Sections
   13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
   to the date of this Reoffer Prospectus and prior to the
   termination of the offering of the Shares made by this
   Reoffer Prospectus shall be deemed to be incorporated by
   reference in this Reoffer Prospectus and to be a part of
   this Reoffer Prospectus from the date of the filing of
   such documents.  Any statement contained in a document
   incorporated or deemed to be incorporated by reference
   herein shall be deemed to be modified or replaced for
   purposes of this Reoffer Prospectus to the extent that a
   statement contained herein or in any subsequently filed
   document which also is or is deemed to be incorporated by
   reference herein modifies or replaces such statement.  Any
   such statement so modified or replaced shall not be deemed,
   except as so modified or replaced, to constitute a part of
   this Reoffer Prospectus.
   
   The Company undertakes to provide without charge to each
   person, including any beneficial owner, to whom this
   Reoffer Prospectus is delivered, upon written or oral
   request by such person, a copy of any document referred
   to above which has been or may be incorporated herein by
   reference in this Reoffer Prospectus, other than exhibits
                                      -3-
10
   to such documents not specifically incorporated by reference.
   Such written or oral request should be directed to the
   Corporate Secretary of the Company and may be transmitted
   by any of the following means: mail/courier--331 South Rio
   Grande Street, Suite 201, Salt Lake City, UT  84101;
   facsimile--801/534-1129; or e-mail--'centurio@xmission.com'.
   For further information, please refer to the Registration
   Statement.
   
   Each person holding an option under the Plan will be provided
   with copies of all reports, proxy statements and other
   communications generally distributed to Centurion share-
   holders.
   
         THE COMPANY
   
   Centurion Mines Corporation, including its subsidiaries
   ('Centurion' or the 'Company') is a U.S. mineral resource
   company actively engaged in the acquisition and exploration
   of mineral properties containing gold, silver, copper, and
   other  mineralization.  In addition to its activities for
   its own account, Centurion conducts business through its
   subsidiaries.  The Company operates its business as a
   'junior' natural resource company, meaning that it intends
   to receive income from property sales, joint ventures or
   other business arrangements with larger companies, as well
   as, if warranted, developing and placing its own properties
   into production.  The Company controls considerable mining
   and mineral exploration properties through leases, options,
   and mining claims in the State of Utah, and holds production
   royalties on additional mineral property in Utah.  These
   properties lie in four geographical regions:  (1) the
   Oquirrh Mountain Range (also referred to as the 'Utah
   Gold Belt'), about 15 miles southwest of Salt Lake City,
   Utah;  (2) the Tintic Mining District, about 70 miles
   southwest of Salt Lake City, Utah;  (3) Kings Canyon/South-
   western Utah, about 70 miles west of Delta, Utah; and (4)
   the Milford/Beaver area, about 20 miles southwest of Milford,
   Utah; and (5) other areas of Utah.  
   
   The Company's corporate strategy from its beginning has
   been directed toward the acquisition of land positions
   for exploration and development in established mining
   districts that have had large and profitable production
   histories.  This approach is referred to in the mining
   industry as 'headframe geology,' which is defined as
   concentrating efforts near previously known, profitable
   ore deposits.  The Company then explores the properties
   using geological, geochemical and geophysical techniques.
   In addition, the Company utilizes drilling programs to
   support previous testing.  Once the Company has identified
   potential mineralization, it then enters into joint venture
   arrangements, or sales with a retained royalty, to bring
   the property into production.  The Company's management
   also has remained alert for opportunities to discover and
   acquire deposits based on the newly emerging technologies
   of exploration and metal recovery.
   
   Centurion's predecessor was formed in 1979 as the Tintic
   Joint Venture partnership and subsequently was incorporated
   in 1984.  Centurion was accepted as a 'Small Cap Company'
   for listing on the National Association of Securities
   Dealers Automated Quotations System (NASDAQ) in November
   1988 (symbol:  CTMC).  The Company's executive office is
   located at 331 South Rio Grande Street, Suite 201, Salt
   Lake City, Utah 84101.  Its telephone number is
   801/534-1120.  In addition, the company maintains
   a technical office at 860 South 500 West, Salt Lake 
   City, Utah 84101; a field office in Eureka, Utah; and
   a field office in Milford, Utah.  
                                    -4-
11
         BUSINESS PLAN
   
   During fiscal 1995 and continuing through fiscal 1996,
   the Company has concentrated and will focus its main
   exploration efforts in the Southwestern Utah properties,
   the Tintic Mining District and to a lesser extent the
   Oquirrh Mountains (Utah Gold Belt) of Central Utah because
   of the past history of metal production and the Company's
   increased experience in these areas.  The Company has held
   many of the Tintic mining properties since 1979.  The
   Company's more recent project involves properties in the
   Milford area of Utah.  The Company has been and continues
   to be active in the exploration of properties in those
   areas. The Company also has compiled an extensive library
   on properties in such areas, consisting of geological
   reports, historical data and maps.  At the same time, the
   Company remains alert for other opportunities in the western
   United States.  The Company has no current intention of
   extending its operations outside the United States.  
   
         CURRENT DEVELOPMENTS
                                
   Centurion expects to complete the negotiation of an  
   important joint venture with a major mining company in the
   near term, and possibly other related ventures within the
   current fiscal year.  In addition, Centurion's affiliated
   company, Royal Silver Mines, Inc., acquired approximately
   81 percent control of Fausett International, a major
   underground mining contractor.  This is significant because
   Royal and Fausett International have agreed to bring the
   Mammoth ore body into early production.  That ore body, on
   the Centurion owned and controlled Mammoth property is now
   in a phase of readiness, following the extensive preliminary
   development work that the Company has invested on that ore
   body.  Centurion and Mammoth obtained all the necessary MSHA
   mining permits and invested more than $200,000 developing the
   shaft pillar, the Mammoth surface copper zone, and the
   Opohongo and Ajax Mines immediately south of the Mammoth Mine. 
   Centurion has projected operating income in an amount of
   approximately $75 per ton to be realizable from this project
   for a period of at least two years.  The disclosure in Item
   2 below, concerning Properties provides more detail about
   this commitment and about other current developments, such
   as the Company's plans for production at the OK Copper Mine,
   and the Company's gold exploration programs at Kings Canyon
   and at the Blue Mountain Project.  
   
    RISK FACTORS
   
   The Shares of Common Stock offered hereby are speculative
   and investment in such Shares involves a high degree of
   risk.  Prospective investors should carefully consider
   the following factors in evaluating the Company and its
   operations:
   
   1.    MINERAL RESOURCE AND EXPLORATION COMPANY.  There is
   considerable risk in any mining venture, and there can be
   no assurance that the Company's operations will be successful
   or profitable.  Exploration for commercially minable ore
   deposits is highly speculative and involves risks greater
   than those involved in the discovery of mineralization.
   Mining companies use the evaluation work of professional
   geologists, geochemists, geophysicists and engineers in
   determining whether to acquire an interest in a specific
   property, or whether or not to commence exploration or
   developmental work.  These professional evaluations are
   not always scientifically exact, and in some instances
   result in the expenditure of substantial amounts of money
   on a property before it is possible to make a final
   determination as to whether or not the property contains
                                      -5-
12
   economically minable ore bodies.  The economic viability
   of a property cannot be finally determined until extensive
   exploration and development work plus a detailed economic
   feasibility study has been performed.  Also, the market
   prices for metals produced are subject to fluctuation
   and uncertainty, which may negatively affect the economic
   viability of properties on which expenditures have been
   made.    
   
   2.    COMPETITION.  The mining industry is very competitive.
   Mining companies compete to obtain favorable mining
   properties and to evaluate exploration prospects for
   drilling, exploration, development, and mining.  There
   is no assurance that this competition, although customary
   in the industry, will not result in delays, increased
   costs, or other types of negative consequences affecting
   the Company.  
   
   3.    LACK OF REVENUE.  The Company lacks a constant and
   continual flow of revenue.  The Company currently holds
   certain royalty interests in several mining properties
   sold.  The Company is looking for revenue sources on an
   on-going  basis, but there can be no assurance that such
   sources can be found.  The lack of consistent revenue
   could be a detrimental factor in investing in the stock
   of the Company.
   
   4.    ACCUMULATED DEFICIT AND LACK OF PROFITABLE OPERATIONS.
   The Company has incurred a deficit of $8,994,025 from
   inception to September 30, 1995.  The Company therefore
   may be considered a high risk investment and investors are
   encouraged to consider their investment carefully.
   
   5.    REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND
   ADDITIONAL CAPITAL NEEDS.  The ultimate realization of the
   Company's investments in mineral properties is dependent
   upon the success of future property sales, the existence
   of economically recoverable reserves, the ability of the
   Company to obtain financing or make other arrangements for
   development and upon future profitable production.  As
   discussed in its Annual Report on Form 10-K for fiscal 1995,
   at Item 7, 'Management's Discussion and Analysis of
   Financial Condition and Results of Operations', the
   Company expects to fund its operations for fiscal 1996
   through joint ventures, production activities, equity
   funding, or by selling properties and retaining royalty
   interests. The Company does not have sufficient capital
   to fully explore and develop its mineral properties and
   there can be no assurance that the Company will be
   successful in obtaining the required capital to fund
   its long-term capital needs.
   
   6.    RETENTION AND ATTRACTION OF KEY PERSONNEL.  The
   Company's success will depend, in large part, on its
   ability to retain and attract highly qualified personnel.
   The Company's success in retaining its present staff and
   in attracting additional qualified personnel will depend
   on many factors, including its ability to provide them
   with competitive compensation arrangements, equity
   participation and other benefits.
   
   7.    GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS.
   The Company must comply with extensive federal, state and
   local laws and regulations governing the mining industry
                                   -6-
13
   and the protection of the environment.  These laws have
   jurisdiction over land, mineral rights and/or the surface
   under which activities are proposed.  In general,
   administrative, compliance and environmental regulations
   at the federal, state and local level pertaining to the
   Company's business and properties include: 1) Surface
   Impact, 2) Water Acquisition, 3) Site Access, 4)
   Reclamation, 5) Wildlife Preservation, 6) Licenses and
   Permits, and 7) Maintaining the Fees for unpatented mining
   claims.  Environmental regulations have had limited
   impact on the Company through the end of fiscal 1995 because
   its primary business is exploring and developing mining
   properties, not operating them.  Hence, the Company's
   expenditures to date for required environmental compliance
   have been limited and not material.  During the fiscal
   years ended September 30, 1995, 1994, 1993, and 1992,
   Centurion expended a total of approximately $72,000
   complying with the above requirements.  The Company
   currently is unaware of any properties in its control
   that would require material expenditures outside the
   normal range of operations.  Subsequent to the end of
   fiscal 1995, the Company completed the preliminary work
   necessary to initiate the next phase of mining operations
   at the Mammoth Mine in the Tintic Mining District and
   properties under negotiation in Southwestern Utah.
   Consequently, as the Company becomes more active within
   its properties, it is reasonable to expect that compliance
   with environmental regulations will substantially increase
   costs to the Company.  Such compliance may include
   feasibility studies on the surface impact of the
   Company's proposed operations, costs associated with
   Minimizing surface impact, water treatment and
   protection, reclamation activities including
   rehabilitation of various sites, and on-going efforts
   at alleviating the mining impact on wildlife.  Moreover,
   permits or bonds have been and may continue to be
   required to ensure the Company's compliance with
   applicable regulations. Future costs of compliance may
   depend upon the extent and type of exploration and
   testing required.  There is no assurance that the
   Company will be able to comply with requirements
   imposed on future development, or that the Company
   will be able to economically operate or even develop
   operating mines under such regulations.  Therefore,
   management is not able to estimate those amounts at
   this time.  
   
   In 1992, the U.S. Congress passed a number of amendments
   to the General Mining Law of 1872, as amended (the 'General
   Mining Law'), which governs mining claims and related
   activities on federal lands.  An annual holding fee of
   $100 per claim was imposed, in addition to an annual filing
   fee of $35, upon unpatented mining claims located on federal
   lands.  Since 1992, a variety of legislation has been
   proposed to further amend the General Mining Law.  The
   proposed legislation may significantly impact royalty,
   bonding requirements, and generally the exploration,
   development, and mining of mineral deposits situated on
   land owned by the U.S. government.  Although such
   legislative proposals have not been passed, the likelihood
   or extent of subsequent enactments is not presently known
   and the potential impact on the Company as a result of
   congressional action is difficult to predict.  No assurance
   can be given that the proposed changes and new standards
   that may be imposed by federal, state and local authorities
   will not have materially adverse effects on the Company's
   activities.    
   
   The Company is committed to complying with the various
   federal, state and local regulations and, to its knowledge,
   was in compliance during fiscal 1995.  
                                   -7-
14
   
    USE OF PROCEEDS
   
   The Shares have been or will be issued to the Selling
   Shareholders as awards under the Plan.  Pursuant to the
   Registration Statement, the Selling Shareholders may offer
   their Shares for their own respective accounts and the
   Company will not receive any part of the proceeds from the
   sale thereof.
   
    SELLING SHAREHOLDERS
   
   The Selling Shareholders will be officers and directors
   of the Company, shareholders who own 5% or more of the
   outstanding Shares of the Company, and shareholders who
   receive Shares pursuant to awards under the Plan ('Principal
   Shareholders').  As of the date of this Reoffer Prospectus,
   awards of the Shares and options to acquire Shares have been
   made under the Plan to the following officers, directors and
   principal shareholders.
NUMBER OF SHARES                  
   
PRINCIPAL SHAREHOLDERS   AWARDED        ISSUED
Spenst M. Hansen         240,000
355,000            
48 West 300 South
Suite 1401 North
SLC Utah 84101

OFFICERS AND DIRECTORS

Spenst M. Hansen         SEE ABOVE      SEE ABOVE               
Orson Mabey III          80,000
55,000
J.D.H (David) Morgan     80,000
55,000
Mark D. Dotson           40,000
15,000         
Howard Crosby            96,000
44,000
Carlos Chavez            25,000
13,000
Randy W. Sutherland       7,200
2,100
        TOTAL:          568,500        239,400
Represents an award of 55,000 shares as partial
compensation for service as a director and CEO of the
Company, and 300,000 shares acquired upon exercise of
Stock Options administered under the Plan.  In addition,
Mr. Hansen holds non-security rights: (1) to be issued
15,000 shares each quarter through March 31, 1997, as
partial compensation for service as a director (10,000
shares) and CEO (20,000 shares); and (2) to be eligible
to receive Stock Options to acquire up to 180,000 Shares
at an exercise price of $1.50, accruing at a rate of
30,000 Stock Option rights each quarter through March
31, 1997, and expiring March 31, 1998 (10,000 accrue
for director service and 20,000 accrue for CEO service).
Awarded as partial compensation for service as a
director of the Company.  In addition, Mr. Mabey, Mr.
Morgan and Mr. Dotson each hold non-security rights: (1)
to be issued 5,000 Shares each quarter through March 31,
                                        -8-
15

1997, as partial compensation for service as a director;
and (2) to be eligible to receive Stock Options to acquire
up to 10,000 Shares under the same terms described in
Footnote 1.
Awarded as partial compensation for service as the
President, CEO and Chairman of the Board of Directors of
four consolidated subsidiaries of the Company, at a rate
of 4,000 Shares per month.
Awarded as partial compensation for service as
Secretary of the Company at a rate of 400 shares per
month, and including an award of 5,000 shares in Fiscal
1995 in lieu of salary.
Awarded as partial compensation for service as
Treasurer of the Company at a rate of 400 shares per month.
As further awards of the Shares and options to acquire the
Shares under the Plan are made to Selling Shareholders and
as Principal Shareholders acquire Shares upon the exercise
of stock options awarded under the plan, this Reoffer
Prospectus shall be updated to reflect those awards.  As of
the date of this Reoffer Prospectus, the officers and
directors of the Company and the Principal Shareholders are
those persons listed in the Company's Annual Report on Form
10-K, as amended, for the period ended September 30, 1995,
on file with the Commission.

        PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other
successors in interest.  Such sales may be made in the
over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then current
market price, or in negotiated transactions.

The Shares may be sold in one or more of the following ways:

(a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to
facilitate the transaction;

(b) purchase by a broker or dealer as principal and resale
by such broker or dealer for its account pursuant to this
Reoffer Prospectus.

(c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers.  In effecting sales,
brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate.  Brokers
or dealers will receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated immediately
prior to the sale.  Such brokers or dealers and any other
participating brokers or dealers may be deemed to be
'underwriters' within the meaning of the Securities Act in
connection with such sales.  In addition, any securities
covered by this Reoffer Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Reoffer Prospectus.

(d) private transactions at a negotiated price.

Upon the Company being notified by a Selling Shareholder that
any material arrangement has been entered into with a
broker-dealer for the sale of Shares through a block trade,
special offering, exchange distribution, or secondary
distribution or a purchase by a broker or dealer, a
                               -9-
16
supplemented prospectus will be filed, if required, pursuant
to Rule 424(c) under the Act, disclosing (i) the name of
each such Selling Shareholder and of the participating
broker-dealer(s), (ii) the number of Shares involved, (iii)
the price at which such Shares will be sold, (iv) the
commissions paid or discounts or concessions allowed to
such broker-dealers(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference
in this Reoffer Prospectus and (vi) other facts material
to the transaction.

The Selling Shareholders will be subject to anti-fraud and
anti-market manipulation rules under the Exchange Act in
connection with this offering.  Rules 10b-2, 10b-6 and
10b-7, among others, effectively prohibit the Selling
Shareholders from purchasing the Company's common stock
while the Shares are being offered pursuant to this
Reoffer Prospectus.

The Company has agreed to indemnify the Selling
Shareholders and underwriters acting on their behalf
against certain liabilities, including liabilities under
the Securities Act, for material misrepresentations
contained, or omissions not contained, in this Prospectus.

The laws of certain states may require that sales of the
Shares offered hereby be conducted solely through the
brokers or dealers so registered in those states.

    DESCRIPTION OF SECURITIES

AUTHORIZED CAPITAL

The Company is authorized to issue 30,000,000 shares of
common stock, $.01 par value, of which 24,387,821
were issued and outstanding as of March 1, 1996.  All
outstanding shares are fully-paid and non-assessable.
As of March 1, 1996 there were approximately 720
shareholders of record.

DIVIDENDS

The holders of the common stock are entitled to dividends
as determined by the board of directors from legally
available funds.  All shares of common stock have equal
rights to participate in any dividend, if, as and when
declared by the board of directors.  The Company has not
paid any dividends and does not anticipate or contemplate
paying dividends in the foreseeable future.  Management of
the Company presently intends to use earnings to finance
future growth and development.

VOTING RIGHTS

The holders of common stock are entitled to one vote for
each share of common stock held.  The Shares do not have
the right to cumulative voting for directors, which means
that holders of more than 50% of the Shares voting for the
election of directors can elect all of the directors if
they choose to do so.
                          -10-
17

PRE-EMPTIVE RIGHTS

No shares have pre-emptive rights.

TRANSFER AGENT

OTC Stock Transfer, Inc., is transfer agent for the
Company's common stock.  The address is P.O. Box 15600,
231 East 2100 South, Salt Lake City, Utah 84115.  The
telephone number is 801/485-5554 and the facsimile number
is 801/486-0562.

RESTRICTIONS ON TRANSFERABILITY OF COMMON STOCK

During the effectiveness of the Registration Statement of
which this Reoffer Prospectus is a part, the Shares may be
sold and transferred subject to the requirement that the
Selling Shareholder and any underwriters acting on behalf
of such Selling Shareholder deliver this Reoffer Prospectus
to each offeree.  After the Registration Statement ceases
to be effective, Shares purchased from the Selling Share-
holder or any underwriters acting on behalf of such Selling
Shareholder may be resold and transferred without the
filing of a subsequent registration statement.

The award of Shares or options to purchase Shares under
the Plan may be subject to contractual restrictions on 
transferability. Any such contractual restriction will
be conspicuously noted on the certificates representing
the effective securities.  No Shares may be sold hereunder
except in accordance with such contractual restrictions.
As of the date of this Reoffer Prospectus, no contractual
restrictions have been imposed on awards under the Plan.

WARRANTS AND OPTIONS

The Plan as amended authorizes the issuance of up to
1,500,000 Shares of the Company's common stock, or 
options for such Shares, to key employees, officers
and directors of the Company.  As of the date of this
Reoffer Prospectus, 1,052,497 Shares of common stock and
325,000 options exercised for acquiring Shares of 
common stock have been granted pursuant to the Plan. 
No warrants have been awarded as of the date of this 
Reoffer Prospectus.

        LEGAL MATTERS

The legality of the Shares offered hereby will be passed
upon for the Company by Carlos M. Chavez, Esq., Salt
Lake City, Utah.

        EXPERTS

The consolidated financial statements and schedules
incorporated by reference in this Reoffer Prospectus and
elsewhere in the Form S-8 Registration Statement have been
audited by Jones, Jensen & Co., independent public
accountants, as indicated in their reports with respect
                        -11-
18
thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
Reference is made to said reports, which include an
explanatory paragraph with respect to the realizability
of the Company's investments in mineral properties as
discussed in Note 1 to the consolidated financial
statements.
                        -12-
19