As filed with the Securities and Exchange Commission on May 19, 1998
                                               SEC Registration No.___________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


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


                        ELDORADO ARTESIAN SPRINGS, INC.
                        -------------------------------
     (Exact  name  of  registrant  as  specified  in  its  charter)

       Colorado                                                     84-0907853
---------------                                                     ----------
(State  or  other  juris-                                        (IRS Employer
 diction  of  incorporation)                                    Identification
No.)

                P.O. Box 445, Eldorado Springs, Colorado  80025
                -----------------------------------------------
                     (Address  of  Principal  Executive
                         Offices, including Zip Code)

                            1997 STOCK OPTION PLAN
                            ----------------------
                           (Full title of the plan)

                               Douglas A. Larson
                        ELDORADO ARTESIAN SPRINGS, INC.
                                 P.O. Box 445
                          Eldorado Springs, CO 80025
                                (303) 499-1316
                    ---------------------------------------
               (Name, address, including zip code, and telephone
               number, including area code of agent for service)

     Copies  to
     ----------
                           Laurie P. Glasscock, Esq.
                        Chrisman, Bynum & Johnson, P.C.
                             1900 Fifteenth Street
                              Boulder, CO  80302
                                (303) 546-1300

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                    Proposed
                                                     maximum
                      Amount     Proposed maximum   aggregate
                      to be       offering price    offering   registration
to be registered    registered    per share (1)     Price (1)      Fee
----------------    ----------    -------------     ---------      ---
<S>                    <C>             <C>             <C>         <C>

Common  Stock
($0.001 par value)    875,000         $2.75        $2,406,250     $709.84

    1)   Estimated solely for the purpose of calculating the registration fee.
         Computed  pursuant  to Rule 457(c) using the sale price of a private 
         placement of  300,000  shares of the Company's Common Stock which was 
         completed on April 22,  1998.  There  is  no  active  market  for  the
         Company's  Common  Stock.


<PAGE>

This  Registration  Statement  registers  875,000  shares  of the common stock
($0.001  par  value)  ("Common Stock") of Eldorado Artesian Springs, Inc. (the
"Company")  offered pursuant to the Eldorado Artesian Springs, Inc. 1997 Stock
Option  Plan  (the  "Plan").    The Plan was adopted by the Company's board of
directors  on  September  10,    1997,  and  was  approved  by  the  Company's
shareholders  on  October  27,  1997.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The following documents and all other documents subsequently filed by the
Company  pursuant  to  Sections  13(a),  13(c), 14 and 15(d) of the Securities
Exchange  Act of 1934, prior to the filing of a post-effective amendment which
indicates  that  all  the  Common  Stock offered hereby has been sold or which
deregisters  all  such  Common  Stock  then  remaining  unsold,  are  hereby
incorporated  herein  by reference to be a part of this Registration Statement
from  the  date  of  filing  such  documents:

     (a)   The Company's latest annual report filed pursuant to Section
           13(a)  or  15(d)  of  the  Securities  Exchange  Act  of  1934;

     (b)   The Company's 1997 Proxy Statement filed pursuant to Section 14
           of  the  Securities  Exchange  Act  of  1934.

     (c)   All other reports filed pursuant to Section 13(a) or 15(d) of the
           Securities  Exchange  Act  of 1934 since the end of the fiscal year
           covered by the  annual  reports  referred  to  in  (a)  above;  and

     (d)   The description of the Common Stock which is contained in the
           Company's  Registration Statement on Form S-18 on June 24, 1986 
           under the name of  Lexington  Funding,  Inc.,  as  such Registration
           Statement was amended by Amendment No. 1 filed with the Commission
           on August 18, 1986 and Amendment No. 2  filed  with  the Commission 
           on September 8, 1986, and declared effective on September  22,  1986.

ITEM  4.   DESCRIPTION  OF  SECURITIES.

           Not  applicable.

ITEM  5.   INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

           Not  applicable.

ITEM  6.   INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Articles of Incorporation and Bylaws of the Company provide that the
Company  shall  indemnify  to the fullest extent permitted by Colorado law any
person  who  was  or  is  a party, or is threatened to be made a party, to any
threatened,  pending or completed action, suit or proceeding, by reason of the
fact  that  he  or she is or was a director or officer of the Company or is or
was  serving  at  the  request of the Company in any capacity and in any other
corporation,  partnership,  joint  venture,  trust  or  other enterprise.  The
Colorado  Business Corporation Act (the "Colorado Act") permits the Company to
indemnify  an officer or director who was or is a party or is threatened to be
made  a party to any proceeding because of his or her position, if the officer
or  director acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the Company or, if such officer or director was
not  acting  in  an  official  capacity  for the Company, he or she reasonably
believed  the  conduct  was  not opposed to the best interests of the Company.
Indemnification is mandatory if the officer or director was wholly successful,
on  the  merits  or  otherwise,  in  defending  such  proceeding.    Such
indemnification  (other  than  as  ordered  by  a  court) shall be made by the
Company  only  upon  a  determination  that  indemnification  is proper in the
circumstances  because  the individual met the applicable standard of conduct.
Advances  for  such  indemnification  may  be made pending such determination.
Such  determination shall be made by a majority vote of a quorum consisting of
disinterested  directors  or  of  a  committee  of  at least two disinterested
directors,  or  by  independent  legal  counsel  or  by  the  shareholders.

In addition, the Articles of Incorporation provide for the elimination, to the
extent  permitted  by  Colorado law, of personal liability of directors to the
Company and its shareholders for monetary damages for breach of fiduciary duty
as  directors.    The  Colorado  Act  provides for the elimination of personal
liability  of  directors  for  damages occasioned by breach of fiduciary duty,
except  for  liability based on the director's duty of loyalty to the Company,
liability  for acts or omissions not made in good faith, liability for acts or
omissions  involving  intentional  misconduct,  liability based on payments of
improper  dividends,  liability  based on violations of state securities laws,
and  liability  for acts occurring prior to the date such provision was added.

ITEM  7.    EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  Applicable.

ITEM  8.  EXHIBITS.

Exhibit  No.            Description  of  Exhibit
------------            ------------------------

4.1                     Articles of Incorporation incorporated by reference to
                        Exhibit  No.  3  to  the  Registration  Statement  (No.
                        33-6738-D)

4.2                     Articles of Amendment to Articles of Incorporation
                        filed  with  the  Colorado  Secretary  of  State  on 
                        April  1,  1998.

4.3                     Bylaws incorporated by reference to Exhibit No. 3 to
                        the  Registration  Statement  (No.  33-6738-D)

4.4                     Eldorado Artesian Springs, Inc. 1997 Stock Option Plan
                        (as  amended  to  reflect  reverse  stock  split).

5.1                     Opinion of Chrisman, Bynum & Johnson, P.C.

23.1                    Consent of Chrisman, Bynum & Johnson, P.C. (included
                        in  Exhibit  5.1).

23.2                    Consent of Ehrhardt Keefe Steiner & Hottman PC

ITEM  9.    UNDERTAKINGS.

A.          Post-Effective  Amendments
            --------------------------

     The  undersigned  issuer  hereby  undertakes:

     (1)         To file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement.

          (i)        To include any prospectus required by Section 10(a)(3) of
the  Securities  Act  of  1933.

          (ii)        To reflect in the prospectus any facts or events arising
after  the  effective  date  of the registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  the
registration  statement;

          (iii)        To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any  material  change  to  such  information  in  the  registration statement.

provided, however, that subparagraphs (i) and (ii) above will not apply if the
information  required  to  be  included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the issuer pursuant to
Section  13  or  Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated  by  reference  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.

     (3)          To  remove  from  registration  by means of a post-effective
amendment  any  of  the securities being registered which remain unsold at the
termination  of  the  offering.

B.    Subsequent  Documents  Incorporated  by  Reference
      --------------------------------------------------

     The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's  annual  report pursuant to Section 13(a) or Section 15(d) of the
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.    Claims  for  Indemnification
      ----------------------------

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,  or  otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.    In  the  event  that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
registrant  of  expenses  incurred  or  paid  by  a director, officer or other
controlling  person of the registrant in the successful defense of any action,
suit  or  proceeding)  is  asserted  by  such director, officer or controlling
person  in  connection  with  the  securities being registered, the registrant
will,  unless  in  the  opinion  of its counsel the matter has been settled by
controlling  precedent,  submit  to  a  court of appropriate  jurisdiction the
question  whether  such  indemnification  by  it  is  against public policy as
expressed  in  the  Act and will be governed by the final adjudication of such
issue.



<PAGE>
                                  SIGNATURES


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto duly authorized, in the County of Boulder, State of Colorado, on the
18th    day  of  May,  1998.

                    ELDORADO  ARTESIAN  SPRINGS,  INC.


                    By: /s/ Douglas A. Larson, President
                        Douglas  A.  Larson,  President


     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  dates  indicated.

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


/s/ Douglas A. Larson  President,  Treasurer          May  18,  1998
    Douglas A. Larson  and  Director
                       (Principal  Executive  Officer)

/s/ Kevin M. Sipple    Secretary,                     May  18,  1998
    Kevin M. Sipple    Vice  President
                       and  Director


/s/ Jeremy S. Martin   Vice  President                May  18,  1998
    Jeremy S. Martin   Director



<PAGE>


                                 EXHIBIT INDEX

_____________________________________________________________________________
_____________________________________________________________________________
________________________Sequential

                                                                 Page
Exhibit  No.          Description  of  Exhibit                  Number
------------          ------------------------                  ------
4.2                   Articles  of  Amendment  to Articles 
                      of Incorporation of Eldorado
                      Artesian  Springs, Inc., filed with 
                      Secretary of State of Colorado on 
                      April 1, 1998

4.4                   Eldorado Artesian Springs, Inc. 1997 
                      Stock Option Plan (as amended)

5.1                   Opinion  of  Chrisman,  Bynum  &  
                      Johnson,  P.C.

23.1                  Consent of Chrisman, Bynum & Johnson,
                      P.C. (included in Exhibit 5.1).

23.2                  Consent  of  Ehrhardt  Keefe  Steiner
                      &  Hottman  PC








</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15531}]
{"company-data": {"conformed-name": "ELDORADO ARTESIAN SPRINGS INC", "cik": "0000796124", "assigned-sic": "5140", "irs-number": "840907853", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53307", "film-number": "98629865"}, "business-address": {"street1": "P O BOX 445", "city": "ELDORADO SPRINGS", "state": "CO", "zip": "80025", "phone": "3034991316"}, "mail-address": {"street1": "PO BOX 445", "city": "ELDORADO SPRINGS", "state": "CO", "zip": "80025"}, "former-company": {"former-conformed-name": "LEXINGTON FUNDING INC", "date-changed": "19870818"}}
As filed with the Securities and Exchange Commission on May 19, 1998
                                               SEC Registration No.___________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                        ELDORADO ARTESIAN SPRINGS, INC.
                        -------------------------------
     (Exact  name  of  registrant  as  specified  in  its  charter)

       Colorado                                                     84-0907853
---------------                                                     ----------
(State  or  other  juris-                                        (IRS Employer
 diction  of  incorporation)                                    Identification
No.)

                P.O. Box 445, Eldorado Springs, Colorado  80025
                -----------------------------------------------
                     (Address  of  Principal  Executive
                         Offices, including Zip Code)

                            1997 STOCK OPTION PLAN
                            ----------------------
                           (Full title of the plan)

                               Douglas A. Larson
                        ELDORADO ARTESIAN SPRINGS, INC.
                                 P.O. Box 445
                          Eldorado Springs, CO 80025
                                (303) 499-1316
                    ---------------------------------------
               (Name, address, including zip code, and telephone
               number, including area code of agent for service)

     Copies  to
     ----------
                           Laurie P. Glasscock, Esq.
                        Chrisman, Bynum & Johnson, P.C.
                             1900 Fifteenth Street
                              Boulder, CO  80302
                                (303) 546-1300

                        CALCULATION OF REGISTRATION FEE
Proposed
                                                     maximum
                      Amount     Proposed maximum   aggregate
                      to be       offering price    offering   registration
to be registered    registered    per share (1)     Price (1)      Fee
----------------    ----------    -------------     ---------      ---
Common  Stock
($0.001 par value)    875,000         $2.75        $2,406,250     $709.84

    1)   Estimated solely for the purpose of calculating the registration fee.
         Computed  pursuant  to Rule 457(c) using the sale price of a private 
         placement of  300,000  shares of the Company's Common Stock which was 
         completed on April 22,  1998.  There  is  no  active  market  for  the
         Company's  Common  Stock.
This  Registration  Statement  registers  875,000  shares  of the common stock
($0.001  par  value)  ("Common Stock") of Eldorado Artesian Springs, Inc. (the
"Company")  offered pursuant to the Eldorado Artesian Springs, Inc. 1997 Stock
Option  Plan  (the  "Plan").    The Plan was adopted by the Company's board of
directors  on  September  10,    1997,  and  was  approved  by  the  Company's
shareholders  on  October  27,  1997.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The following documents and all other documents subsequently filed by the
Company  pursuant  to  Sections  13(a),  13(c), 14 and 15(d) of the Securities
Exchange  Act of 1934, prior to the filing of a post-effective amendment which
indicates  that  all  the  Common  Stock offered hereby has been sold or which
deregisters  all  such  Common  Stock  then  remaining  unsold,  are  hereby
incorporated  herein  by reference to be a part of this Registration Statement
from  the  date  of  filing  such  documents:

     (a)   The Company's latest annual report filed pursuant to Section
           13(a)  or  15(d)  of  the  Securities  Exchange  Act  of  1934;

     (b)   The Company's 1997 Proxy Statement filed pursuant to Section 14
           of  the  Securities  Exchange  Act  of  1934.

     (c)   All other reports filed pursuant to Section 13(a) or 15(d) of the
           Securities  Exchange  Act  of 1934 since the end of the fiscal year
           covered by the  annual  reports  referred  to  in  (a)  above;  and

     (d)   The description of the Common Stock which is contained in the
           Company's  Registration Statement on Form S-18 on June 24, 1986 
           under the name of  Lexington  Funding,  Inc.,  as  such Registration
           Statement was amended by Amendment No. 1 filed with the Commission
           on August 18, 1986 and Amendment No. 2  filed  with  the Commission 
           on September 8, 1986, and declared effective on September  22,  1986.

ITEM  4.   DESCRIPTION  OF  SECURITIES.

           Not  applicable.

ITEM  5.   INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

           Not  applicable.

ITEM  6.   INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Articles of Incorporation and Bylaws of the Company provide that the
Company  shall  indemnify  to the fullest extent permitted by Colorado law any
person  who  was  or  is  a party, or is threatened to be made a party, to any
threatened,  pending or completed action, suit or proceeding, by reason of the
fact  that  he  or she is or was a director or officer of the Company or is or
was  serving  at  the  request of the Company in any capacity and in any other
corporation,  partnership,  joint  venture,  trust  or  other enterprise.  The
Colorado  Business Corporation Act (the "Colorado Act") permits the Company to
indemnify  an officer or director who was or is a party or is threatened to be
made  a party to any proceeding because of his or her position, if the officer
or  director acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the Company or, if such officer or director was
not  acting  in  an  official  capacity  for the Company, he or she reasonably
believed  the  conduct  was  not opposed to the best interests of the Company.
Indemnification is mandatory if the officer or director was wholly successful,
on  the  merits  or  otherwise,  in  defending  such  proceeding.    Such
indemnification  (other  than  as  ordered  by  a  court) shall be made by the
Company  only  upon  a  determination  that  indemnification  is proper in the
circumstances  because  the individual met the applicable standard of conduct.
Advances  for  such  indemnification  may  be made pending such determination.
Such  determination shall be made by a majority vote of a quorum consisting of
disinterested  directors  or  of  a  committee  of  at least two disinterested
directors,  or  by  independent  legal  counsel  or  by  the  shareholders.

In addition, the Articles of Incorporation provide for the elimination, to the
extent  permitted  by  Colorado law, of personal liability of directors to the
Company and its shareholders for monetary damages for breach of fiduciary duty
as  directors.    The  Colorado  Act  provides for the elimination of personal
liability  of  directors  for  damages occasioned by breach of fiduciary duty,
except  for  liability based on the director's duty of loyalty to the Company,
liability  for acts or omissions not made in good faith, liability for acts or
omissions  involving  intentional  misconduct,  liability based on payments of
improper  dividends,  liability  based on violations of state securities laws,
and  liability  for acts occurring prior to the date such provision was added.

ITEM  7.    EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  Applicable.

ITEM  8.  EXHIBITS.

Exhibit  No.            Description  of  Exhibit
------------            ------------------------

4.1                     Articles of Incorporation incorporated by reference to
                        Exhibit  No.  3  to  the  Registration  Statement  (No.
                        33-6738-D)

4.2                     Articles of Amendment to Articles of Incorporation
                        filed  with  the  Colorado  Secretary  of  State  on 
                        April  1,  1998.

4.3                     Bylaws incorporated by reference to Exhibit No. 3 to
                        the  Registration  Statement  (No.  33-6738-D)

4.4                     Eldorado Artesian Springs, Inc. 1997 Stock Option Plan
                        (as  amended  to  reflect  reverse  stock  split).

5.1                     Opinion of Chrisman, Bynum & Johnson, P.C.

23.1                    Consent of Chrisman, Bynum & Johnson, P.C. (included
                        in  Exhibit  5.1).

23.2                    Consent of Ehrhardt Keefe Steiner & Hottman PC

ITEM  9.    UNDERTAKINGS.

A.          Post-Effective  Amendments
            --------------------------

     The  undersigned  issuer  hereby  undertakes:

     (1)         To file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement.

          (i)        To include any prospectus required by Section 10(a)(3) of
the  Securities  Act  of  1933.

          (ii)        To reflect in the prospectus any facts or events arising
after  the  effective  date  of the registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  the
registration  statement;

          (iii)        To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any  material  change  to  such  information  in  the  registration statement.

provided, however, that subparagraphs (i) and (ii) above will not apply if the
information  required  to  be  included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the issuer pursuant to
Section  13  or  Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated  by  reference  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.

     (3)          To  remove  from  registration  by means of a post-effective
amendment  any  of  the securities being registered which remain unsold at the
termination  of  the  offering.

B.    Subsequent  Documents  Incorporated  by  Reference
      --------------------------------------------------

     The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's  annual  report pursuant to Section 13(a) or Section 15(d) of the
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.    Claims  for  Indemnification
      ----------------------------

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,  or  otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.    In  the  event  that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
registrant  of  expenses  incurred  or  paid  by  a director, officer or other
controlling  person of the registrant in the successful defense of any action,
suit  or  proceeding)  is  asserted  by  such director, officer or controlling
person  in  connection  with  the  securities being registered, the registrant
will,  unless  in  the  opinion  of its counsel the matter has been settled by
controlling  precedent,  submit  to  a  court of appropriate  jurisdiction the
question  whether  such  indemnification  by  it  is  against public policy as
expressed  in  the  Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto duly authorized, in the County of Boulder, State of Colorado, on the
18th    day  of  May,  1998.

                    ELDORADO  ARTESIAN  SPRINGS,  INC.

                    By: /s/ Douglas A. Larson, President
                        Douglas  A.  Larson,  President

     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  dates  indicated.

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

/s/ Douglas A. Larson  President,  Treasurer          May  18,  1998
    Douglas A. Larson  and  Director
                       (Principal  Executive  Officer)

/s/ Kevin M. Sipple    Secretary,                     May  18,  1998
    Kevin M. Sipple    Vice  President
                       and  Director

/s/ Jeremy S. Martin   Vice  President                May  18,  1998
    Jeremy S. Martin   Director
EXHIBIT INDEX

_____________________________________________________________________________
_____________________________________________________________________________
________________________Sequential

                                                                 Page
Exhibit  No.          Description  of  Exhibit                  Number
------------          ------------------------                  ------
4.2                   Articles  of  Amendment  to Articles 
                      of Incorporation of Eldorado
                      Artesian  Springs, Inc., filed with 
                      Secretary of State of Colorado on 
                      April 1, 1998

4.4                   Eldorado Artesian Springs, Inc. 1997 
                      Stock Option Plan (as amended)

5.1                   Opinion  of  Chrisman,  Bynum  &  
                      Johnson,  P.C.

23.1                  Consent of Chrisman, Bynum & Johnson,
                      P.C. (included in Exhibit 5.1).

23.2                  Consent  of  Ehrhardt  Keefe  Steiner
                      &  Hottman  PC