<PAGE>1
          As filed with the Securities and Exchange Commission on January
          30, 1996
                                               Registration No. 33-________

                       U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington D.C. 20549
                                   _______________


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


                                   _______________


                              NORTH LILY MINING COMPANY
               (Exact name of registrant as specified in its charter)

          Utah                             87-0159350
          (State or other jurisdiction     (I.R.S. Employer
          of                               Identification No.)
          incorporation or organization)

                Suite 210, 1800 Glenarm Place, Denver, Colorado 80202
            (Address of Principal Executive Offices)           (Zip Code)

                     Consulting Agreement dated January 11, 1996
                     Consulting Agreement dated January 19, 1996
                              (Full title of the plan)

                                 Stephen E. Flechner
                              North Lily Mining Company
                            Suite 210, 1800 Glenarm Place
                               Denver, Colorado 80202
                       (Name and address of agent for service)

                                   (303) 294-0427
            (Telephone number, including area code, of agent for service)


                                     COPIES TO:
                           Law Offices of Fay M. Matsukage
                             Stanford Place 3, Suite 201
                          4582 South Ulster Street Parkway
                               Denver, Colorado  80237
                                   (303) 721-9495

          Exhibit index on consecutive page _____ Consecutive page 1 of
          _____



                                          1

<PAGE>2
                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                    Proposed     Proposed
                                    maximum      maximum
          Title of     Amount to    offering     aggregate    Amount of 
          securities   be           price per    offering     registration
          to be        registered   unit         price (1)    fee
          registered                (1)


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

          <S>          <C>          <C>          <C>          <C>

          Common       450,000      $.109375     $49,218.75   $100.00 (2)
          Shares,
          $.10 par
          value,
          under
          Consulting
          Agreements
           ---------------------------------------------------------------
<FN>
<F1>
          (1)    Calculated based on Rule 457(h).  Average of the closing
          bid and asked prices as of January 23, 1996.

<F2>
          (2)    Minimum fee being paid pursuant to Section 6(b) of the
          Securities Act of 1933.

</TABLE>


                                          2
<PAGE>3
                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.     Incorporation of Documents by Reference.

               The following documents are incorporated by reference in
          this registration statement:

               (a)    Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994, filed pursuant to Section
          13(a) of the Securities Exchange Act of 1934, as amended; and

               (b)    Registrant's quarterly reports on Form 10-Q for the
          fiscal quarters ended March 31, 1995, June 30, 1995, and
          September 30, 1995, and all other reports, if any, filed by the
          Registrant pursuant to Section 13(a) of the Securities Exchange
          Act of 1934 since the end of the fiscal year ended December 31,
          1994.

               (c)    The Registrant filed a registration statement on
          Form 8-B under the Securities Exchange Act of 1934.  However, the
          description of securities contained therein incorporated by
          reference to a registration statement on Form S-1.  Pursuant to
          Rule 12b-24 of the Commission's Rules of Practice, incorporation
          by reference of documents which incorporate by reference other
          information is restricted.  Accordingly, the Registrant does not
          incorporate by reference to the description contained in the
          registration statement on Form 8-B.

               All documents filed by the registrant pursuant to Sections
          13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
          after the date of this registration statement and prior to the
          filing of a post-effective amendment to this registration
          statement which indicates that all securities offered hereunder
          have been sold, or which deregisters all securities then
          remaining unsold under this registration statement, shall be
          deemed to be incorporated by reference in this registration
          statement and to be a part hereof from the date of filing of such
          documents.

          Item 4.     Description of Securities.

               While the class of securities to be offered is registered
          under Section 12 of the Securities Exchange Act of 1934, the
          Registrant did not incorporate by reference a description of
          securities contained in a registration statement filed under such
          Act.  Accordingly, the Registrant sets forth a description of the
          class of securities to be offered:

               The Registrant's authorized capital stock consists of
          30,000,000 shares of Common Stock, $.10 par value.  Holders of
          the Common Stock are entitled to receive such dividends as may be
          declared by the Board of Directors out of funds legally available
          therefor.  In the event of liquidation, holders of the Common
          Stock are entitled to a proportionate share in any distribution
          of company assets after payment of liabilities.  Holders of the
          Common Stock do not have preemptive rights.  Each share of Common
          Stock is entitled to one vote, and cumulative voting is not
          permitted in the election of directors.  All of the outstanding
          shares of Common Stock are, and the shares being offered hereby
          will be, upon issuance fully paid and nonassessable.

          Item 5.     Interests of Named Experts and Counsel.
               Not applicable.


                                          3

<PAGE> 4

          Item 6.     Indemnification of Directors and Officers.

          Utah corporate law, Article IX of the Registrant's Articles of
          Incorporation, as amended, and Article XI of the Registrant's
          Bylaws permit the Registrant to indemnify any director, officer,
          former director or officer, and certain other persons against
          expenses in defense of a suit to which they are parties by reason
          of such office, unless they are adjudged in such suit negligent
          or guilty of misconduct in the performance of their duties.

          Item 7.     Exemption from Registration Claimed.

               Not applicable.

          Item 8.     Exhibits.
<TABLE>
<CAPTION>

          Exhibit                                                Consecu-
          Number                      Exhibit                    tive
                                                                 Page Num-
                                                                 ber

          <S>        <C>                                         <C>
          4.1        Articles of Incorporation, as amended       N/A
                     (filed as an exhibit to the Registrant's
                     Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1987, with an
                     amendment thereto filed as an exhibit to
                     the Registrant's Annual Report on Form 10-
                     K for the fiscal year ended December 31,
                     1988, and incorporated herein by refer-
                     ence)

             4.2     Bylaws (filed as an exhibit to the          N/A
                     Registrant's Annual Report on Form 10-K
                     for the fiscal year ended December 31,
                     1983, and incorporated herein by
                     reference)

             4.3     Consulting Agreement with A.R. Weber &      ___
                     Associates, Inc. dated January 11, 1996

             4.4     Consulting Agreement with Kelly Loder       ___
                     dated January 19, 1996

             5.1     Opinion Regarding Legality                  ___

             23.1    Consent of Coopers & Lybrand L.L.P.         ___

             23.2    Consent of Fay M. Matsukage (included in    N/A
                     Exhibit 5.1)
</TABLE>

          Item 9.     Undertakings.

          (a)    The undersigned registrant hereby undertakes:

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

                    (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;


                                          4
<PAGE> 5

          (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 paragraphs (a)(1)(i) and (a)(1)(ii)
          do not apply if the registration statement is on Form S-3, Form
          S-8 or Form F-3, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          registrant 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)    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 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to 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 registrant pursuant to
          the foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer 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.


                                          5

<PAGE> 6
                                     SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
          the registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this registration statement to be signed
          on its behalf by the undersigned, thereunto duly authorized, in
          the City of Denver, State of Colorado, on January 30, 1996.

                                             NORTH LILY MINING COMPANY



                                             By:/s/ Stephen E. Flechner     
                                
                                                  Stephen E. Flechner
                                                  President

               Pursuant to the requirements of the Securities Act of 1933,
          this registration statement has been signed by the following
          persons in the capacities and on the dates indicated.


                                President (Principal
          /s/    Stephen    E.  Executive   Officer)   January 26, 1996
          Flechner              and Director           Date
          Stephen E. Flechner



                                Executive       Vice
          /s/ W. Gene Webb      President          ,   January 26, 1996
          W. Gene Webb          Secretary,   and   -   Date
                                Director


                                Treasurer (Principal
          /s/ Nick DeMare       Financial        and   January 26, 1996
          Nick DeMare           Accounting Officer)    Date




                                Director
          William          C .                         Date
          Bleimeister 

          12:forms-8







                                          6
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{"company-data": {"conformed-name": "NORTH LILY MINING CO", "cik": "0000072655", "assigned-sic": "1040", "irs-number": "870159350", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00511", "film-number": "96508613"}, "business-address": {"street1": "1800 GLENARM PLACE", "street2": "STE 210", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032940427"}, "mail-address": {"street1": "1800 GLENARM PL", "street2": "STE 210", "city": "DENVER", "state": "CO", "zip": "80202"}}
1
          As filed with the Securities and Exchange Commission on January
          30, 1996
                                               Registration No. 33-________

                       U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington D.C. 20549
                                   _______________

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

                                   _______________

                              NORTH LILY MINING COMPANY
               (Exact name of registrant as specified in its charter)

          Utah                             87-0159350
          (State or other jurisdiction     (I.R.S. Employer
          of                               Identification No.)
          incorporation or organization)

                Suite 210, 1800 Glenarm Place, Denver, Colorado 80202
            (Address of Principal Executive Offices)           (Zip Code)

                     Consulting Agreement dated January 11, 1996
                     Consulting Agreement dated January 19, 1996
                              (Full title of the plan)

                                 Stephen E. Flechner
                              North Lily Mining Company
                            Suite 210, 1800 Glenarm Place
                               Denver, Colorado 80202
                       (Name and address of agent for service)

                                   (303) 294-0427
            (Telephone number, including area code, of agent for service)

                                     COPIES TO:
                           Law Offices of Fay M. Matsukage
                             Stanford Place 3, Suite 201
                          4582 South Ulster Street Parkway
                               Denver, Colorado  80237
                                   (303) 721-9495

          Exhibit index on consecutive page _____ Consecutive page 1 of
          _____

                                          1
2
                           CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                    maximum      maximum
          Title of     Amount to    offering     aggregate    Amount of 
          securities   be           price per    offering     registration
          to be        registered   unit         price (1)    fee
          registered                (1)

          ---------------------------------------------------------------
Common       450,000      $.109375     $49,218.75   $100.00 (2)
          Shares,
          $.10 par
          value,
          under
          Consulting
          Agreements
           ---------------------------------------------------------------
(1)    Calculated based on Rule 457(h).  Average of the closing
          bid and asked prices as of January 23, 1996.
(2)    Minimum fee being paid pursuant to Section 6(b) of the
          Securities Act of 1933.
2
3
                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.     Incorporation of Documents by Reference.

               The following documents are incorporated by reference in
          this registration statement:

               (a)    Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994, filed pursuant to Section
          13(a) of the Securities Exchange Act of 1934, as amended; and

               (b)    Registrant's quarterly reports on Form 10-Q for the
          fiscal quarters ended March 31, 1995, June 30, 1995, and
          September 30, 1995, and all other reports, if any, filed by the
          Registrant pursuant to Section 13(a) of the Securities Exchange
          Act of 1934 since the end of the fiscal year ended December 31,
          1994.

               (c)    The Registrant filed a registration statement on
          Form 8-B under the Securities Exchange Act of 1934.  However, the
          description of securities contained therein incorporated by
          reference to a registration statement on Form S-1.  Pursuant to
          Rule 12b-24 of the Commission's Rules of Practice, incorporation
          by reference of documents which incorporate by reference other
          information is restricted.  Accordingly, the Registrant does not
          incorporate by reference to the description contained in the
          registration statement on Form 8-B.

               All documents filed by the registrant pursuant to Sections
          13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
          after the date of this registration statement and prior to the
          filing of a post-effective amendment to this registration
          statement which indicates that all securities offered hereunder
          have been sold, or which deregisters all securities then
          remaining unsold under this registration statement, shall be
          deemed to be incorporated by reference in this registration
          statement and to be a part hereof from the date of filing of such
          documents.

          Item 4.     Description of Securities.

               While the class of securities to be offered is registered
          under Section 12 of the Securities Exchange Act of 1934, the
          Registrant did not incorporate by reference a description of
          securities contained in a registration statement filed under such
          Act.  Accordingly, the Registrant sets forth a description of the
          class of securities to be offered:

               The Registrant's authorized capital stock consists of
          30,000,000 shares of Common Stock, $.10 par value.  Holders of
          the Common Stock are entitled to receive such dividends as may be
          declared by the Board of Directors out of funds legally available
          therefor.  In the event of liquidation, holders of the Common
          Stock are entitled to a proportionate share in any distribution
          of company assets after payment of liabilities.  Holders of the
          Common Stock do not have preemptive rights.  Each share of Common
          Stock is entitled to one vote, and cumulative voting is not
          permitted in the election of directors.  All of the outstanding
          shares of Common Stock are, and the shares being offered hereby
          will be, upon issuance fully paid and nonassessable.

          Item 5.     Interests of Named Experts and Counsel.
               Not applicable.

                                          3
4

          Item 6.     Indemnification of Directors and Officers.

          Utah corporate law, Article IX of the Registrant's Articles of
          Incorporation, as amended, and Article XI of the Registrant's
          Bylaws permit the Registrant to indemnify any director, officer,
          former director or officer, and certain other persons against
          expenses in defense of a suit to which they are parties by reason
          of such office, unless they are adjudged in such suit negligent
          or guilty of misconduct in the performance of their duties.

          Item 7.     Exemption from Registration Claimed.

               Not applicable.

          Item 8.     Exhibits.
Exhibit                                                Consecu-
          Number                      Exhibit                    tive
                                                                 Page Num-
                                                                 ber
4.1        Articles of Incorporation, as amended       N/A
                     (filed as an exhibit to the Registrant's
                     Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1987, with an
                     amendment thereto filed as an exhibit to
                     the Registrant's Annual Report on Form 10-
                     K for the fiscal year ended December 31,
                     1988, and incorporated herein by refer-
                     ence)

             4.2     Bylaws (filed as an exhibit to the          N/A
                     Registrant's Annual Report on Form 10-K
                     for the fiscal year ended December 31,
                     1983, and incorporated herein by
                     reference)

             4.3     Consulting Agreement with A.R. Weber &      ___
                     Associates, Inc. dated January 11, 1996

             4.4     Consulting Agreement with Kelly Loder       ___
                     dated January 19, 1996

             5.1     Opinion Regarding Legality                  ___

             23.1    Consent of Coopers & Lybrand L.L.P.         ___

             23.2    Consent of Fay M. Matsukage (included in    N/A
                     Exhibit 5.1)
Item 9.     Undertakings.

          (a)    The undersigned registrant hereby undertakes:

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

                    (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;

                                          4
5

          (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 paragraphs (a)(1)(i) and (a)(1)(ii)
          do not apply if the registration statement is on Form S-3, Form
          S-8 or Form F-3, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          registrant 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)    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 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to 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 registrant pursuant to
          the foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer 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.

                                          5
6
                                     SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
          the registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this registration statement to be signed
          on its behalf by the undersigned, thereunto duly authorized, in
          the City of Denver, State of Colorado, on January 30, 1996.

                                             NORTH LILY MINING COMPANY

                                             By:/s/ Stephen E. Flechner     
                                
                                                  Stephen E. Flechner
                                                  President

               Pursuant to the requirements of the Securities Act of 1933,
          this registration statement has been signed by the following
          persons in the capacities and on the dates indicated.

                                President (Principal
          /s/    Stephen    E.  Executive   Officer)   January 26, 1996
          Flechner              and Director           Date
          Stephen E. Flechner

                                Executive       Vice
          /s/ W. Gene Webb      President          ,   January 26, 1996
          W. Gene Webb          Secretary,   and   -   Date
                                Director

                                Treasurer (Principal
          /s/ Nick DeMare       Financial        and   January 26, 1996
          Nick DeMare           Accounting Officer)    Date

                                Director
          William          C .                         Date
          Bleimeister 

          12:forms-8

                                          6