As Filed with the Securities and Exchange Commission on February 21, 1996.

                                          Registration No.___________
 
                        UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                Washington D.C., 20549 Form S-8
                     REGISTRATION STATEMENT 
                             Under
                  The Securities  Act of 1933
 
                 Commission file number 0-16734

                    C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in charter)

Nevada                                              87-0217252
(State of other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                 Identification Number)

23 Cactus Garden Drive #F-60
Henderson, Nevada                                     89014
(Address of Principal Executive Office)             (Zip Code)

          C.E.C. INDUSTRIES CORP. 1995 STOCK AWARD
                    PLAN (Full Title of the Plan)
                         (702) 436-2500
      (Registrant's Telephone Number, Including Area Code)

                   Donald J. Stoecklein, Esq.
                        Attorney at Law
               23 Cactus Garden Drive, Suite F-60 
            Henderson, Nevada, 89014  (702) 436-2530
            
            
                 CALCULATION OF REGISTRATION FEE
Title of     Amount to   Proposed   Proposed      Amount of
Securities   be          maximum    maximum       registrati
to be        Registered  offering   aggregate     on Fee
Registered               price Per  offering
                         Share*1     Price*1
Common         
Stock $.05     900,000      $0.34     $306,000    $105.52

*1  Estimated solely for the purpose of calculating the registration fee on the
    basis of the average bid and ask price of the Common Stock as reflected on
    the National Association of Securities Dealers Automated Quotation System on
    February 21,1996.

<PAGE>

PROSPECTUS                    The date of this Prospectus is February 21, 1996


                  C.E.C. INDUSTRIES, CORP.
                              
                              
              Up to 900,000 Shares of Common Stock
        Received by Directors, Officers, Consultants and
     Employees Under the Company's Consultant and Employee Stock
 Compensation Plan and Reoffered by Means of this Prospectus
                              
                              
                              
Selling       shareholders      of     C.E.C.     Industries,
Corp.,  ("Company")   will offer their shares   through   the
over-the-counter market or through  NASDAQ, if the  Company's
common  stock  is   then  included for quotation  on  NASDAQ.
Selling  shareholders,  if control persons, are  required  to
sell  their shares  in accordance with the volume limitations
of   Rule   144  under  the Securities Act  of   1933,  which
limits  sales by  each selling shareholder in any one   month
period  to  the  greater  of 1%  of  the   total  outstanding
common stock (or approximately 50,000 shares) or  the average
weekly   trading volume  of   the Company's    common   stock
during   the  four   calendar   weeks immediately   preceding
such   sale.   It   is expected   that brokers   and  dealers
effecting  transactions   will   be    paid  the  normal  and
customary commissions for market transactions.



THESE    SECURITIES  HAVE NOT BEEN APPROVED  OR   DISAPPROVED
BY  THE   SECURITIES  AND EXCHANGE COMMISSION,  NOR  HAS  THE
COMMISSION   PASSED  ON  THE ACCURACY OR  THE   ADEQUACY   OF
THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY  IS   A
CRIMINAL OFFENSE.




No    person   has   been  authorized by  the   Company    to
give  any   information or to make any representation   other
than   as contained  in   this  Prospectus and, if given   or
made,   such  information  or  representation  must  not   be
relied   upon   as having  been  authorized by  the  Company.
Neither   the    delivery  of   this  Prospectus   nor    any
distribution  of the shares of  the Common   Stock   issuable
under   the   terms   of   the    Plan   shall,  under    any
circumstances,  create  any implication that  there has  been
no  change  in the affairs  of  the Company since   the  date
hereof.

This   Prospectus  does  not  constitute  an  offer  to  sell
securities in any state to any person to whom it is  unlawful
to make such offer in such state.

The securities offered hereby involve a high degree of risk.
See "Risk Factors."

<PAGE>


                    SUMMARY OF PROSPECTUS
                              
This     prospectus   accompanies  reoffers  by   consultants
and  employees  of  the  Company of shares of  common   stock
received   through  the  Company's  Consultant  and  Employee
Compensation   Plan.  The  Company's  principal  offices  are
located  at  23 Cactus Garden Drive, F-60, Henderson,  Nevada
89014 telephone number (702)  436-2500.


ITEM 1. BUSINESS

(a) General

       C.E.C.   Industries  Corp.  is  a  Nevada  corporation
with  principal   and   executive  offices  located   at   23
Cactus   Garden   Drive,   F-60,  Henderson,  Nevada   89014,
telephone (702) 436-2500. C.E.C.  Industries Corp.  and  it's
consolidated subsidiaries  are referred  to as either  C.E.C.
or  the  "Company."  C.E.C.  has  been engaged   in   several
unrelated  businesses   through  its   primary  subsidiaries,
Moonridge Development Corp.,   (real   estate development and
construction), Custom  Environmental
International,    (carbon   reactivation  technology),    and
Sterling  Travel,  (travel businesses). Custom  Environmental
International was spun off from the Company during 1995.

      C.E.C.  was incorporated as Justheim Petroleum  Company
in  Nevada in 1952.  C.E.C. Management Corp. was merged  into
Justheim Petroleum  Company effective December 31, 1986,  and
was   renamed  C.E.C.   Industries   Corp.    Prior  to   the
merger,   Justheim had historically  engaged in the  business
of  acquiring,  holding  and selling  oil and gas  leaseholds
and  retaining overriding  royalty rights.  C.E.C. Management
Corp.   primarily   was  in  the  business   of   engineering
consulting  and designing and  marketing  customized minerals
processing  systems  and  equipment.    While   the   Company
continues   to   receive  oil and gas  production  overriding
royalty income,  it  is  no longer actively engaged  in   the
business   of  buying   and selling  oil  and  gas  leasehold
interests.   A   majority of  these  royalty  interests  were
sold near the end of  the  1994 fiscal year.

       C.E.C.'s primary business had been the manufacture and
sale  of    minerals    processing  equipment   through   its
wholly-owned   subsidiary,  Custom   Equipment   Corporation.
Custom  was   a  pioneer in  the  development of custom  gold
processing  equipment  in  the early   to mid-1980's,   thus,
business   was  very  profitable.  However,  as  gold  prices
declined  after  the  early 1980's, fewer  gold  plants  were
built,  more  competitors entered the market,   and  Custom's
business  was negatively impacted.  The Company attempted  to
use   its  expertise  and  know-how  to develop  the   carbon
reactivation  furnace  technology  in  the  water   treatment
industry,  but   the  continued losses in  the  metallurgical
business   caused    a  capital  drain  necessitating   other
measures.   Custom  Environmental International   became  the
renamed  subsidiary  to  carry  on  the efforts,  building  a
new  prototype carbon  furnace  now  being developed.
The  metallurgical equipment business  was  sold  in
fiscal year 1991.

     In  September  1993,  the  Board  of  Directors  ofC.E.C
considered expanding the  Company's business  into   business
opportunities outside of  the  carbon   reactivation  furnace
technology   business, and thus caused several new  directors
with  real  estate expertise to join the C.E.C.  board.   The
intent  being  to  develop land owned by the Company  in  St.
George, Utah as well as  other properties to be acquired.   A
property in Las Vegas was immediately  acquired for cash  and
convertible  preferred  stock. Private financing was arranged
to  provide  the  cash  necessary  for  the   purchase.   The
transaction also provided working capital for development  of
the   property  as  well  as  for  further   development  and
marketing of the carbon technology.  The Las Vegas   property
is partially being developed for a mini-storage facility with
a three million dollar loan from the Bank of America.

       On   November   2,  1995,  the  Company  completed   a
ransaction  pertaining   to  the   elimination   of   certain
conversion   rights relating  to  the  Company's  acquisition
of  approximately  23.91 cres  of  undeveloped  land  in  Las
Vegas,  Nevada,  for $3,327,158. Part  of  the  consideration
was  approximately 600,000  shares  of preferred  stock  (the
"Preferred Stock") at  $4.00  per  share convertible,   after
two years to common stock  at  a  guaranteed "bid"  price  of
not  less  than $4.00 per share. Pursuant  to  the terms   of
the  agreement, in the event the "bid" price  was  less  than
the  stated $4.00 per share at the time in which the   shares
are   offered  for conversion, the Company was obligated   to
issue additional common  stock to satisfy any shortfall.  Due
to   the substantial  dilution which was anticipated to  have
occurred  in  February   of   1996  as  the  result  of   the
conversion,   the ompany negotiated  for  a  modification  of
the      greement     wherein     the     Preferred     Stock
was   exchanged   for   non-convertible    voting   preferred
stock,  in  addition to certain real property assets  of  the
Company.

<PAGE>

(b) Financial Information About Industry Segments

The   Company   is currently engaged in one main  businesses;
real   estate development   and   construction("Moonridge").
Information  regarding  the  Company's  reportable   business
segments is  set  forth  in  Item  1(c) and Note  9  to   the
Consolidated Financial Statements.

(c) Narrative Description of Business

Moonridge Development Corp.

        Operations.  The  Company's  real  estate  operations
are   conducted  through    the   Company's   wholly    owned
subsidiary,  Moonridge  Development Corp.  ("Moonridge"),   a
licensed   General  Contractor   in  the  State  of   Nevada.
Moonridge   is   responsible   for  the  development   and/or
construction of the following projects:

       Mini-Storage Facility - Las Vegas, Nevada. The Company
owns   approximately    7.28  acres  of  property   generally
described  as   the Mission  Valley Mini Storage  located  on
Russell Road, contiguous with  U.S.  Highway 95,  outside the
city  limits   of  Las  Vegas, Nevada.   The   project   will
consist of 1123  mini storage  units totaling 103,564  square
feet  of  space,  in  addition to 67  covered  RV   and  boat
storage  spaces, and 74 uncovered RV and boat storage spaces,
with    projected   annual  net   operating    income    upon
completion  of  $682,882, (which  includes  signage  income
of  $90,000).  On  March 31, 1995, the Company entered   into
a  loan agreement  with  Bank  of  America for $3,000,000  to
build  the project.  Permits were subsequently obtained from
the   County   of Clark,  Nevada,  to commence  clearing  the
project  in   preparation for construction.  The  project  is
anticipated to be completed  in 1995.

      17  Acre  Planned Development - Las Vegas, Nevada.  The
Company  owns  approximately 17 acres of property  contiguous
with  its  7.28  acre   mini  storage  facility,  located  on
Russell Road, contiguous with  U.S.Highway  95,  outside  the
city   limits  of Las  Vegas, Nevada. The project  was  being
master planned for a combination of commercial  office  space
and   multi-family units;  however  on November  30th,  1995,
the  Company  entered into an  agreement  for the   sale   of
approximately 17 acres of  the  property.  It  is anticipated
that  the  Company  would complete the  transaction   in  the
spring of 1996.

        320    Unit    Multi-Family  Project  to   be   built
Henderson,  Nevada.  In June, 1995, the  Company  acquired  a
24.5%  interest  in  a 320 unit apartment  project  generally
known  as Victory Village, in exchange  for 1,200,000  shares
of  Rule  144  stock. The project  is located  in  Henderson,
Nevada  near the intersection of Lake  Mead Blvd. and Boulder
Highway.  The  City of Henderson issued bonds  to  facilitate
the  financing  on  the  project, with  HUD,  (Department  of
Housing   and  Urban  Development) insuring the  construction
and  permanent  loan  in  the sum of $16,442,400,  at   6.38%
interest,  amortized over 40 years, paid monthly, which  loan
was  recorded  in June of 1995 against the approximate  17.72
acres. Permits for the project  have  been obtained from  the
City   of   Henderson,  and grading  for   the  project   has
commenced.  In  addition  to  the Company's interest  in  the
project, Moonridge  will  act  as  the General Contractor  on
the  project.  It is anticipated  that  the project  will  be
completed in August of 1996.


<PAGE>

        Strategy.   The  Company's  near  term  strategy  for
Moonridge  Development    Corp.   is   to   concentrate   its
efforts  on  the construction  of  its Mission  Valley  Mini-
Storage  facility, and complete  construction of the 320 unit
Victory   Village project. Concurrent  with  the  above,  the
Company  intends  to  complete  its development   of  the  20
additional   acres.  In  the  event   additional  development
opportunities  present  themselves, the  Company  intends  to
take  advantage of the current economic climate  in  the  Las
Vegas area.

Other Investments

      The  Company has written down the value of its  430,320
shares  of Logos International, Inc. which had been  acquired
in  1991  when the  office building and the majority interest
in  GLI Industries, Inc.  were sold.  Because the quoted  per
share price of the stock decreased from over $5.00 bid at the
end  of  the  1993 fiscal  year to  $.125  bid at  March  31,
1994, the value was written  down  to $53,790,   realizing  a
loss  of  $625,960 in fiscal 1994.  Approximately   half   of
the  Logos  stock  was  sold  during 1995  resulting   in   a
further loss and write-down of $46,395.  The remaining  value
on the books is $2,605.

Executive Offices

      C.E.C.'s  executive offices are located  at  23  Cactus
Garden Drive, F-60, Green Valley, Nevada 89014


EMPLOYEES

The   Company and its subsidiaries currently employ  16  full
time employees and 6 part time employees.

PROPERTIES

       Principal  and Executive Offices. C.E.C.  rents  1,869
square  feet  of  office  space  and  1,310  square  feet  of
warehouse  space  for CEI  at 350 West 300 South,  Salt  Lake
City,  Utah  84101; and 2,622 square  feet  of  office  space
for its executive  offices  at  23 Cactus  Garden  Drive,  F-
60,  Green Valley,  Nevada  89014.  Lease expenses   for  the
years  ended  March 31, 1995, March 31, 1994  and  March  31,
1993 were $42,030, and $8,615, respectively.

        Mission   Valley  Mini-Storage  Facility.  A  general
discussion of the  ministorage  project  is  included   under
Item 1(c),"Narrative  Description of Business", "Operations".
The  Company acquired  7.28 acres of property located in  Las
Vegas,  Nevada  as part  of  a  larger  parcel  of  property,
on  February   9,  1994, utilizing  preferred  stock  of  the
Company. A  market  feasibility study  was  developed  by  an
outside source  to  determine  the effective   use   of   the
acreage.   Management  followed they  recommendation  of  the
market feasibility study and  is currently under construction
on  1123  storage  units, 67 covered  RV  and   boat  storage
spaces,  and  74 uncovered RV and boat storage  spaces.   The
Company   applied  for  the  appropriate  zoning,  and,  upon
receiving  the  zoning,  then  obtained a construction   loan
from   Bank   of  America  for $3,000,000  to  construct  the
facility. Initial permits have  been obtained and work on the
project commenced in July  of 1995.

       Other  Las  Vegas Properties. A general discussion  of
the  other   parcels  of  property acquired on  February   9,
1994,   are included  under Item 1(c), "Narrative Description
of    Business",  "Operations".   Upon  completion   of   the
development   plans   for   the  approximate   20.30    acres
located  on  Russell   Road,  Las  Vegas, Nevada,  contiguous
with  the Company's mini-storage facility,  the Company  will
commence   development  and  construction  of   the   planned
commercial and multi-family facilities.

       320  Unit  -  Victory  Village Apartments.  A  general
discussion  of   the   320 unit Victory  Village  project  is
included   under   Item  1(c),   "Narrative  Description   of
Business",  "Operations".   DuringyJune   1995,  the  Company
acquired a 24.5% interest in the Victory Village  III,   Ltd.
partnership utilizing  Rule  144 restricted common  stock  of
the  Company  valued  at $700,000.  A $16,442,400  loan   was
recorded  against the approximate 17.72 acres  providing  the
construction financing for the project. Moonridge Development
Corp.   will  act as the General Contractor for the  project.
(See Note 13 of the consolidated financial statement)

<PAGE>

                        RISK FACTORS
                              
The  purchase of the securities offered hereby is subject  to
risk. Investors should evaluate these risk factors carefully.

Need for Additional Financing.

The  Company  currently  operates through revenues  generated
by  sales  of  the Company's products. There is no  assurance
that  such sales will continue as they have in the  past,  or
will  increase in the   future.  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.

Competition.

Although  the Company believes its products are  superior  to
those  of   its  present  competitors;  the  market  for  the
Company's  product lines is very large. As  such,  there  are
major companies that have already  captured major portions of
the   various   product    markets  which    the    Company's
subsidiary's  are involved. These  companies  have  resources
much  greater  than  those  of the  Company.   There   is  no
assurance  that the Company's products will  continue  to  be
competitive in the marketplace.

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  and   directors,
who  are responsible  for the development of the business  of
the   Company.   The   Company   relies    heavily   on   the
experience, expertise  and business  contacts of its officers
and directors. If any  of  the 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.

INFORMATION WITH RESPECT TO THE COMPANY

This prospectus is accompanied by the Company's Form 10K  for
the  year  ended  March  31, 1995, and its  latest  Quarterly
Reports  filed  subsequent  thereto, for the  quarter  ending
December   31,  1995.  These Annual,  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  23
Cactus  Garden Drive, F-60, Henderson, Nevada 89014 telephone
number (702) 436-2500.

<PAGE>


PART II

Item 3. Incorporation of Documents by Reference.

       The  following  C.E.C.  document  are  incorporated  by
reference  in   this   Registration Statement:   (a)  C.E.C.'s
Annual Report  on Form  10-K  for  the  year  ended March  31,
1995;  (b)   C.E.C.'s Quarterly Report on Form  10-Q  for  the
quarter  ended September 30, 1995 and December 31,  1995;  (c)
C.E.C.'s Current Report on Form 8K  dated  October  1995;  and
November   2,   1995,   and,   (d)    Amended   Articles    of
Incorporation Reflecting Name Change and  Authorized Shares.

       All   documents  filed by C.E.C. pursuant  to  Sections
13(a), 13(c),  14,  and  15(d) of the Securities Exchange  Act
of  1934 subsequent to the date of this Registration Statement
and   prior  to   the  date  of the filing of a post-effective
amendment   which indicates  that all securities offered  have
been    sold   or   which  deregisters  all  securities   then
remaining  unsold  shall be  deemed  to   be  incorporated  by
reference into this Registration Statement and  to   be   part
thereof from the dates of the filing  of  such documents.

Item 4. Description of Securities.

       C.E.C.'s authorized stock consists of 50,000,000 shares
of  common  stock, par value $.05 per share.  The holders   of
common  stock   (i)  have  equal  ratable rights to  dividends
from   funds  legally  available therefore,  when  as  and  if
declared  by  the  Board of  Directors of  C.E.C.;   (ii)  are
entitled  to  share   ratably  in all   of   the   assets   of
C.E.C.  available  for   distribution   to  shareholders  upon
liquidation,  dissolution or winding up  of  the  affairs   of
C.E.C.;  (iii)   do  not  have  pre-emptive,  subscription  or
conversion rights and there are no redemption or sinking  fund
provisions  applicable thereto; and (iv) are entitled  to  one
noncumulative  vote per share, on outstanding are  fully  paid
for   and  non-assessable  and  all shares  of  common   stock
which  are  the subject of this offering, when issued will  be
fully paid for  and nonassessable.

Item 5. Interest of Named Experts and Counsel

       No   expert   named in the Registration  Statement   as
having  prepared  or  certified any  part  thereof,  including
counsel for the registrant  named in the prospectus as  having
given   and  opinion upon  the  validity  of  the   securities
being  registered,   was  employed  for  such  purpose  on   a
contingent  basis,  or is to receive in  connection  with  the
offering  a  substantial interest, direct  or  indirect,    in
the   registrant or  any  of  its   parents   or subsidiaries,
or  is  connected with the registrant or any  of  its  parents
or  subsidiaries as a promoter,  managing  underwriter, voting
trustee, director, officer, or employee, other than Donald  J.
Stoecklein,  Esq., legal counsel for the Company, which  legal
counsel   is  also  a  Director of the  Company.  Further,  it
is  anticipated  that Mr. Stoecklein may be the  recipient  of
shares of stock issued as the result of this Prospectus.

Item 6. Indemnification of Officers and Directors.

Section  78.751  of  the  Nevada General  Corporation
Laws provides as Follows:

78.751.  Indemnification of officers, directors,
employees and agents; advancement 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,

<PAGE


against expenses, including attorneys' 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 a 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  the
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    be
obtained, by independent legal counsel in a written opinion.

      5.  The  certificate or 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  action,  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    the
corporation.  The provisions of this subsection do not affect
any  rights   to  advancement of expenses to which  corporate
personnel  other   than   directors   or  officers  may    be
entitled under  any contract or otherwise by law.

<PAGE>
        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   indemnification  or  advancement   of
     expenses  may  be entitled    under    the   certificate
     or    articles  of  incorporation   or    any    bylaws,
     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 acts
     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  ceased  to  be   a
     director, officer,  employee or agent and inures to  the
     benefit  of  the heirs, executors and administrators  of
     such a person.
     
Article XI of CEC's Bylaws provides as follows:

       Section 1.  The Corporation shall indemnify any person
who  was   or   is  threatened  to be made a party   to   any
threatened, pending  or completed action, suit or proceeding,
whether  civil,  criminal,  administrative  or  investigative
(other  than  an  action by or in the right 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
(including  attorney's fees), judgments,  fines  and  amounts
paid  in settlement actually  and reasonably incurred by  him
in  connection with  such action,  suit or proceeding  if  he
acted in good faith  and  in  a manner he reasonably believed
to  be  in  or  not  opposed to the best  interest   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  shall
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  with respect  to   any  criminal
action or proceeding,  had  reasonable cause to believe  that
his conduct was unlawful.

         The   1996  Stock  Award  Plan  contains  provisions
indemnifying  those   same persons  in  their  capacities  as
administrators of  the Plan.   C.E.C. does not have insurance
to  indemnify  its  offices and directors in accordance  with
any of the above.
Item 7. Exemption From Registration Claimed.

     Not Applicable

Item 8. Exhibits.


5    Opinion   of   Donald  J.  Stoecklein,  Attorney-at-law,
     regarding legality of shares being issued (1).
10   Consultant and Employee Stock Compensation Plan (1).
24   Consent of Donald J. Stoecklein, Attorney-at-Law,
     (contained  in   its  opinion  filed  as  Exhibit  5  to
     this Registration Statement (1).
 __________________________________________

(1) Filed herewith.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

<PAGE>

(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 21st  day  of  February 1996.

<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 21st  day  of February 1996.

                                   C.E.C. INDUSTRIES CORP.
                                         
                                      By /s/ Richard Cope
                                      Richard Cope, President


                                     By/s/  Donald J.  Stoecklein
                                       Donald J. Stoecklein, Secretary




       Pursuant to the requirements of the Securities Act  of
1933, this  registration statement has been signed  by    the
following persons in the capacities indicated on February 21,
1996.

Signature                   Title              Date


/s/ Ralph Mann              Director      February 21, 1996
Ralph Mann


/s/Charles McChaffie        Director      February 21, 1996
Charles McChaffie

/s/Donald J.Stoecklein,ESQ  Director,     February 21, 1996
Donald J. Stoecklein        Secretary

/s/Ronald G. Stoecklein     Director      February 21, 1996
Ronald G. Stoecklein



<PAGE>

                     EXHIBIT 5 AND 24
                 Opinion and Consent of
                  Donald J. Stoecklein

<PAGE>

ATTORNEY AT LAW
                                           Telephone(702)436-2530
                                           Facsimile(702)436-2528
DONALD J. STOECKLEIN
      Practice Limited to Federal Securities
--------------------------------------------------------------
     23 Cactus Garden Drive, F-60, Henderson, Nevada 89014

                                               February 21, 1996
Mr. Richard Cope
C.E.C. Industries, Corp.
23 Cactus Garden Drive, F-60
Henderson, Nevada 89014

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Cope:

You  have  requested  our  opinion as  to  the  legality   of
the registration   by   you,   C.E.C.   Industries,    Corp.,
(the  "Corporation")   of   up to 900,000  shares  of  Common
Stock
(  the "shares") pursuant to a Registration Statement on Form
S8  (   the "Registration Statement") to be filed on February
21, 1996:

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  Corporation's 10-K for 1995, 1994 and 1993; 10Q for
the  period   ending  September 30, 1995, and  10Q  for   the
period ending December 31, 1995.

6.    The Form S-8 Registration Statement dated February  21,
1996;

7.   The Consultant and Employee Stock Compensation Plan; and

8.   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

<PAGE>

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 J.Stoecklein
                                      Donald J.Stoecklein


s8opin.595


<PAGE>

EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN

<PAGE>

      1996 CONSULTANT  AND  EMPLOYEE STOCK COMPENSATION  PLAN
                    C.E.C. Industries, Corp.
                    
                    
                             I.
                    Purpose of the Plan.
                              
The   purpose   of  this Plan is to further the   growth   of
C.E.C.  Industries,  Corp.   ("C.E.C.")   by   allowing   the
Company  to compensate  officers, directors, consultants  and
certain   other persons providing bona fide services  to  the
Company, through  the award of C.E.C.'s common stock.

                             II.
                         Definitions
                              
Whenever  used in this Plan, the following terms shall   have
the meanings set forth in  this Section:

1.  "Award"  means any grant of Common Stock made under  this
Plan.

2.   "Board   of  Directors" means the Board of Directors  of
C.E.C. Industries, Corp.

3.  "Code"  means  the  Internal Revenue  Code  of  1986,  as
amended.

4.  "Common Stock" means the common stock, no par  value  per
share, of C.E.C. Industries, Corp.

5.   "Date   of   Grant"  means  the   day   the   Board   of
Directors  authorizes the grant of  an Award  or  such  later
date as  may  be specified  by  the Board of Directors as the
date a particular Award will become effective.

6.   "Employee" means any person or entity that renders  bona
fide services  to  the Company (including, without limitation,  
the following:  a  person  employed  by  the  Company  in  a  
key capacity; an officer  or director of C.E.C. Industries, Corp.
or one  or more  Subsidiaries;  a  person or  company   engaged  
by  the Company  as   a consultant; or a lawyer, law firm, accountant
or accounting firm.

7.   "Subsidiary" means any corporation that is a  subsidiary
with  regard  to  C.E.C. Industries, Corp. as  that  term  is
defined  in Section 424(f) of the Code.

                            III.
                 Effective Date of the Plan
                              
The effective date of this Plan is February 21, 1996.

<PAGE>
                             IV.
                 Administration of the Plan

The   Board  of  Directors  will  be  responsible   for   the
administration  of  this Plan, and  will grant  Awards  under
this  Plan. Subject to the  express  provisions of this Plan,
the  Board    of   Directors shall  have  full authority  and
sole  and  absolute  discretion  to interpret  this Plan,  to
prescribe, amend and rescind rules  and regulations  relating
to  it,  and  to  make  all other  determinations  which   it
believes  to be necessary or advisable in administering  this
Plan.  The determinations of the Board of Directors  on   the
matters  referred  to in this Section shall be    conclusive.
The   Board  of   Directors  shall  have  sole  and  absolute
discretion  to amend  this Plan.  No member of the  Board  of
Directors  shall be liable   for  any  act  or  omission   in
connection   with the administration of this Plan  unless  it
resulted from the member's willful misconduct.


                             V.
                  Stock Subject to the Plan
                              
The   maximum  number of shares of Common Stock as  to  which
Awards  may  be  granted  under this Plan is 900,000  shares.
The  Common Stock  which  is issued on grant of awards may be
authorized   but unissued  shares or shares which  have  been
issued and re-acquired by  C.E.C. The Board of Directors  may
increase the maximum number of  shares of Common  Stock as to
which  Awards  may  be  granted  at such  time  as  it  deems
advisable.


                             VI.
             Persons Eligible to Receive Awards
                              
Awards  may be granted only to Employees, or Consultants   of
the Company, whether individual or corporate.


                            VII.
                      Grants of Awards
                              
Except  as  otherwise provided herein, the Board of Directors
shall have   complete   discretion  to  determine  when   and
to   which Employees or Consultants Awards are to be granted,
and  the  number  of  shares  of  Common Stock  as  to  which
awards  granted  to  each Employee or consultant will relate.
No  grant will be made if, in the  judgment  of  the Board of
Directors,  such   a   grant  would  constitute   a    public
distribution within  the  meaning  of  the Securities Act  of
1933,  as  amended (the "Act"),  or the rules and regulations
promulgated thereunder.

<PAGE>

                            VIII.
               Delivery of Stock Certificates
                              
As  promptly  as practicable after authorizing the  grant  of
an  Award,   C.E.C. Industries, Corp. shall  deliver  to  the
person  who  is  the  recipient of the Award, a   certificate
or   certificates   registered   in   that   person's   name,
representing  the   number  of shares  of Common  Stock  that
were  granted. If applicable,  each certificate shall bear  a
legend  to indicate that the Common Stock represented by  the
certificate  was  issued  in a transaction   which  was   not
registered   under  the Act, and  may   only   be   sold   or
transferred  in a transaction that is registered   under  the
Act  or  is exempt from the registration requirements of  the
Act.

                              IX.
                         Employment
                              
Nothing   in   this Plan or in the grant of an  Award   shall
confer  upon    any   Employee or  consultant  the  right  to
continue in  the employ of the Company nor shall it interfere
with  or  restrict in any  way  the rights of the Company  to
discharge  any  employee  at any time  for  any  reason  what
soever, with or without cause.

                             X.
                    Laws and Regulations
                              
The   obligation  of C.E.C. Industries, Corp.  to  sell   and
deliver  shares   of Common Stock on the grant  of  an  Award
under this  Plan shall  be  subject  to  the  condition  that
counsel  for  C.E.C. Industries, Corp. be satisfied that  the
sale  and delivery thereof will  not violate the Act  or  any
other applicable laws, rules  or regulations.

                             XI.
                    Withholding of Taxes
                              
If   subject  to  withholding  tax,  the  Company  shall   be
authorized to withhold  from  an  Employer's salary or  other
cash compensation such  sums  of  money  as  are necessary to
pay the  Employee's withholding  tax.  The  Company may elect
to    withhold     from    the   shares    to    be    issued
hereunder  a  sufficient number of shares   to  satisfy   the
Company's  withholding obligations. If  the  Company  becomes
required  to  pay withholding tax to any federal,  state   or
other   taxing  authority as a result of the granting  of  an
Award  and   the  Employee fails to provide the Company  with
the   funds  with   which  to pay that withholding  tax,  the
Company may withhold up  to  50%  of  each payment of  salary
or bonus to the  Employee (which  will  be in addition to any
other   required  or   permitted  withholding),   until   the
Company has been  reimbursed  for  the entire withholding tax
it was required to pay.

<PAGE>

                            XII.
                    Reservation of Shares
                              
C.E.C.   Industries, Corp. shall at all times  keep  reserved
for  issuance  on  grant  of  awards under   this   Plan    a
number  of authorized  but  unissued or reacquired shares  of
Common   Stock equal  to the  maximum number of shares C.E.C.
Industries, Corp., may  be required to be issued on the grant
of Awards under   this Plan.


                            XIII
                   Termination of the Plan
                              
The  Board of Directors may suspend or terminate this Plan at
any  time   or  from time  to time, but no such action  shall
adversely  affect   the rights of a person granted  an  Award
under this  Plan prior to that date.

                            XIV.
                      Delivery of Plan
                              
A    Copy   of   this   Plan  shall  be  delivered  to    all
participants,  together  with  a  copy of the  resolution  or
resolutions   of   the Board  of  Directors  authorizing  the
granting of  the  Award  and establishing the terms, if  any,
of  participation. No  dealer, salesman, or any other  person
has  been  authorized by the Company to give any  information
or  to make any representations other than those contained in
this  Prospectus in connection with the offering made hereby,
and  if  given   or made, such information or representations
must   not  be  relied  upon.  This  Prospectus   does    not
constitute  an  offer  to sell   or   the solicitation of  an
offer  to  buy any securities other  than  those specifically
offered   hereby  or  an  offer to   sell, or a  solicitation
of  an  offer  to  buy,   to any  person  in any jurisdiction
in   which  such offer or sale  would  be  unlawful.  Neither
the   delivery   of  this Prospectus  nor   any   sale   made
hereunder    shall   under  any  circumstances   create   any
implication that there has been no change in the  affairs  of
the  Company since any  of  the dates as of which information
is furnished or  since the date of this Prospectus.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 51335}]
{"company-data": {"conformed-name": "CEC INDUSTRIES CORP", "cik": "0000054175", "assigned-sic": "6792", "irs-number": "870217252", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01129", "film-number": "96523837"}, "business-address": {"street1": "23 CACTUS GARDEN DR F 60", "city": "GREEN VALLEY (HENDER", "state": "NV", "zip": "89014", "phone": "7024362500"}, "mail-address": {"street1": "23 CACTUS GARDEN DRIVE", "city": "HENDERSON", "state": "NV", "zip": "89014"}, "former-company": {"former-conformed-name": "JUSTHEIM PETROLEUM CO", "date-changed": "19870115"}}
As Filed with the Securities and Exchange Commission on February 21, 1996.

                                          Registration No.___________
 
                        UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                Washington D.C., 20549 Form S-8
                     REGISTRATION STATEMENT 
                             Under
                  The Securities  Act of 1933
 
                 Commission file number 0-16734

                    C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in charter)

Nevada                                              87-0217252
(State of other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                 Identification Number)

23 Cactus Garden Drive #F-60
Henderson, Nevada                                     89014
(Address of Principal Executive Office)             (Zip Code)

          C.E.C. INDUSTRIES CORP. 1995 STOCK AWARD
                    PLAN (Full Title of the Plan)
                         (702) 436-2500
      (Registrant's Telephone Number, Including Area Code)

                   Donald J. Stoecklein, Esq.
                        Attorney at Law
               23 Cactus Garden Drive, Suite F-60 
            Henderson, Nevada, 89014  (702) 436-2530
            
            
                 CALCULATION OF REGISTRATION FEE
Title of     Amount to   Proposed   Proposed      Amount of
Securities   be          maximum    maximum       registrati
to be        Registered  offering   aggregate     on Fee
Registered               price Per  offering
                         Share*1     Price*1
Common         
Stock $.05     900,000      $0.34     $306,000    $105.52

*1  Estimated solely for the purpose of calculating the registration fee on the
    basis of the average bid and ask price of the Common Stock as reflected on
    the National Association of Securities Dealers Automated Quotation System on
    February 21,1996.
PROSPECTUS                    The date of this Prospectus is February 21, 1996

                  C.E.C. INDUSTRIES, CORP.
                              
                              
              Up to 900,000 Shares of Common Stock
        Received by Directors, Officers, Consultants and
     Employees Under the Company's Consultant and Employee Stock
 Compensation Plan and Reoffered by Means of this Prospectus
                              
                              
                              
Selling       shareholders      of     C.E.C.     Industries,
Corp.,  ("Company")   will offer their shares   through   the
over-the-counter market or through  NASDAQ, if the  Company's
common  stock  is   then  included for quotation  on  NASDAQ.
Selling  shareholders,  if control persons, are  required  to
sell  their shares  in accordance with the volume limitations
of   Rule   144  under  the Securities Act  of   1933,  which
limits  sales by  each selling shareholder in any one   month
period  to  the  greater  of 1%  of  the   total  outstanding
common stock (or approximately 50,000 shares) or  the average
weekly   trading volume  of   the Company's    common   stock
during   the  four   calendar   weeks immediately   preceding
such   sale.   It   is expected   that brokers   and  dealers
effecting  transactions   will   be    paid  the  normal  and
customary commissions for market transactions.

THESE    SECURITIES  HAVE NOT BEEN APPROVED  OR   DISAPPROVED
BY  THE   SECURITIES  AND EXCHANGE COMMISSION,  NOR  HAS  THE
COMMISSION   PASSED  ON  THE ACCURACY OR  THE   ADEQUACY   OF
THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY  IS   A
CRIMINAL OFFENSE.

No    person   has   been  authorized by  the   Company    to
give  any   information or to make any representation   other
than   as contained  in   this  Prospectus and, if given   or
made,   such  information  or  representation  must  not   be
relied   upon   as having  been  authorized by  the  Company.
Neither   the    delivery  of   this  Prospectus   nor    any
distribution  of the shares of  the Common   Stock   issuable
under   the   terms   of   the    Plan   shall,  under    any
circumstances,  create  any implication that  there has  been
no  change  in the affairs  of  the Company since   the  date
hereof.

This   Prospectus  does  not  constitute  an  offer  to  sell
securities in any state to any person to whom it is  unlawful
to make such offer in such state.

The securities offered hereby involve a high degree of risk.
See "Risk Factors."
SUMMARY OF PROSPECTUS
                              
This     prospectus   accompanies  reoffers  by   consultants
and  employees  of  the  Company of shares of  common   stock
received   through  the  Company's  Consultant  and  Employee
Compensation   Plan.  The  Company's  principal  offices  are
located  at  23 Cactus Garden Drive, F-60, Henderson,  Nevada
89014 telephone number (702)  436-2500.

ITEM 1. BUSINESS

(a) General

       C.E.C.   Industries  Corp.  is  a  Nevada  corporation
with  principal   and   executive  offices  located   at   23
Cactus   Garden   Drive,   F-60,  Henderson,  Nevada   89014,
telephone (702) 436-2500. C.E.C.  Industries Corp.  and  it's
consolidated subsidiaries  are referred  to as either  C.E.C.
or  the  "Company."  C.E.C.  has  been engaged   in   several
unrelated  businesses   through  its   primary  subsidiaries,
Moonridge Development Corp.,   (real   estate development and
construction), Custom  Environmental
International,    (carbon   reactivation  technology),    and
Sterling  Travel,  (travel businesses). Custom  Environmental
International was spun off from the Company during 1995.

      C.E.C.  was incorporated as Justheim Petroleum  Company
in  Nevada in 1952.  C.E.C. Management Corp. was merged  into
Justheim Petroleum  Company effective December 31, 1986,  and
was   renamed  C.E.C.   Industries   Corp.    Prior  to   the
merger,   Justheim had historically  engaged in the  business
of  acquiring,  holding  and selling  oil and gas  leaseholds
and  retaining overriding  royalty rights.  C.E.C. Management
Corp.   primarily   was  in  the  business   of   engineering
consulting  and designing and  marketing  customized minerals
processing  systems  and  equipment.    While   the   Company
continues   to   receive  oil and gas  production  overriding
royalty income,  it  is  no longer actively engaged  in   the
business   of  buying   and selling  oil  and  gas  leasehold
interests.   A   majority of  these  royalty  interests  were
sold near the end of  the  1994 fiscal year.

       C.E.C.'s primary business had been the manufacture and
sale  of    minerals    processing  equipment   through   its
wholly-owned   subsidiary,  Custom   Equipment   Corporation.
Custom  was   a  pioneer in  the  development of custom  gold
processing  equipment  in  the early   to mid-1980's,   thus,
business   was  very  profitable.  However,  as  gold  prices
declined  after  the  early 1980's, fewer  gold  plants  were
built,  more  competitors entered the market,   and  Custom's
business  was negatively impacted.  The Company attempted  to
use   its  expertise  and  know-how  to develop  the   carbon
reactivation  furnace  technology  in  the  water   treatment
industry,  but   the  continued losses in  the  metallurgical
business   caused    a  capital  drain  necessitating   other
measures.   Custom  Environmental International   became  the
renamed  subsidiary  to  carry  on  the efforts,  building  a
new  prototype carbon  furnace  now  being developed.
The  metallurgical equipment business  was  sold  in
fiscal year 1991.

     In  September  1993,  the  Board  of  Directors  ofC.E.C
considered expanding the  Company's business  into   business
opportunities outside of  the  carbon   reactivation  furnace
technology   business, and thus caused several new  directors
with  real  estate expertise to join the C.E.C.  board.   The
intent  being  to  develop land owned by the Company  in  St.
George, Utah as well as  other properties to be acquired.   A
property in Las Vegas was immediately  acquired for cash  and
convertible  preferred  stock. Private financing was arranged
to  provide  the  cash  necessary  for  the   purchase.   The
transaction also provided working capital for development  of
the   property  as  well  as  for  further   development  and
marketing of the carbon technology.  The Las Vegas   property
is partially being developed for a mini-storage facility with
a three million dollar loan from the Bank of America.

       On   November   2,  1995,  the  Company  completed   a
ransaction  pertaining   to  the   elimination   of   certain
conversion   rights relating  to  the  Company's  acquisition
of  approximately  23.91 cres  of  undeveloped  land  in  Las
Vegas,  Nevada,  for $3,327,158. Part  of  the  consideration
was  approximately 600,000  shares  of preferred  stock  (the
"Preferred Stock") at  $4.00  per  share convertible,   after
two years to common stock  at  a  guaranteed "bid"  price  of
not  less  than $4.00 per share. Pursuant  to  the terms   of
the  agreement, in the event the "bid" price  was  less  than
the  stated $4.00 per share at the time in which the   shares
are   offered  for conversion, the Company was obligated   to
issue additional common  stock to satisfy any shortfall.  Due
to   the substantial  dilution which was anticipated to  have
occurred  in  February   of   1996  as  the  result  of   the
conversion,   the ompany negotiated  for  a  modification  of
the      greement     wherein     the     Preferred     Stock
was   exchanged   for   non-convertible    voting   preferred
stock,  in  addition to certain real property assets  of  the
Company.
(b) Financial Information About Industry Segments

The   Company   is currently engaged in one main  businesses;
real   estate development   and   construction("Moonridge").
Information  regarding  the  Company's  reportable   business
segments is  set  forth  in  Item  1(c) and Note  9  to   the
Consolidated Financial Statements.

(c) Narrative Description of Business

Moonridge Development Corp.

        Operations.  The  Company's  real  estate  operations
are   conducted  through    the   Company's   wholly    owned
subsidiary,  Moonridge  Development Corp.  ("Moonridge"),   a
licensed   General  Contractor   in  the  State  of   Nevada.
Moonridge   is   responsible   for  the  development   and/or
construction of the following projects:

       Mini-Storage Facility - Las Vegas, Nevada. The Company
owns   approximately    7.28  acres  of  property   generally
described  as   the Mission  Valley Mini Storage  located  on
Russell Road, contiguous with  U.S.  Highway 95,  outside the
city  limits   of  Las  Vegas, Nevada.   The   project   will
consist of 1123  mini storage  units totaling 103,564  square
feet  of  space,  in  addition to 67  covered  RV   and  boat
storage  spaces, and 74 uncovered RV and boat storage spaces,
with    projected   annual  net   operating    income    upon
completion  of  $682,882, (which  includes  signage  income
of  $90,000).  On  March 31, 1995, the Company entered   into
a  loan agreement  with  Bank  of  America for $3,000,000  to
build  the project.  Permits were subsequently obtained from
the   County   of Clark,  Nevada,  to commence  clearing  the
project  in   preparation for construction.  The  project  is
anticipated to be completed  in 1995.

      17  Acre  Planned Development - Las Vegas, Nevada.  The
Company  owns  approximately 17 acres of property  contiguous
with  its  7.28  acre   mini  storage  facility,  located  on
Russell Road, contiguous with  U.S.Highway  95,  outside  the
city   limits  of Las  Vegas, Nevada. The project  was  being
master planned for a combination of commercial  office  space
and   multi-family units;  however  on November  30th,  1995,
the  Company  entered into an  agreement  for the   sale   of
approximately 17 acres of  the  property.  It  is anticipated
that  the  Company  would complete the  transaction   in  the
spring of 1996.

        320    Unit    Multi-Family  Project  to   be   built
Henderson,  Nevada.  In June, 1995, the  Company  acquired  a
24.5%  interest  in  a 320 unit apartment  project  generally
known  as Victory Village, in exchange  for 1,200,000  shares
of  Rule  144  stock. The project  is located  in  Henderson,
Nevada  near the intersection of Lake  Mead Blvd. and Boulder
Highway.  The  City of Henderson issued bonds  to  facilitate
the  financing  on  the  project, with  HUD,  (Department  of
Housing   and  Urban  Development) insuring the  construction
and  permanent  loan  in  the sum of $16,442,400,  at   6.38%
interest,  amortized over 40 years, paid monthly, which  loan
was  recorded  in June of 1995 against the approximate  17.72
acres. Permits for the project  have  been obtained from  the
City   of   Henderson,  and grading  for   the  project   has
commenced.  In  addition  to  the Company's interest  in  the
project, Moonridge  will  act  as  the General Contractor  on
the  project.  It is anticipated  that  the project  will  be
completed in August of 1996.
Strategy.   The  Company's  near  term  strategy  for
Moonridge  Development    Corp.   is   to   concentrate   its
efforts  on  the construction  of  its Mission  Valley  Mini-
Storage  facility, and complete  construction of the 320 unit
Victory   Village project. Concurrent  with  the  above,  the
Company  intends  to  complete  its development   of  the  20
additional   acres.  In  the  event   additional  development
opportunities  present  themselves, the  Company  intends  to
take  advantage of the current economic climate  in  the  Las
Vegas area.

Other Investments

      The  Company has written down the value of its  430,320
shares  of Logos International, Inc. which had been  acquired
in  1991  when the  office building and the majority interest
in  GLI Industries, Inc.  were sold.  Because the quoted  per
share price of the stock decreased from over $5.00 bid at the
end  of  the  1993 fiscal  year to  $.125  bid at  March  31,
1994, the value was written  down  to $53,790,   realizing  a
loss  of  $625,960 in fiscal 1994.  Approximately   half   of
the  Logos  stock  was  sold  during 1995  resulting   in   a
further loss and write-down of $46,395.  The remaining  value
on the books is $2,605.

Executive Offices

      C.E.C.'s  executive offices are located  at  23  Cactus
Garden Drive, F-60, Green Valley, Nevada 89014

EMPLOYEES

The   Company and its subsidiaries currently employ  16  full
time employees and 6 part time employees.

PROPERTIES

       Principal  and Executive Offices. C.E.C.  rents  1,869
square  feet  of  office  space  and  1,310  square  feet  of
warehouse  space  for CEI  at 350 West 300 South,  Salt  Lake
City,  Utah  84101; and 2,622 square  feet  of  office  space
for its executive  offices  at  23 Cactus  Garden  Drive,  F-
60,  Green Valley,  Nevada  89014.  Lease expenses   for  the
years  ended  March 31, 1995, March 31, 1994  and  March  31,
1993 were $42,030, and $8,615, respectively.

        Mission   Valley  Mini-Storage  Facility.  A  general
discussion of the  ministorage  project  is  included   under
Item 1(c),"Narrative  Description of Business", "Operations".
The  Company acquired  7.28 acres of property located in  Las
Vegas,  Nevada  as part  of  a  larger  parcel  of  property,
on  February   9,  1994, utilizing  preferred  stock  of  the
Company. A  market  feasibility study  was  developed  by  an
outside source  to  determine  the effective   use   of   the
acreage.   Management  followed they  recommendation  of  the
market feasibility study and  is currently under construction
on  1123  storage  units, 67 covered  RV  and   boat  storage
spaces,  and  74 uncovered RV and boat storage  spaces.   The
Company   applied  for  the  appropriate  zoning,  and,  upon
receiving  the  zoning,  then  obtained a construction   loan
from   Bank   of  America  for $3,000,000  to  construct  the
facility. Initial permits have  been obtained and work on the
project commenced in July  of 1995.

       Other  Las  Vegas Properties. A general discussion  of
the  other   parcels  of  property acquired on  February   9,
1994,   are included  under Item 1(c), "Narrative Description
of    Business",  "Operations".   Upon  completion   of   the
development   plans   for   the  approximate   20.30    acres
located  on  Russell   Road,  Las  Vegas, Nevada,  contiguous
with  the Company's mini-storage facility,  the Company  will
commence   development  and  construction  of   the   planned
commercial and multi-family facilities.

       320  Unit  -  Victory  Village Apartments.  A  general
discussion  of   the   320 unit Victory  Village  project  is
included   under   Item  1(c),   "Narrative  Description   of
Business",  "Operations".   DuringyJune   1995,  the  Company
acquired a 24.5% interest in the Victory Village  III,   Ltd.
partnership utilizing  Rule  144 restricted common  stock  of
the  Company  valued  at $700,000.  A $16,442,400  loan   was
recorded  against the approximate 17.72 acres  providing  the
construction financing for the project. Moonridge Development
Corp.   will  act as the General Contractor for the  project.
(See Note 13 of the consolidated financial statement)
RISK FACTORS
                              
The  purchase of the securities offered hereby is subject  to
risk. Investors should evaluate these risk factors carefully.

Need for Additional Financing.

The  Company  currently  operates through revenues  generated
by  sales  of  the Company's products. There is no  assurance
that  such sales will continue as they have in the  past,  or
will  increase in the   future.  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.

Competition.

Although  the Company believes its products are  superior  to
those  of   its  present  competitors;  the  market  for  the
Company's  product lines is very large. As  such,  there  are
major companies that have already  captured major portions of
the   various   product    markets  which    the    Company's
subsidiary's  are involved. These  companies  have  resources
much  greater  than  those  of the  Company.   There   is  no
assurance  that the Company's products will  continue  to  be
competitive in the marketplace.

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  and   directors,
who  are responsible  for the development of the business  of
the   Company.   The   Company   relies    heavily   on   the
experience, expertise  and business  contacts of its officers
and directors. If any  of  the 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.

INFORMATION WITH RESPECT TO THE COMPANY

This prospectus is accompanied by the Company's Form 10K  for
the  year  ended  March  31, 1995, and its  latest  Quarterly
Reports  filed  subsequent  thereto, for the  quarter  ending
December   31,  1995.  These Annual,  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  23
Cactus  Garden Drive, F-60, Henderson, Nevada 89014 telephone
number (702) 436-2500.
PART II

Item 3. Incorporation of Documents by Reference.

       The  following  C.E.C.  document  are  incorporated  by
reference  in   this   Registration Statement:   (a)  C.E.C.'s
Annual Report  on Form  10-K  for  the  year  ended March  31,
1995;  (b)   C.E.C.'s Quarterly Report on Form  10-Q  for  the
quarter  ended September 30, 1995 and December 31,  1995;  (c)
C.E.C.'s Current Report on Form 8K  dated  October  1995;  and
November   2,   1995,   and,   (d)    Amended   Articles    of
Incorporation Reflecting Name Change and  Authorized Shares.

       All   documents  filed by C.E.C. pursuant  to  Sections
13(a), 13(c),  14,  and  15(d) of the Securities Exchange  Act
of  1934 subsequent to the date of this Registration Statement
and   prior  to   the  date  of the filing of a post-effective
amendment   which indicates  that all securities offered  have
been    sold   or   which  deregisters  all  securities   then
remaining  unsold  shall be  deemed  to   be  incorporated  by
reference into this Registration Statement and  to   be   part
thereof from the dates of the filing  of  such documents.

Item 4. Description of Securities.

       C.E.C.'s authorized stock consists of 50,000,000 shares
of  common  stock, par value $.05 per share.  The holders   of
common  stock   (i)  have  equal  ratable rights to  dividends
from   funds  legally  available therefore,  when  as  and  if
declared  by  the  Board of  Directors of  C.E.C.;   (ii)  are
entitled  to  share   ratably  in all   of   the   assets   of
C.E.C.  available  for   distribution   to  shareholders  upon
liquidation,  dissolution or winding up  of  the  affairs   of
C.E.C.;  (iii)   do  not  have  pre-emptive,  subscription  or
conversion rights and there are no redemption or sinking  fund
provisions  applicable thereto; and (iv) are entitled  to  one
noncumulative  vote per share, on outstanding are  fully  paid
for   and  non-assessable  and  all shares  of  common   stock
which  are  the subject of this offering, when issued will  be
fully paid for  and nonassessable.

Item 5. Interest of Named Experts and Counsel

       No   expert   named in the Registration  Statement   as
having  prepared  or  certified any  part  thereof,  including
counsel for the registrant  named in the prospectus as  having
given   and  opinion upon  the  validity  of  the   securities
being  registered,   was  employed  for  such  purpose  on   a
contingent  basis,  or is to receive in  connection  with  the
offering  a  substantial interest, direct  or  indirect,    in
the   registrant or  any  of  its   parents   or subsidiaries,
or  is  connected with the registrant or any  of  its  parents
or  subsidiaries as a promoter,  managing  underwriter, voting
trustee, director, officer, or employee, other than Donald  J.
Stoecklein,  Esq., legal counsel for the Company, which  legal
counsel   is  also  a  Director of the  Company.  Further,  it
is  anticipated  that Mr. Stoecklein may be the  recipient  of
shares of stock issued as the result of this Prospectus.

Item 6. Indemnification of Officers and Directors.

Section  78.751  of  the  Nevada General  Corporation
Laws provides as Follows:

78.751.  Indemnification of officers, directors,
employees and agents; advancement 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,
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   indemnification  or  advancement   of
     expenses  may  be entitled    under    the   certificate
     or    articles  of  incorporation   or    any    bylaws,
     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 acts
     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  ceased  to  be   a
     director, officer,  employee or agent and inures to  the
     benefit  of  the heirs, executors and administrators  of
     such a person.
     
Article XI of CEC's Bylaws provides as follows:

       Section 1.  The Corporation shall indemnify any person
who  was   or   is  threatened  to be made a party   to   any
threatened, pending  or completed action, suit or proceeding,
whether  civil,  criminal,  administrative  or  investigative
(other  than  an  action by or in the right 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
(including  attorney's fees), judgments,  fines  and  amounts
paid  in settlement actually  and reasonably incurred by  him
in  connection with  such action,  suit or proceeding  if  he
acted in good faith  and  in  a manner he reasonably believed
to  be  in  or  not  opposed to the best  interest   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  shall
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  with respect  to   any  criminal
action or proceeding,  had  reasonable cause to believe  that
his conduct was unlawful.

         The   1996  Stock  Award  Plan  contains  provisions
indemnifying  those   same persons  in  their  capacities  as
administrators of  the Plan.   C.E.C. does not have insurance
to  indemnify  its  offices and directors in accordance  with
any of the above.
Item 7. Exemption From Registration Claimed.

     Not Applicable

Item 8. Exhibits.

5    Opinion   of   Donald  J.  Stoecklein,  Attorney-at-law,
     regarding legality of shares being issued (1).
10   Consultant and Employee Stock Compensation Plan (1).
24   Consent of Donald J. Stoecklein, Attorney-at-Law,
     (contained  in   its  opinion  filed  as  Exhibit  5  to
     this Registration Statement (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 21st  day  of  February 1996.
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 21st  day  of February 1996.

                                   C.E.C. INDUSTRIES CORP.
                                         
                                      By /s/ Richard Cope
                                      Richard Cope, President

                                     By/s/  Donald J.  Stoecklein
                                       Donald J. Stoecklein, Secretary

       Pursuant to the requirements of the Securities Act  of
1933, this  registration statement has been signed  by    the
following persons in the capacities indicated on February 21,
1996.

Signature                   Title              Date

/s/ Ralph Mann              Director      February 21, 1996
Ralph Mann

/s/Charles McChaffie        Director      February 21, 1996
Charles McChaffie

/s/Donald J.Stoecklein,ESQ  Director,     February 21, 1996
Donald J. Stoecklein        Secretary

/s/Ronald G. Stoecklein     Director      February 21, 1996
Ronald G. Stoecklein
EXHIBIT 5 AND 24
                 Opinion and Consent of
                  Donald J. Stoecklein
ATTORNEY AT LAW
                                           Telephone(702)436-2530
                                           Facsimile(702)436-2528
DONALD J. STOECKLEIN
      Practice Limited to Federal Securities
--------------------------------------------------------------
     23 Cactus Garden Drive, F-60, Henderson, Nevada 89014

                                               February 21, 1996
Mr. Richard Cope
C.E.C. Industries, Corp.
23 Cactus Garden Drive, F-60
Henderson, Nevada 89014

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Cope:

You  have  requested  our  opinion as  to  the  legality   of
the registration   by   you,   C.E.C.   Industries,    Corp.,
(the  "Corporation")   of   up to 900,000  shares  of  Common
Stock
(  the "shares") pursuant to a Registration Statement on Form
S8  (   the "Registration Statement") to be filed on February
21, 1996:

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  Corporation's 10-K for 1995, 1994 and 1993; 10Q for
the  period   ending  September 30, 1995, and  10Q  for   the
period ending December 31, 1995.

6.    The Form S-8 Registration Statement dated February  21,
1996;

7.   The Consultant and Employee Stock Compensation Plan; and

8.   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 J.Stoecklein
                                      Donald J.Stoecklein

s8opin.595
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
1996 CONSULTANT  AND  EMPLOYEE STOCK COMPENSATION  PLAN
                    C.E.C. Industries, Corp.
                    
                    
                             I.
                    Purpose of the Plan.
                              
The   purpose   of  this Plan is to further the   growth   of
C.E.C.  Industries,  Corp.   ("C.E.C.")   by   allowing   the
Company  to compensate  officers, directors, consultants  and
certain   other persons providing bona fide services  to  the
Company, through  the award of C.E.C.'s common stock.

                             II.
                         Definitions
                              
Whenever  used in this Plan, the following terms shall   have
the meanings set forth in  this Section:

1.  "Award"  means any grant of Common Stock made under  this
Plan.

2.   "Board   of  Directors" means the Board of Directors  of
C.E.C. Industries, Corp.

3.  "Code"  means  the  Internal Revenue  Code  of  1986,  as
amended.

4.  "Common Stock" means the common stock, no par  value  per
share, of C.E.C. Industries, Corp.

5.   "Date   of   Grant"  means  the   day   the   Board   of
Directors  authorizes the grant of  an Award  or  such  later
date as  may  be specified  by  the Board of Directors as the
date a particular Award will become effective.

6.   "Employee" means any person or entity that renders  bona
fide services  to  the Company (including, without limitation,  
the following:  a  person  employed  by  the  Company  in  a  
key capacity; an officer  or director of C.E.C. Industries, Corp.
or one  or more  Subsidiaries;  a  person or  company   engaged  
by  the Company  as   a consultant; or a lawyer, law firm, accountant
or accounting firm.

7.   "Subsidiary" means any corporation that is a  subsidiary
with  regard  to  C.E.C. Industries, Corp. as  that  term  is
defined  in Section 424(f) of the Code.

                            III.
                 Effective Date of the Plan
                              
The effective date of this Plan is February 21, 1996.
IV.
                 Administration of the Plan

The   Board  of  Directors  will  be  responsible   for   the
administration  of  this Plan, and  will grant  Awards  under
this  Plan. Subject to the  express  provisions of this Plan,
the  Board    of   Directors shall  have  full authority  and
sole  and  absolute  discretion  to interpret  this Plan,  to
prescribe, amend and rescind rules  and regulations  relating
to  it,  and  to  make  all other  determinations  which   it
believes  to be necessary or advisable in administering  this
Plan.  The determinations of the Board of Directors  on   the
matters  referred  to in this Section shall be    conclusive.
The   Board  of   Directors  shall  have  sole  and  absolute
discretion  to amend  this Plan.  No member of the  Board  of
Directors  shall be liable   for  any  act  or  omission   in
connection   with the administration of this Plan  unless  it
resulted from the member's willful misconduct.

                             V.
                  Stock Subject to the Plan
                              
The   maximum  number of shares of Common Stock as  to  which
Awards  may  be  granted  under this Plan is 900,000  shares.
The  Common Stock  which  is issued on grant of awards may be
authorized   but unissued  shares or shares which  have  been
issued and re-acquired by  C.E.C. The Board of Directors  may
increase the maximum number of  shares of Common  Stock as to
which  Awards  may  be  granted  at such  time  as  it  deems
advisable.

                             VI.
             Persons Eligible to Receive Awards
                              
Awards  may be granted only to Employees, or Consultants   of
the Company, whether individual or corporate.

                            VII.
                      Grants of Awards
                              
Except  as  otherwise provided herein, the Board of Directors
shall have   complete   discretion  to  determine  when   and
to   which Employees or Consultants Awards are to be granted,
and  the  number  of  shares  of  Common Stock  as  to  which
awards  granted  to  each Employee or consultant will relate.
No  grant will be made if, in the  judgment  of  the Board of
Directors,  such   a   grant  would  constitute   a    public
distribution within  the  meaning  of  the Securities Act  of
1933,  as  amended (the "Act"),  or the rules and regulations
promulgated thereunder.
VIII.
               Delivery of Stock Certificates
                              
As  promptly  as practicable after authorizing the  grant  of
an  Award,   C.E.C. Industries, Corp. shall  deliver  to  the
person  who  is  the  recipient of the Award, a   certificate
or   certificates   registered   in   that   person's   name,
representing  the   number  of shares  of Common  Stock  that
were  granted. If applicable,  each certificate shall bear  a
legend  to indicate that the Common Stock represented by  the
certificate  was  issued  in a transaction   which  was   not
registered   under  the Act, and  may   only   be   sold   or
transferred  in a transaction that is registered   under  the
Act  or  is exempt from the registration requirements of  the
Act.

                              IX.
                         Employment
                              
Nothing   in   this Plan or in the grant of an  Award   shall
confer  upon    any   Employee or  consultant  the  right  to
continue in  the employ of the Company nor shall it interfere
with  or  restrict in any  way  the rights of the Company  to
discharge  any  employee  at any time  for  any  reason  what
soever, with or without cause.

                             X.
                    Laws and Regulations
                              
The   obligation  of C.E.C. Industries, Corp.  to  sell   and
deliver  shares   of Common Stock on the grant  of  an  Award
under this  Plan shall  be  subject  to  the  condition  that
counsel  for  C.E.C. Industries, Corp. be satisfied that  the
sale  and delivery thereof will  not violate the Act  or  any
other applicable laws, rules  or regulations.

                             XI.
                    Withholding of Taxes
                              
If   subject  to  withholding  tax,  the  Company  shall   be
authorized to withhold  from  an  Employer's salary or  other
cash compensation such  sums  of  money  as  are necessary to
pay the  Employee's withholding  tax.  The  Company may elect
to    withhold     from    the   shares    to    be    issued
hereunder  a  sufficient number of shares   to  satisfy   the
Company's  withholding obligations. If  the  Company  becomes
required  to  pay withholding tax to any federal,  state   or
other   taxing  authority as a result of the granting  of  an
Award  and   the  Employee fails to provide the Company  with
the   funds  with   which  to pay that withholding  tax,  the
Company may withhold up  to  50%  of  each payment of  salary
or bonus to the  Employee (which  will  be in addition to any
other   required  or   permitted  withholding),   until   the
Company has been  reimbursed  for  the entire withholding tax
it was required to pay.
XII.
                    Reservation of Shares
                              
C.E.C.   Industries, Corp. shall at all times  keep  reserved
for  issuance  on  grant  of  awards under   this   Plan    a
number  of authorized  but  unissued or reacquired shares  of
Common   Stock equal  to the  maximum number of shares C.E.C.
Industries, Corp., may  be required to be issued on the grant
of Awards under   this Plan.

                            XIII
                   Termination of the Plan
                              
The  Board of Directors may suspend or terminate this Plan at
any  time   or  from time  to time, but no such action  shall
adversely  affect   the rights of a person granted  an  Award
under this  Plan prior to that date.

                            XIV.
                      Delivery of Plan
                              
A    Copy   of   this   Plan  shall  be  delivered  to    all
participants,  together  with  a  copy of the  resolution  or
resolutions   of   the Board  of  Directors  authorizing  the
granting of  the  Award  and establishing the terms, if  any,
of  participation. No  dealer, salesman, or any other  person
has  been  authorized by the Company to give any  information
or  to make any representations other than those contained in
this  Prospectus in connection with the offering made hereby,
and  if  given   or made, such information or representations
must   not  be  relied  upon.  This  Prospectus   does    not
constitute  an  offer  to sell   or   the solicitation of  an
offer  to  buy any securities other  than  those specifically
offered   hereby  or  an  offer to   sell, or a  solicitation
of  an  offer  to  buy,   to any  person  in any jurisdiction
in   which  such offer or sale  would  be  unlawful.  Neither
the   delivery   of  this Prospectus  nor   any   sale   made
hereunder    shall   under  any  circumstances   create   any
implication that there has been no change in the  affairs  of
the  Company since any  of  the dates as of which information
is furnished or  since the date of this Prospectus.