<PAGE>
 As filed with the Securities and Exchange Commission on July 11, 1995

                                         Registration No. 33-         
======================================================================



                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                    ______________________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933

                    ______________________________

                     DYNAMIC MATERIALS CORPORATION
        (Exact name of registrant as specified in its charter)

                    ______________________________

           COLORADO                          84-0608431
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)         Identification Number)

                         551 ASPEN RIDGE DRIVE
                      LAFAYETTE, COLORADO  80026
                            (303) 666-6551
          (Address, including zip code, and telephone number,
   including area code, of registrant's principal executive offices)

                NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                         (Full title of plan)

                    ______________________________

        CRAIG N. EVANS                     WITH A COPY TO:
   VICE PRESIDENT - FINANCE             LAURA A. BATTLE, ESQ.
     551 ASPEN RIDGE DRIVE         DAVIS, GRAHAM & STUBBS, L.L.C.
  LAFAYETTE, COLORADO  80026         370 17TH STREET, SUITE 4700
        (303) 665-5700                 DENVER, COLORADO  80202
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)

                    ______________________________
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                  Proposed          Proposed
                                                     Amount        maximum          maximum
    Title of securities                             to be      offering price      aggregate          Amount of
     to be registered                             registered    per share<F1>   offering price<F1>  registration fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>              <C>                 <C>
Common Stock $.05 par value . . . . . . . . .   100,000 shares     $2.00            $200,000            $100
====================================================================================================================
<FN>
<F1> Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the
     Securities Act of 1933, as amended, based on the average high and low prices reported on the National
     Association of Securities Dealers, Inc. NASDAQ market system on July 6, 1995.
</TABLE>
<PAGE>
                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed or to be filed by Dynamic Materials
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated or deemed to be
incorporated in this Registration Statement by reference:

     (a)  The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1994, filed with the Commission on March 17, 1995
pursuant to the Exchange Act of 1934 (the "Exchange Act") (File
No. 0-8328).

     (b)  The Company's Quarterly Report of Form 10-QSB for the period
ending March 31, 1995, filed with the Commission on May 5, 1995
pursuant to the Exchange Act (File No. 0-8328).

     (c)  The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed with the
Commission on July 29, 1976 (File No. 0838).

     (d)  All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a Post-Effective Amendment to this Registration Statement
indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then
remaining unsold.

     Any statement contained in a document incorporated, or deemed to
be incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

4.   DESCRIPTION OF SECURITIES.

     Not applicable.

5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                 II-1<PAGE>
6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Articles of Incorporation and the laws of Colorado
provide for the indemnification of directors of the Company to the
fullest extent permitted by applicable law as from time to time may be
in effect, against all liability and expense incurred by reason of the
fact that he or she is or was a director of the Company, or while
serving as a director or officer of the Company, he is or was serving
at the request of the Company as a director, officer, partner,
employee, fiduciary or agent of, another corporation, partnership,
joint venture, trust, association, or other entity, or by reason of
any action alleged to have been taken or omitted in such capacity. 
Expenses incurred in defending an action, suit or proceeding will be
paid by the Company in advance of the final disposition of such
action, suit, or proceeding to the full extent and under the
circumstances permitted by the laws of the State of Colorado.  The
Company may purchase and maintain insurance on behalf of any person
who is or was a director or officer of the Company against any
liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
Company would have the power to indemnify against such liability under
the provisions of the Certificate of Incorporation or Bylaws.  

     The indemnification provided by the Certificate of Incorporation
is not deemed to be exclusive of any other rights to which those
indemnified may be entitled under any bylaw, contract, vote of
shareholders or disinterested directors, statute, or otherwise, and
inures to the benefit of their heirs, executors, and administrators. 
The provisions of the Certificate of Incorporation provide that the
Company may indemnify other persons from similar or other expenses and
liabilities by resolution of shareholder or directors, by contract or
otherwise.  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors or officers of the
Company pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

     The foregoing description of certain provisions of the Company's
Certificate of Incorporation is qualified in its entirety by the
actual Certificate of Incorporation of the Company filed as an exhibit
to the Company's Registration Statement on Form S-1 (Registration
No. 33-36059), as filed with the Commission on July 25, 1990 and
incorporated by reference in this Registration Statement.

     In June 1995, the Company entered into an indemnity agreement
with all of the directors and certain officers of the Company.  Each
indemnity agreement provides that the Company will indemnify such
officer or director who is made a party or is threatened to be made a
party to any proceeding brought by a third party by reason of the fact
that he is or was an agent of the Company or by reason of anything
done or not done by him in such capacity against any and all expenses
if he acted in good faith and in a manner he reasonably believed to be
in the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The agreement states that the Company will indemnify
the officer or director against any amounts paid in settlement of any
derivative action and against any expenses actually and reasonably
incurred in the investigation, defense,

                                 II-2<PAGE>
settlement or appeal of a derivative action if he acted in good faith
and in a manner he reasonably believed to be in the best interests of
the Company, except that the Company will not indemnify such person if
such person is finally adjudged to be liable to the Company due to
willful misconduct of a culpable nature in the performance of his duty
to the Company unless a court shall determine that despite the
adjudication of such liability, such person should be indemnified. 
The agreement provides for the advancement of expenses to such officer
or director; however, the Company is not obligated to advance expenses
to the extent expenses arise from a lawsuit filed directly by the
Company against the officer or director if a majority of the board
determines in good faith that the facts demonstrate that the
indemnitee acted in bad faith.  Finally, the Company is not obligated
(i) to indemnify or advance expenses if the officer or director
voluntarily initiates the proceeding or claim and not by way of
defense, (ii) to indemnify for any amounts paid in settlement of a
proceeding without the Company's written consent in advance; (iii) to
indemnify for an accounting of profits in a suit brought pursuant to
Section 16 of the Exchange Act; or (iv) to indemnify where
indemnification is determined by a court to be unlawful.

     The foregoing description of certain provisions of the indemnity
agreement is qualified in its entirety by the actual indemnity
agreement, a form of which was filed as an exhibit to the Company's
Report on Form 8-K (File No. 0-8328), as filed with the Commission on
July 11, 1995 and incorporated by reference in this Registration
Statement.

7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

       4.1     Dynamic Materials Corporation Nonemployee Director
               Stock Option Plan.

       5.1     Opinion and Consent of Davis, Graham & Stubbs, L.L.C.

      23.1     Consent of Davis, Graham & Stubbs, L.L.C.  See
               Exhibit 5.1.

      23.2     Consent of Arthur Andersen LLP.

9.   UNDERTAKINGS

     A.   The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; (2) 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; and (3) to remove from
registration 

                                 II-3<PAGE>
by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company 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.

                                 II-4<PAGE>
                              SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Denver, State
of Colorado, on the 7th day of July, 1995.

                              DYNAMIC MATERIALS CORPORATION


                              By:  /s/ CRAIG N. EVANS
                                 -------------------------------------
                                 Craig N. Evans
                                 Vice President - Finance, Secretary
                                 and Treasurer

                           POWER OF ATTORNEY
                           _________________

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Craig N. Evans and
Laura A. Battle, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
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 in connection therewith, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them,
or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.

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

         SIGNATURE                TITLE                         DATE
         ---------                -----                         ----

/s/ PAUL LANGE                President, Chief Executive    July 7, 1995
- ----------------------------- Officer and Director
Paul Lange                    (Principal Executive Officer)


/s/ CRAIG N. EVANS            Vice President-Finance,       July 7, 1995
- ----------------------------- Secretary and Treasurer
Craig N. Evans                (Principal Financial
                               Officer)
<PAGE>
/s/ DR. GEORGE W. MORGENTHALER  
______________________________ Director                     July 7, 1995
Dr. George W. Morgenthaler

/s/ MICHAEL C. HONE
______________________________ Director                     July 7, 1995
Michael C. Hone


______________________________ Director                     July 7, 1995
Dean K. Allen

/s/ EDWARD A. KEIBLE
- ------------------------------ Director                     July 7, 1995
Edward A. Keible

<PAGE>
                              EXHIBIT INDEX

Exhibit                                                     Sequential
  No.     Description                                       Page No.
- ----------------------------------------------------------------------

4.1       Dynamic Materials Corporation Nonemployee
          Director Stock Option Plan.

5.1       Opinion and Consent of Davis, Graham & Stubbs,
          L.L.C.

23.1      Consent of Davis, Graham & Stubbs, L.L.C.
          See Exhibit 5.1.

23.2      Consent of Arthur Andersen L.L.P.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17464}]
{"company-data": {"conformed-name": "DYNAMIC MATERIALS CORP", "cik": "0000034067", "assigned-sic": "3390", "irs-number": "840608431", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60975", "film-number": "95553301"}, "business-address": {"street1": "551 ASPEN RIDGE DR", "city": "LAFAYETTE", "state": "CO", "zip": "80026", "phone": "3036655700"}, "mail-address": {"street1": "551 ASPEN RIDGE DR", "city": "LAFAYETTE", "state": "CO", "zip": "80026"}, "former-company": {"former-conformed-name": "EXPLOSIVE FABRICATORS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 11, 1995

                                         Registration No. 33-         
======================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                    ______________________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933

                    ______________________________

                     DYNAMIC MATERIALS CORPORATION
        (Exact name of registrant as specified in its charter)

                    ______________________________

           COLORADO                          84-0608431
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)         Identification Number)

                         551 ASPEN RIDGE DRIVE
                      LAFAYETTE, COLORADO  80026
                            (303) 666-6551
          (Address, including zip code, and telephone number,
   including area code, of registrant's principal executive offices)

                NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                         (Full title of plan)

                    ______________________________

        CRAIG N. EVANS                     WITH A COPY TO:
   VICE PRESIDENT - FINANCE             LAURA A. BATTLE, ESQ.
     551 ASPEN RIDGE DRIVE         DAVIS, GRAHAM & STUBBS, L.L.C.
  LAFAYETTE, COLORADO  80026         370 17TH STREET, SUITE 4700
        (303) 665-5700                 DENVER, COLORADO  80202
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)

                    ______________________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                  Proposed          Proposed
                                                     Amount        maximum          maximum
    Title of securities                             to be      offering price      aggregate          Amount of
     to be registered                             registered    per share
offering price
registration fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock $.05 par value . . . . . . . . .   100,000 shares     $2.00            $200,000            $100
====================================================================================================================
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the
     Securities Act of 1933, as amended, based on the average high and low prices reported on the National
     Association of Securities Dealers, Inc. NASDAQ market system on July 6, 1995.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed or to be filed by Dynamic Materials
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated or deemed to be
incorporated in this Registration Statement by reference:

     (a)  The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1994, filed with the Commission on March 17, 1995
pursuant to the Exchange Act of 1934 (the "Exchange Act") (File
No. 0-8328).

     (b)  The Company's Quarterly Report of Form 10-QSB for the period
ending March 31, 1995, filed with the Commission on May 5, 1995
pursuant to the Exchange Act (File No. 0-8328).

     (c)  The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed with the
Commission on July 29, 1976 (File No. 0838).

     (d)  All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a Post-Effective Amendment to this Registration Statement
indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then
remaining unsold.

     Any statement contained in a document incorporated, or deemed to
be incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

4.   DESCRIPTION OF SECURITIES.

     Not applicable.

5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                 II-1
6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Articles of Incorporation and the laws of Colorado
provide for the indemnification of directors of the Company to the
fullest extent permitted by applicable law as from time to time may be
in effect, against all liability and expense incurred by reason of the
fact that he or she is or was a director of the Company, or while
serving as a director or officer of the Company, he is or was serving
at the request of the Company as a director, officer, partner,
employee, fiduciary or agent of, another corporation, partnership,
joint venture, trust, association, or other entity, or by reason of
any action alleged to have been taken or omitted in such capacity. 
Expenses incurred in defending an action, suit or proceeding will be
paid by the Company in advance of the final disposition of such
action, suit, or proceeding to the full extent and under the
circumstances permitted by the laws of the State of Colorado.  The
Company may purchase and maintain insurance on behalf of any person
who is or was a director or officer of the Company against any
liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
Company would have the power to indemnify against such liability under
the provisions of the Certificate of Incorporation or Bylaws.  

     The indemnification provided by the Certificate of Incorporation
is not deemed to be exclusive of any other rights to which those
indemnified may be entitled under any bylaw, contract, vote of
shareholders or disinterested directors, statute, or otherwise, and
inures to the benefit of their heirs, executors, and administrators. 
The provisions of the Certificate of Incorporation provide that the
Company may indemnify other persons from similar or other expenses and
liabilities by resolution of shareholder or directors, by contract or
otherwise.  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors or officers of the
Company pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

     The foregoing description of certain provisions of the Company's
Certificate of Incorporation is qualified in its entirety by the
actual Certificate of Incorporation of the Company filed as an exhibit
to the Company's Registration Statement on Form S-1 (Registration
No. 33-36059), as filed with the Commission on July 25, 1990 and
incorporated by reference in this Registration Statement.

     In June 1995, the Company entered into an indemnity agreement
with all of the directors and certain officers of the Company.  Each
indemnity agreement provides that the Company will indemnify such
officer or director who is made a party or is threatened to be made a
party to any proceeding brought by a third party by reason of the fact
that he is or was an agent of the Company or by reason of anything
done or not done by him in such capacity against any and all expenses
if he acted in good faith and in a manner he reasonably believed to be
in the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The agreement states that the Company will indemnify
the officer or director against any amounts paid in settlement of any
derivative action and against any expenses actually and reasonably
incurred in the investigation, defense,

                                 II-2
settlement or appeal of a derivative action if he acted in good faith
and in a manner he reasonably believed to be in the best interests of
the Company, except that the Company will not indemnify such person if
such person is finally adjudged to be liable to the Company due to
willful misconduct of a culpable nature in the performance of his duty
to the Company unless a court shall determine that despite the
adjudication of such liability, such person should be indemnified. 
The agreement provides for the advancement of expenses to such officer
or director; however, the Company is not obligated to advance expenses
to the extent expenses arise from a lawsuit filed directly by the
Company against the officer or director if a majority of the board
determines in good faith that the facts demonstrate that the
indemnitee acted in bad faith.  Finally, the Company is not obligated
(i) to indemnify or advance expenses if the officer or director
voluntarily initiates the proceeding or claim and not by way of
defense, (ii) to indemnify for any amounts paid in settlement of a
proceeding without the Company's written consent in advance; (iii) to
indemnify for an accounting of profits in a suit brought pursuant to
Section 16 of the Exchange Act; or (iv) to indemnify where
indemnification is determined by a court to be unlawful.

     The foregoing description of certain provisions of the indemnity
agreement is qualified in its entirety by the actual indemnity
agreement, a form of which was filed as an exhibit to the Company's
Report on Form 8-K (File No. 0-8328), as filed with the Commission on
July 11, 1995 and incorporated by reference in this Registration
Statement.

7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

       4.1     Dynamic Materials Corporation Nonemployee Director
               Stock Option Plan.

       5.1     Opinion and Consent of Davis, Graham & Stubbs, L.L.C.

      23.1     Consent of Davis, Graham & Stubbs, L.L.C.  See
               Exhibit 5.1.

      23.2     Consent of Arthur Andersen LLP.

9.   UNDERTAKINGS

     A.   The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; (2) 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; and (3) to remove from
registration 

                                 II-3
by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company 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.

                                 II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Denver, State
of Colorado, on the 7th day of July, 1995.

                              DYNAMIC MATERIALS CORPORATION

                              By:  /s/ CRAIG N. EVANS
                                 -------------------------------------
                                 Craig N. Evans
                                 Vice President - Finance, Secretary
                                 and Treasurer

                           POWER OF ATTORNEY
                           _________________

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Craig N. Evans and
Laura A. Battle, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
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 in connection therewith, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them,
or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.

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

         SIGNATURE                TITLE                         DATE
         ---------                -----                         ----

/s/ PAUL LANGE                President, Chief Executive    July 7, 1995
- ----------------------------- Officer and Director
Paul Lange                    (Principal Executive Officer)

/s/ CRAIG N. EVANS            Vice President-Finance,       July 7, 1995
- ----------------------------- Secretary and Treasurer
Craig N. Evans                (Principal Financial
                               Officer)
/s/ DR. GEORGE W. MORGENTHALER  
______________________________ Director                     July 7, 1995
Dr. George W. Morgenthaler

/s/ MICHAEL C. HONE
______________________________ Director                     July 7, 1995
Michael C. Hone

______________________________ Director                     July 7, 1995
Dean K. Allen

/s/ EDWARD A. KEIBLE
- ------------------------------ Director                     July 7, 1995
Edward A. Keible
EXHIBIT INDEX

Exhibit                                                     Sequential
  No.     Description                                       Page No.
- ----------------------------------------------------------------------

4.1       Dynamic Materials Corporation Nonemployee
          Director Stock Option Plan.

5.1       Opinion and Consent of Davis, Graham & Stubbs,
          L.L.C.

23.1      Consent of Davis, Graham & Stubbs, L.L.C.
          See Exhibit 5.1.

23.2      Consent of Arthur Andersen L.L.P.