UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C., 20549

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933
                     __________________________________
                      Commission file number 000-30234

                       MILLENNIUM PLASTICS CORPORATION
             (Exact name of registrant as specified in charter)
                     __________________________________

          Nevada                                  88-0422242
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)

     6265 Stevenson Way
     Las Vegas, Nevada                            89120
     (Address of Principal Executive Office)      (Zip Code)

              Retainer Agreement of Donald J. Stoecklein, Esq.
                          (Full title of the plan)

                      Consulting Agreement of Al Greco
                          (Full title of the plan)

                               (702) 454-2121
            (Registrant's Telephone Number, Including Area Code)

                          Paul Branagan, President
                             6265 Stevenson Way
                           Las Vegas, Nevada 89120
                   (Name and Address of Agent for Service)

                                 Copies to:
                         Donald J. Stoecklein, Esq.
                         402 W. Broadway, Suite 400
                             San Diego, CA 92101
                               (619) 595-4882
<TABLE>
Title of Securities     Amount to    Proposed      Proposed      Amount of
to be registered           be        maximum       maximum     registration
                       registered    Offering     aggregate         fee
                                    price per      offering
                                     share(2)       price
<S>                    <C>        <C>           <C>           <C>
Common Stock (1)         148,598      $0.84      $124,822.32      $31.21
</TABLE>
1    Represents up to 148,598 shares of common stock to be offered for resale
by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.

2    Calculated in accordance with Rule 457(h)(1) using the 5-day average of
the bid and asked prices for the common stock on January 5, 2001.
<PAGE>

                                   SUMMARY

     This prospectus accompanies reoffers by employees and consultants of the
Company  of  shares  of  common  stock received  through  the  conversion  of
consultant  fees  and conversion of legal fees payable by  the  Company.  The
Company,  pursuant  to  the  S-8 Registration,  dated  this  same  date,  has
registered  148,598 of the Company's common stock, which  shares  are  to  be
issued pursuant to the conversion of consultant fees and conversion of  legal
fees  payable by the Company. The Company's principal offices are located  at
6265  Stevenson  Way, Las Vegas, Nevada, 89120, telephone number  (702)  454-
2121.

     This form S-8 contains forward-looking statements within the meaning  of
the federal securities laws. These forward-looking statements are necessarily
based  on  certain  assumptions  and are subject  to  significant  risks  and
uncertainties.  These  forward-looking statements are based  on  management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  S-8  (including those sections hereof incorporated  by  reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in "Business Risks" under Item 1 and set forth in the "Management's
Discussion and Analysis" under Item 6 in the Form 10KSB.

                                RISK FACTORS

The  purchase of the securities offered in the prospectus is subject to risk.
Investors should evaluate these risk factors carefully.

Need  for  Additional Financing.  The Company has been financed  through  the
sale  of  its  common  stock.  In order to succeed the  Company  may  require
additional  capital for working capital and for marketing. There  can  be  no
assurance that such financing will be available, when required, on acceptable
terms.

Markets   Uncertain.  Despite  the  business  experience  of  the   officers,
directors,  and  principal  shareholders of the Company,  and  the  Company's
products  there  can be no assurance that markets for the Company's  products
will  continue  to  be  sizable  enough to  permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management  of  the
Company will be made exclusively by its officers and directors.   To a  large
extent,  the  success  of the Company will depend upon  the  quality  of  the
management provided by its officers and directors.

Dependence  upon  Key Personnel. The success of the Company will  be  largely
dependent  on the personal efforts of key employees, officers, and directors,
who  are responsible for the development of the business of the Company.   If
any  of  the  key employees, officers or directors should, for  whatever  the
reason, cease to serve the Company, the Company may find it difficult to find
replacements  within a short time frame, and thus, the Company's  ability  to
meet its goals could be adversely affected.

Company Capitalization. To the extent that the funding may be insufficient to
meet  expenses,  the  Company may be required to  obtain  the  funds  through
additional  borrowings by raising funds through selling equity  interests  in
the  Company.   Management believes that operating profits can be  generated,
but  both  the  production  of  intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.
<PAGE>
                                   PART I

Item 2.

     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Note:   The document (s) containing the information specified  in  this
Part  I  will be sent to employees and consultants as specified by  Rule  428
(b)(1).  Such documents need not be filed with the Commission either as  part
of  this  registration statement or as prospectuses or prospectus supplements
pursuant  to  Rule  424.  These documents and the documents  incorporated  by
reference in the registration statement in Item 3 of Part II of this Form  S-
8,  taken  together, constitute a prospectus that meets the  requirements  of
Section 10 (a) of the Securities Act.

      This  Registration Statement of Form S-8 (the "Registration Statement")
of  Millennium Plastics Corporation, a Nevada Corporation, (the "Registrant")
cover  148,598 shares of the Registrant's common stock, par value $0.001  per
share ("Common Stock").

General

     Millennium  Plastics  Corporation ("Millennium" or  the  "Company")  was
incorporated  in  the State of Nevada. Millennium, through  its  merger  with
Graduated  Plastics Corporation, acquired the United States patent rights  to
new and innovative polymer and coating technology invented in 1995 by Solplax
Ltd.  of  Ireland. International patent attorneys in Europe  and  the  United
States  have  confirmed that the patent is comprehensive and durable,  having
been  written by the developers of the technology and a scientific team  with
specialization  in  PVA  polymers. Independent  evaluations  carried  out  in
London, and Trinity College of Dublin have also endorsed these conclusions.

     The  plastics  which  have  been developed have  the  unique  and  very
marketable characteristic of dissolving in water and leaving only  non-toxic
water  and  atmospheric gases. Public perception and governmental  pressures
for  plastics which are environmentally friendly are projected to propel the
commercial demand for this product.

      The Company's principal executive offices are located at 6265 Stevenson
Way, Las Vegas, Nevada, 89120, telephone number (702) 454-2121.

                            OFFERING SHAREHOLDERS

      The  following table lists the shares of Company common stock  held  by
Donald  J.  Stoecklein and Al Greco in proposing to sell  their  shares,  the
percentage held by each, and the shares currently proposed to be reoffered by
them pursuant to this Prospectus.
<TABLE>
      Shareholder          Number of      New      Percent     Percent of
                            Shares      Shares      Before     Total After
                                        Offered    Offering     Offering
<S>                       <C>         <C>         <C>         <C>
Donald J. Stoecklein           0        85,720        0           0.31%
Al Greco                       0        62,878        0           0.23%
         TOTAL                          148,598
</TABLE>
(1)   Includes  interest  held in other entities whereby  Shareholder  has  a
controlling interest.
<PAGE>
                                   PART II

Item 3. Information with Respect to the Company

      This  prospectus is accompanied by the Company's Form  10KSB,  and  its
latest  10QSB  Quarterly Reports filed subsequent thereto, for  the  quarters
ending  June  30, 2000 and September 30, 2000.  These Quarterly  and  Current
Reports,  as  well  as  all other reports filed by the  Company  pursuant  to
Sections  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act  of  1934,
are  hereby incorporated by reference in this prospectus and may be  obtained
upon  the  oral  or  written request of any person to  the  Company  at  6265
Stevenson, Las Vegas, Nevada telephone number (702) 454-2121

Incorporation of Documents by Reference.

     The registrant incorporates the following documents by reference in this
Registration Statement:

     (a) The registrants Form 10KSB for the period ending March 31, 2000
      (b)  The  registrants Quarterly Report on Form 10-QSB for  the  quarter
ending March 31, 2000
      (c)  The  registrants Quarterly Report on Form 10-QSB for  the  quarter
ending September 30, 2000

Item 4. Description of Securities

General

Common Stock

     The  Company's  Articles  of Incorporation authorizes  the  issuance  of
50,000,000  shares  of common stock, $0.001 par value  per  share,  of  which
28,020,000 shares were outstanding as of the date of this filing. Holders  of
shares of common stock are entitled to one vote for each share on all matters
to  be  voted  on  by the stockholders and have no cumulative voting  rights.
Holders of shares of common stock are entitled to share ratably in dividends,
if  any,  as may be declared, from time to time by the Board of Directors  in
its  discretion, from funds legally available therefore. In the  event  of  a
liquidation, dissolution or winding up of the Company, the holders of  shares
of  common  stock  are entitled to share pro rata all assets remaining  after
payment  in  full  of  all  liabilities. Holders  of  common  stock  have  no
preemptive  rights  to  purchase the Company's common  stock.  There  are  no
conversion  rights or redemption or sinking fund provisions with  respect  to
the  common stock. All of the outstanding shares of common stock are  validly
issued, fully paid and non-assessable.

Item 5.  Interests of Named Experts and Counsel

     The Company's legal counsel for securities matters, Donald J. Stoecklein
has received 85,720 shares of common stock for services rendered in lieu of a
cash payment which shares are being registered herein.


Item 6. Indemnification

     The  Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees  and  agents;
advance of expenses.

     1.    A corporation may indemnify 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, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation,
<PAGE>
or  is  or  was  serving  at the request of the corporation  as  a  director,
officer,  employee  or  agent  of  another  corporation,  partnership,  joint
venture,  trust  or other enterprise, against expenses, including  attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in  good faith and in a manner which he reasonably believed to be in  or  not
opposed  to the best interests of the corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction, or upon a plea of  nolo  contendere  or  its
equivalent, does not, of itself, create a presumption that the person did not
act  in good faith and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.

     2.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed  action
or  suit by or in the right of the corporation to procure a judgment  in  its
favor  by  reason of the fact that he is or was a director, officer, employee
or  agent  of  the corporation, or is or was serving at the  request  of  the
corporation as a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against  expenses,
including  amounts  paid  in  settlement and  attorneys'  fees  actually  and
reasonably  incurred by him in connection with the defense or  settlement  of
the  action  or  suit  if he acted in good faith and in  a  manner  which  he
reasonably  believed  to be in or not opposed to the best  interests  of  the
corporation.  Indemnification may not be made for any claim, issue or  matter
as  to  which  such  a  person has been adjudged  by  a  court  of  competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to  the
corporation or for amounts paid in settlement to the corporation, unless  and
only to the extent that the court in which the action or suit was brought  or
other  court  of competent jurisdiction determines upon application  that  in
view  of  all  the  circumstances  of the case,  the  person  is  fairly  and
reasonably entitled to indemnity for such expenses as the court deems proper.

     3.    To  the  extent that a director, officer, employee or agent  of  a
corporation has been successful on the merits or otherwise in defense of  any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense
of  any  claim,  issue  or  matter therein, he must  be  indemnified  by  the
corporation  against  expenses,  including  attorneys'  fees,  actually   and
reasonably incurred by him in connection with the defense.

     4.   Any indemnification under subsections 1 and 2, unless ordered by  a
court  or  advanced pursuant to subsection 5, must be made by the corporation
only   as  authorized  in  the  specific  case  upon  a  determination   that
indemnification of the director, officer, employee or agent is proper in  the
circumstances.  The determination must be made:
(a)  By the stockholders:
(b)   By  the  board of directors by majority vote of a quorum consisting  of
  directors who were not parties to act, suit or proceeding;
(c)   If  a  majority vote of a quorum consisting of directors who  were  not
  parties  to  the  act, suit or proceeding so orders, by  independent  legal
  counsel in a written opinion; or
(d)   If  a  quorum consisting of directors who were not parties to the  act,
  suit  or proceeding cannot to obtained, by independent legal counsel  in  a
  written opinion; or

     5.    The articles of incorporation, the bylaws or an agreement made  by
the  corporation  may  provide that the expenses of  officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the  corporation as they are incurred and in advance of the final disposition
of  the action, suit or proceeding, upon receipt of an undertaking by  or  on
behalf  of  the  director or officer to repay the amount if it is  ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation.  The provisions of this subsection do not  affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise  by
law.

     6.    The indemnification and advancement of expenses authorized  in  or
ordered by a court pursuant to this section:
(a)  Does   not   exclude  any  other  rights  to  which  a  person   seeking
    ndemnification or advancement of expenses may be entitled under the articles
    if  incorporation  or  any  bylaw, agreement, vote  of  stockholders  or
    disinterested directors or otherwise, for either an action in his official
    capacity or an action in another capacity while holding his office, except
    that indemnification, unless ordered by a court pursuant to subsection 2 or
    for the advancement of expenses made pursuant to subsection 5, may not be
<PAGE>
    made  to or on behalf of any director or officer if a final adjudication
    establishes that his act or omissions involved intentional misconduct, fraud
    or a knowing violation of the law and was material to the cause of action.
(b)  Continues  for  a  person  who has ceased to  be  a  director,  officer,
     employee or agent and inures to the benefit of the heirs, executors  and
     administrators of such a person.

Item 7. Exemption From Registration Claimed.

      All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof  covering
transactions not involving any public offering or not involving any   "offer"
or "sale".

Item 8. Exhibits.

5     Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (1)
23   Consent of Weaver & Martin (1)
__________________________________________
(1) Filed herewith.

Item 9. Undertakings.

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;
     (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, including (but not limited to) any addition or election of  a
     managing underwriter.

(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 offered 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.

      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  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
referring  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.

      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  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 that 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 City of Las Vegas, State of Nevada, on this
10th day of January, 2001.

MILLENNIUM PLASTIC CORPORATION

By :/s/ Paul Branagan
       Paul T. Branagan, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following person in the capacities indicated
on January 10, 2001.

Signature                Title                         Date

/s/ Paul Branagan        President,                    January 10, 2001
Paul T. Branagan

/s/ Jocelyn Carnegie     Director                      January 10, 2001
Jocelyn Carnegie

/s/ James Arnold         Director                      January 10, 2001
James Arnold

/s/ Donato Grieco        Director                      January 10, 2001
Donato Grieco


<PAGE>

                                  EXHIBIT 5
                           Opinion and Consent of
                            Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW
                                         Telephone (619) 595-4882
                                         Facsimile (619) 595-4883
DONALD J. STOECKLEIN
Practice Limited to Federal Securities

402 West Broadway, Suite 400, San Diego, California 92101


                                        January 8, 2001

Mr. Paul Branagan
President
Millennium Plastics Corporation
6265 Stevenson Way
Las Vegas, NV 89120

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Branagan:

You have requested our opinion as to the legality of the registration by you,
Millennium  Plastics Corporation (the "Corporation") of up to 148,598  shares
of  Common  Stock (the "shares") pursuant to a Registration Statement,  dated
January  8, 2001, on Form S-8 (the "Registration Statement") to be  filed  on
January 12, 2001:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the  Corporation,  as  amended  (the
     "Articles");

2.   The  Bylaws  of  the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The registrants Form 10SB filed August 30, 1999

6.   The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
     September 30, 1999

7.   The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
     December 31, 1999

8.   The  registrants  Quarterly Report on Form 10-KSB for  the  Year  ending
     March 31, 2000

9.   The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
     June 30, 2000

10.  The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
     September 30, 2000

11.  Such  other  matters as we have deemed relevant in  order  to  form  our
     opinion.

In giving our opinion, we have assumed without investigation the authenticity
of  any document or instrument submitted to us as an original, the conformity
to  the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.

Based  upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration  Statement (provided that at least par value  is  paid  for  the
shares):  (i) will have been duly authorized, legally issued, fully paid  and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and  (iii) do not require a permit from any governmental agency.
<PAGE>

Our  opinion  is  subject to the qualification that no opinion  is  expressed
herein as to the application of the state securities or Blue-Sky laws.

This  Opinion  is  furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this  opinion nor copies hereof may  be  relied  upon  by,
delivered  to,  or quoted in whole or in part to any governmental  agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.




                                        Yours Very Truly,


                                        /s/ Donald Stoecklein

                                        Donald J. Stoecklein
<PAGE>

                                 EXHIBIT 23
                                 Consent of
                               Weaver & Martin
<PAGE>

                        INDEPENDENT AUDITORS' REPORT



     We  consent to the use of our reports incorporated by reference in  this
Form S-8.

                                        /s/Weaver & Martin
                                        _______________________________
                                        Weaver & Martin
[{"type": "S-8", "sequence": "1", "filename": "mpcos81801.txt", "secsgml_size_bytes": 27475}]
{"company-data": {"conformed-name": "MILLENNIUM PLASTICS CORP", "cik": "0000008504", "assigned-sic": "9995", "irs-number": "880422242", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53794", "film-number": "1509765"}, "business-address": {"street1": "5631 S PECOS RD", "city": "LAS VEGAS", "state": "NV", "zip": "89120", "phone": "7024542121"}, "mail-address": {"street1": "5631 S. PECOS RD", "city": "LAS VEGAS", "state": "NV", "zip": "89120"}, "former-company": {"former-conformed-name": "AURORA CORP", "date-changed": "19990825"}}
UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C., 20549

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933
                     __________________________________
                      Commission file number 000-30234

                       MILLENNIUM PLASTICS CORPORATION
             (Exact name of registrant as specified in charter)
                     __________________________________

          Nevada                                  88-0422242
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)

     6265 Stevenson Way
     Las Vegas, Nevada                            89120
     (Address of Principal Executive Office)      (Zip Code)

              Retainer Agreement of Donald J. Stoecklein, Esq.
                          (Full title of the plan)

                      Consulting Agreement of Al Greco
                          (Full title of the plan)

                               (702) 454-2121
            (Registrant's Telephone Number, Including Area Code)

                          Paul Branagan, President
                             6265 Stevenson Way
                           Las Vegas, Nevada 89120
                   (Name and Address of Agent for Service)

                                 Copies to:
                         Donald J. Stoecklein, Esq.
                         402 W. Broadway, Suite 400
                             San Diego, CA 92101
                               (619) 595-4882

Title of Securities     Amount to    Proposed      Proposed      Amount of
to be registered           be        maximum       maximum     registration
                       registered    Offering     aggregate         fee
                                    price per      offering
                                     share(2)       price
Common Stock (1)         148,598      $0.84      $124,822.32      $31.21
1    Represents up to 148,598 shares of common stock to be offered for resale
by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.

2    Calculated in accordance with Rule 457(h)(1) using the 5-day average of
the bid and asked prices for the common stock on January 5, 2001.
SUMMARY

     This prospectus accompanies reoffers by employees and consultants of the
Company  of  shares  of  common  stock received  through  the  conversion  of
consultant  fees  and conversion of legal fees payable by  the  Company.  The
Company,  pursuant  to  the  S-8 Registration,  dated  this  same  date,  has
registered  148,598 of the Company's common stock, which  shares  are  to  be
issued pursuant to the conversion of consultant fees and conversion of  legal
fees  payable by the Company. The Company's principal offices are located  at
6265  Stevenson  Way, Las Vegas, Nevada, 89120, telephone number  (702)  454-
2121.

     This form S-8 contains forward-looking statements within the meaning  of
the federal securities laws. These forward-looking statements are necessarily
based  on  certain  assumptions  and are subject  to  significant  risks  and
uncertainties.  These  forward-looking statements are based  on  management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  S-8  (including those sections hereof incorporated  by  reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in "Business Risks" under Item 1 and set forth in the "Management's
Discussion and Analysis" under Item 6 in the Form 10KSB.

                                RISK FACTORS

The  purchase of the securities offered in the prospectus is subject to risk.
Investors should evaluate these risk factors carefully.

Need  for  Additional Financing.  The Company has been financed  through  the
sale  of  its  common  stock.  In order to succeed the  Company  may  require
additional  capital for working capital and for marketing. There  can  be  no
assurance that such financing will be available, when required, on acceptable
terms.

Markets   Uncertain.  Despite  the  business  experience  of  the   officers,
directors,  and  principal  shareholders of the Company,  and  the  Company's
products  there  can be no assurance that markets for the Company's  products
will  continue  to  be  sizable  enough to  permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management  of  the
Company will be made exclusively by its officers and directors.   To a  large
extent,  the  success  of the Company will depend upon  the  quality  of  the
management provided by its officers and directors.

Dependence  upon  Key Personnel. The success of the Company will  be  largely
dependent  on the personal efforts of key employees, officers, and directors,
who  are responsible for the development of the business of the Company.   If
any  of  the  key employees, officers or directors should, for  whatever  the
reason, cease to serve the Company, the Company may find it difficult to find
replacements  within a short time frame, and thus, the Company's  ability  to
meet its goals could be adversely affected.

Company Capitalization. To the extent that the funding may be insufficient to
meet  expenses,  the  Company may be required to  obtain  the  funds  through
additional  borrowings by raising funds through selling equity  interests  in
the  Company.   Management believes that operating profits can be  generated,
but  both  the  production  of  intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.
PART I

Item 2.

     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Note:   The document (s) containing the information specified  in  this
Part  I  will be sent to employees and consultants as specified by  Rule  428
(b)(1).  Such documents need not be filed with the Commission either as  part
of  this  registration statement or as prospectuses or prospectus supplements
pursuant  to  Rule  424.  These documents and the documents  incorporated  by
reference in the registration statement in Item 3 of Part II of this Form  S-
8,  taken  together, constitute a prospectus that meets the  requirements  of
Section 10 (a) of the Securities Act.

      This  Registration Statement of Form S-8 (the "Registration Statement")
of  Millennium Plastics Corporation, a Nevada Corporation, (the "Registrant")
cover  148,598 shares of the Registrant's common stock, par value $0.001  per
share ("Common Stock").

General

     Millennium  Plastics  Corporation ("Millennium" or  the  "Company")  was
incorporated  in  the State of Nevada. Millennium, through  its  merger  with
Graduated  Plastics Corporation, acquired the United States patent rights  to
new and innovative polymer and coating technology invented in 1995 by Solplax
Ltd.  of  Ireland. International patent attorneys in Europe  and  the  United
States  have  confirmed that the patent is comprehensive and durable,  having
been  written by the developers of the technology and a scientific team  with
specialization  in  PVA  polymers. Independent  evaluations  carried  out  in
London, and Trinity College of Dublin have also endorsed these conclusions.

     The  plastics  which  have  been developed have  the  unique  and  very
marketable characteristic of dissolving in water and leaving only  non-toxic
water  and  atmospheric gases. Public perception and governmental  pressures
for  plastics which are environmentally friendly are projected to propel the
commercial demand for this product.

      The Company's principal executive offices are located at 6265 Stevenson
Way, Las Vegas, Nevada, 89120, telephone number (702) 454-2121.

                            OFFERING SHAREHOLDERS

      The  following table lists the shares of Company common stock  held  by
Donald  J.  Stoecklein and Al Greco in proposing to sell  their  shares,  the
percentage held by each, and the shares currently proposed to be reoffered by
them pursuant to this Prospectus.

      Shareholder          Number of      New      Percent     Percent of
                            Shares      Shares      Before     Total After
                                        Offered    Offering     Offering
Donald J. Stoecklein           0        85,720        0           0.31%
Al Greco                       0        62,878        0           0.23%
         TOTAL                          148,598
(1)   Includes  interest  held in other entities whereby  Shareholder  has  a
controlling interest.
PART II

Item 3. Information with Respect to the Company

      This  prospectus is accompanied by the Company's Form  10KSB,  and  its
latest  10QSB  Quarterly Reports filed subsequent thereto, for  the  quarters
ending  June  30, 2000 and September 30, 2000.  These Quarterly  and  Current
Reports,  as  well  as  all other reports filed by the  Company  pursuant  to
Sections  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act  of  1934,
are  hereby incorporated by reference in this prospectus and may be  obtained
upon  the  oral  or  written request of any person to  the  Company  at  6265
Stevenson, Las Vegas, Nevada telephone number (702) 454-2121

Incorporation of Documents by Reference.

     The registrant incorporates the following documents by reference in this
Registration Statement:

     (a) The registrants Form 10KSB for the period ending March 31, 2000
      (b)  The  registrants Quarterly Report on Form 10-QSB for  the  quarter
ending March 31, 2000
      (c)  The  registrants Quarterly Report on Form 10-QSB for  the  quarter
ending September 30, 2000

Item 4. Description of Securities

General

Common Stock

     The  Company's  Articles  of Incorporation authorizes  the  issuance  of
50,000,000  shares  of common stock, $0.001 par value  per  share,  of  which
28,020,000 shares were outstanding as of the date of this filing. Holders  of
shares of common stock are entitled to one vote for each share on all matters
to  be  voted  on  by the stockholders and have no cumulative voting  rights.
Holders of shares of common stock are entitled to share ratably in dividends,
if  any,  as may be declared, from time to time by the Board of Directors  in
its  discretion, from funds legally available therefore. In the  event  of  a
liquidation, dissolution or winding up of the Company, the holders of  shares
of  common  stock  are entitled to share pro rata all assets remaining  after
payment  in  full  of  all  liabilities. Holders  of  common  stock  have  no
preemptive  rights  to  purchase the Company's common  stock.  There  are  no
conversion  rights or redemption or sinking fund provisions with  respect  to
the  common stock. All of the outstanding shares of common stock are  validly
issued, fully paid and non-assessable.

Item 5.  Interests of Named Experts and Counsel

     The Company's legal counsel for securities matters, Donald J. Stoecklein
has received 85,720 shares of common stock for services rendered in lieu of a
cash payment which shares are being registered herein.

Item 6. Indemnification

     The  Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees  and  agents;
advance of expenses.

     1.    A corporation may indemnify 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, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving  at the request of the corporation  as  a  director,
officer,  employee  or  agent  of  another  corporation,  partnership,  joint
venture,  trust  or other enterprise, against expenses, including  attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in  good faith and in a manner which he reasonably believed to be in  or  not
opposed  to the best interests of the corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction, or upon a plea of  nolo  contendere  or  its
equivalent, does not, of itself, create a presumption that the person did not
act  in good faith and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.

     2.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed  action
or  suit by or in the right of the corporation to procure a judgment  in  its
favor  by  reason of the fact that he is or was a director, officer, employee
or  agent  of  the corporation, or is or was serving at the  request  of  the
corporation as a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against  expenses,
including  amounts  paid  in  settlement and  attorneys'  fees  actually  and
reasonably  incurred by him in connection with the defense or  settlement  of
the  action  or  suit  if he acted in good faith and in  a  manner  which  he
reasonably  believed  to be in or not opposed to the best  interests  of  the
corporation.  Indemnification may not be made for any claim, issue or  matter
as  to  which  such  a  person has been adjudged  by  a  court  of  competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to  the
corporation or for amounts paid in settlement to the corporation, unless  and
only to the extent that the court in which the action or suit was brought  or
other  court  of competent jurisdiction determines upon application  that  in
view  of  all  the  circumstances  of the case,  the  person  is  fairly  and
reasonably entitled to indemnity for such expenses as the court deems proper.

     3.    To  the  extent that a director, officer, employee or agent  of  a
corporation has been successful on the merits or otherwise in defense of  any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense
of  any  claim,  issue  or  matter therein, he must  be  indemnified  by  the
corporation  against  expenses,  including  attorneys'  fees,  actually   and
reasonably incurred by him in connection with the defense.

     4.   Any indemnification under subsections 1 and 2, unless ordered by  a
court  or  advanced pursuant to subsection 5, must be made by the corporation
only   as  authorized  in  the  specific  case  upon  a  determination   that
indemnification of the director, officer, employee or agent is proper in  the
circumstances.  The determination must be made:
(a)  By the stockholders:
(b)   By  the  board of directors by majority vote of a quorum consisting  of
  directors who were not parties to act, suit or proceeding;
(c)   If  a  majority vote of a quorum consisting of directors who  were  not
  parties  to  the  act, suit or proceeding so orders, by  independent  legal
  counsel in a written opinion; or
(d)   If  a  quorum consisting of directors who were not parties to the  act,
  suit  or proceeding cannot to obtained, by independent legal counsel  in  a
  written opinion; or

     5.    The articles of incorporation, the bylaws or an agreement made  by
the  corporation  may  provide that the expenses of  officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the  corporation as they are incurred and in advance of the final disposition
of  the action, suit or proceeding, upon receipt of an undertaking by  or  on
behalf  of  the  director or officer to repay the amount if it is  ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation.  The provisions of this subsection do not  affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise  by
law.

     6.    The indemnification and advancement of expenses authorized  in  or
ordered by a court pursuant to this section:
(a)  Does   not   exclude  any  other  rights  to  which  a  person   seeking
    ndemnification or advancement of expenses may be entitled under the articles
    if  incorporation  or  any  bylaw, agreement, vote  of  stockholders  or
    disinterested directors or otherwise, for either an action in his official
    capacity or an action in another capacity while holding his office, except
    that indemnification, unless ordered by a court pursuant to subsection 2 or
    for the advancement of expenses made pursuant to subsection 5, may not be
made  to or on behalf of any director or officer if a final adjudication
    establishes that his act or omissions involved intentional misconduct, fraud
    or a knowing violation of the law and was material to the cause of action.
(b)  Continues  for  a  person  who has ceased to  be  a  director,  officer,
     employee or agent and inures to the benefit of the heirs, executors  and
     administrators of such a person.

Item 7. Exemption From Registration Claimed.

      All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof  covering
transactions not involving any public offering or not involving any   "offer"
or "sale".

Item 8. Exhibits.

5     Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (1)
23   Consent of Weaver & Martin (1)
__________________________________________
(1) Filed herewith.

Item 9. Undertakings.

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;
     (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, including (but not limited to) any addition or election of  a
     managing underwriter.

(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 offered 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.

      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  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
referring  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.

      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  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 that 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 City of Las Vegas, State of Nevada, on this
10th day of January, 2001.

MILLENNIUM PLASTIC CORPORATION

By :/s/ Paul Branagan
       Paul T. Branagan, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following person in the capacities indicated
on January 10, 2001.

Signature                Title                         Date

/s/ Paul Branagan        President,                    January 10, 2001
Paul T. Branagan

/s/ Jocelyn Carnegie     Director                      January 10, 2001
Jocelyn Carnegie

/s/ James Arnold         Director                      January 10, 2001
James Arnold

/s/ Donato Grieco        Director                      January 10, 2001
Donato Grieco
EXHIBIT 5
                           Opinion and Consent of
                            Donald J. Stoecklein
ATTORNEY AT LAW
                                         Telephone (619) 595-4882
                                         Facsimile (619) 595-4883
DONALD J. STOECKLEIN
Practice Limited to Federal Securities

402 West Broadway, Suite 400, San Diego, California 92101

                                        January 8, 2001

Mr. Paul Branagan
President
Millennium Plastics Corporation
6265 Stevenson Way
Las Vegas, NV 89120

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Branagan:

You have requested our opinion as to the legality of the registration by you,
Millennium  Plastics Corporation (the "Corporation") of up to 148,598  shares
of  Common  Stock (the "shares") pursuant to a Registration Statement,  dated
January  8, 2001, on Form S-8 (the "Registration Statement") to be  filed  on
January 12, 2001:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the  Corporation,  as  amended  (the
     "Articles");

2.   The  Bylaws  of  the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The registrants Form 10SB filed August 30, 1999

6.   The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
     September 30, 1999

7.   The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
     December 31, 1999

8.   The  registrants  Quarterly Report on Form 10-KSB for  the  Year  ending
     March 31, 2000

9.   The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
     June 30, 2000

10.  The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
     September 30, 2000

11.  Such  other  matters as we have deemed relevant in  order  to  form  our
     opinion.

In giving our opinion, we have assumed without investigation the authenticity
of  any document or instrument submitted to us as an original, the conformity
to  the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.

Based  upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration  Statement (provided that at least par value  is  paid  for  the
shares):  (i) will have been duly authorized, legally issued, fully paid  and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and  (iii) do not require a permit from any governmental agency.
Our  opinion  is  subject to the qualification that no opinion  is  expressed
herein as to the application of the state securities or Blue-Sky laws.

This  Opinion  is  furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this  opinion nor copies hereof may  be  relied  upon  by,
delivered  to,  or quoted in whole or in part to any governmental  agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.

                                        Yours Very Truly,

                                        /s/ Donald Stoecklein

                                        Donald J. Stoecklein
EXHIBIT 23
                                 Consent of
                               Weaver & Martin
INDEPENDENT AUDITORS' REPORT

     We  consent to the use of our reports incorporated by reference in  this
Form S-8.

                                        /s/Weaver & Martin
                                        _______________________________
                                        Weaver & Martin