As filed with the Securities and Exchange Commission on October 9, 1997
						   Registration No. 333-_____
                                                   Registration No. 33-80242
                                              (Post-Effective Amendment No. 1)

		      SECURITIES AND EXCHANGE COMMISSION
			   Washington, D.C. 20549
			   ______________________

				 FORM S-8
			 REGISTRATION STATEMENT
				  Under
			THE SECURITIES ACT OF 1933
			  _______________________

				MONROC, INC.
				------------
	  (Exact name of registrant as specified in its charter)

	 Delaware                                         87-0436697
-------------------------------                      -------------------
(State or other jurisdiction of                       (I.R.S. Employer 
 incorporation or organization)                      Identification No.)      

			      1730 Beck Street
			 Salt Lake City, Utah 84116
		 ----------------------------------------
		 (Address of Principal Executive Offices)
			 _______________________

			       MONROC, INC.
			 1994 STOCK OPTION PLAN
			 ----------------------
			(Full title of the plan)

			     L. William Rands
			 Vice President--Finance
			       Monroc, Inc.
			       1730 Beck Street            
			Salt Lake City, Utah  84116
		 ---------------------------------------
		 (Name and address of agent for service)

			      (801) 359-3701
			      --------------
      (Telephone number, including area code, of agent for service)

		   Copies to: ARTHUR B. RALPH, ESQ.
		Van Cott, Bagley, Cornwall & McCarthy
		  50 South Main Street, Suite 1600
		     Salt Lake City, Utah 84144
			  (801) 532-3333

<PAGE>
		     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
						Proposed
    Title of                     Proposed        Maximum
   Securities                     Maximum       Aggregate
     to be       Amount to be  Offering Price    Offering      Amount of
   Registered     Registered     Per Share 1      Price 1   Registration Fee 1
   ----------    ------------  --------------   ---------   ------------------

Common Stock,   60,000 Shares     $11.375       $682,500        $206.82
par value $.01
per share
___________________________________

	1  Estimated solely for the purpose of calculating the registration 
fee.  Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as 
amended, the registration fee has been calculated based upon a price of $11.375
per share, the average of the high and low sales prices as reported in the 
consolidated reporting system (NASDAQ) for the Registrant's Common Stock on 
October 8, 1997.

		Pursuant to Rule 429 under the Securities Act of 1933, the 
Prospectus to which this Registration Statement and Post-Effective Amendment to 
Registration Statement relate is a combined prospectus and relates to 
Registration Statement 33-80242 filed by the Registrant.  The Post-Effective 
Amendment constitutes Post-Effective Amendment No. 1 to Registration Statement 
No. 33-80242 and shall become effective upon filing in accordance with Section 
8(c) of the Securities Act of 1933 and Rule 464 promulgated thereunder.

			       Explanatory Note

		This Registration Statement covers shares of Common Stock 
issuable under the Monroc, Inc. 1994 Stock Option Plan. 200,000 shares of 
Common Stock issuable under the 1994 Stock Option Plan were originally 
registered pursuant to the Registrant's Registration Statement on Form S-8 
(File No. 33-80242).  This Registration Statement covers an additional 60,000 
shares of Common Stock issuable under the 1994 Stock Option Plan as a result of 
the approval by the stockholders of the Company of an amendment to the 1994 
Stock Option Plan on May 21, 1997.









				      2
<PAGE>
				    PART I

	INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


	The documents containing the information specified in Part I of 
Form S-8 will be sent or given to employees as specified by Rule 428(b)(1).  
Such documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  
These documents and the documents incorporated by reference in this 
Registration Statement pursuant to Item 3 of Part II of Form S-8, taken 
together, constitute a prospectus that meets the requirements of Section 10(a) 
of the Securities Act of 1933, as amended (the "Securities Act").

	The following prospectus filed as part of this Registration 
Statement has been prepared in accordance with the requirements of Part I of 
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for 
reofferings and resales of Common Shares previously acquired by the persons 
named therein upon the exercise of options granted under the Monroc, Inc. 1994 
Stock Option Plan.















				      3
<PAGE>
			     REOFFER PROSPECTUS
			    --------------------
				 
				 MONROC, INC.
			       1730 Beck Street
			  Salt Lake City, Utah 84116
			  (Telephone) (801) 359-3701


		  260,000 Shares of Common Stock under the
		     Monroc, Inc. 1994 Stock Option Plan


	This Prospectus relates to the offer and sale of 260,000 shares of 
Common Stock, $.01 par value (the "Shares"), of Monroc, Inc. (the "Company") 
which may be offered hereby from time to time by any or all of the selling 
shareholders named herein (the "Selling Shareholders").   The Shares offered 
hereby have been or will be acquired pursuant to the exercise of options that 
have been granted by the Company pursuant to its 1994 Stock Option Plan (the 
"Plan").  Any Shares which are offered hereby will be offered for the 
respective accounts of the Selling Shareholders.  This Prospectus does not 
relate to the sale or issuance by the Company of any securities.  The Company 
will not receive any proceeds from the sale of the Shares by the Selling 
Shareholders.  The Company will receive an amount equal to the exercise prices 
of the options relating to the Shares.

	All or a portion of the Shares offered hereby may be offered for 
sale, from time to time, in the NASDAQ National Market System ("NMS"), or 
otherwise, at prices and terms then obtainable.  All brokers' commissions or 
discounts will be paid by the Selling Shareholders.  However, any securities 
covered by this Prospectus which qualify for sale pursuant to Rule 144 under 
the Securities Act of 1933, as amended (the "Securities Act"), may be sold 
under Rule 144 rather than pursuant to this Prospectus.  All expenses incurred 
in connection with the preparation and filing of this Prospectus and the 
related Registration Statement are being borne by the Company.

	The Company's Common Stock is traded through the NASDAQ National 
Market System under the symbol "MROC".  On October 8, 1997, the closing bid 
price for the Company's Common Stock as reported by the NMS was $11.375 per 
share.

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

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

                The date of this Prospectus is October 8, 1997













<PAGE>
	No person has been authorized 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.  Neither the delivery 
of this Prospectus nor any offer, solicitation or sale made hereunder shall, 
under any circumstances, create an implication that there has been no change in 
the affairs of the Company since the date hereof or that the information herein 
is correct as of any time subsequent to its date.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is unlawful to make any such offer
or solicitation.

			      AVAILABLE INFORMATION

	The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance 
therewith files reports and other information with the Securities and Exchange 
Commission (the "Commission").  Reports, proxy materials and other information 
filed by the Company with the Commission can be inspected and copied at the 
public reference facilities maintained by the Commission at Room 1024, 450 
Fifth Street, N.W., Washington, D.C. 20549; Seven World Trade Center, Suite 
1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street, 
Suite 1400, Chicago, Illinois 60661.  Copies of such material may also be 
obtained at prescribed rates from the Public Reference Branch of the Commission 
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.  
This information is also available from the Commission's Internet web site at 
http://www.sec.gov.

		INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated herein by reference:

	(a)     The Company's Annual Report on Form 10-K for the year ended 
December 31, 1996; 

	(b)     All other reports filed by the Company pursuant to Section 
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-K Annual Report referred to in (a) above; and

	(c)     The description of the Common Stock of the Company which is 
contained in the Company's Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Exchange Act, effective May 5, 1994, including any 
amendment thereto or report filed under the Exchange Act for the purpose of 
updating such description.

	All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this 
Prospectus and prior to the filing of a post-effective amendment which 
indicates that all securities being offered pursuant hereto have been sold or 
which deregisters all such securities then remaining unsold, also shall be 
deemed to be incorporated by reference in this Prospectus and to be a part 
hereof from the date of filing of such documents.

	The Company will provide without charge to each person to whom a 
copy of this Prospectus has been delivered, upon the written or oral request of 
such person a copy of any or all of the documents which have been or may be 
incorporated by reference in this Prospectus (other than exhibits to such 
documents, unless such exhibits are specifically incorporated by reference into 
such documents).  Requests should be directed to Monroc, Inc., 1730 Beck 
Street, Salt Lake City, Utah 84116 (Telephone number (801) 359-3701), 
Attention: Secretary.

				      2
<PAGE>
	Any statement contained herein or in a document or information 
incorporated or deemed to be incorporated herein by reference shall be deemed 
to be modified or superseded for purposes of this Prospectus to the extent that 
a statement contained herein or in any subsequently filed document which also 
is, or is deemed to be, incorporated herein by reference, modifies or 
supersedes such statement.  Any statement so modified or superseded shall not 
be deemed, except as modified or superseded, to constitute a part of this 
Prospectus.  All information appearing in this Prospectus is qualified in its 
entirety by the information and financial statements (including notes thereto) 
appearing in the documents incorporated herein by reference, except to the 
extent set forth in the immediately preceding statement.

				THE COMPANY

	The Company was incorporated in Delaware in 1986 and is the 
successor to a Utah corporation which was incorporated in 1920.  The Company 
was organized in 1986 to purchase the assets of its predecessor corporation 
through a leveraged Employee Stock Ownership Plan.  

	The Company produces and sells to the construction industry, ready-
mix concrete, prestressed and precast concrete building components, sand and 
gravel products, and accessories for the concrete trade.  The Company owns 18 
plants in Utah, Idaho and Wyoming.  Its products are sold in Utah, Idaho, 
Wyoming and adjoining states, including Colorado, Nevada, Arizona, Montana and 
New Mexico and, to a lesser extent, Washington, Oregon and California.

	The Company's Wyoming operations, purchased in 1994, are also 
equipped to do certain construction projects, such as irrigation ditch lining, 
road grading and excavation, and to rent equipment for such projects.  In 
addition, the Company sells concrete accessories for use in the finishing of 
concrete primarily through its Idaho and Wyoming operations.  The revenues 
generated by the foregoing construction activities in connection with the 
Company's Wyoming operations and the sale of concrete accessories account for 
only a small percentage of the Company's total revenues.

			     PLAN OF DISTRIBUTION

	The Shares are being offered for the respective accounts of the 
Selling Shareholders.  The Company will not receive any proceeds from the sale 
of any Shares by the Selling Shareholders.  The Company will receive an amount 
equal to the exercise prices of any options which are exercised by the Selling 
Shareholders.

	The Selling Shareholders have advised the Company that all or a 
portion of the Shares offered hereby may be offered for sale, from time to 
time, in the NASDAQ National Market System, or otherwise, at prices and terms 
then available in brokers' transactions, negotiated transactions or otherwise. 
 There is no assurance that any of the Selling Shareholders will sell any or 
all of the Shares offered by them.

	In connection with the sale of Shares offered hereby, the Selling 
Shareholders and any dealers that participate with the Selling Shareholders in 
the distribution of such Shares may be deemed to be underwriters and any 
commissions received by them and any profit on the resale of Common Shares 
positioned by them might be deemed to be underwriting discounts and commissions 
under the Securities Act.


				      3
<PAGE>
			   SELLING SHAREHOLDERS

	This Prospectus covers the offer and sale of 260,000 shares of 
Common Stock which may be, or have been, acquired by the Selling Shareholders 
upon the exercise of options ("Options") granted under the Plan.  

	The following table and accompanying footnotes set forth (i) the 
name and position with the Company of each Selling Shareholder, (ii) the number 
of shares of Common Stock beneficially owned by each Selling Shareholder as of 
June 30, 1997 (including Options which are currently exercisable or exercisable 
within 60 days of the date hereof ("Currently Exercisable Options")), (iii) the 
number of shares of Common Stock which each Selling Shareholder has acquired 
pursuant to the Plan or may acquire pursuant to the exercise of Options granted 
to such Selling Shareholder under the Plan, some or all of which shares of 
Common Stock may be sold from time to time pursuant to this Prospectus, and 
(iv) the number of shares of Common Stock and the percentage, if 1% or more, of 
the Company's outstanding shares of Common Stock to be beneficially owned by 
each Selling Shareholder after completion of this offering, assuming the sale 
of all Shares offered hereby.  The table includes all persons who are eligible 
to resell Shares hereunder and the amount of Shares available to be resold 
after the exercise of Options granted to each such Selling Shareholder, whether 
or not such Selling Shareholder has a present intent to resell.  There is no 
assurance that any of the Selling Shareholders will sell any or all of the 
Shares offered by them hereunder.

					Number of Common Shares
			   -------------------------------------------------     
      (i)                       (ii)                 (iii)           (iv)

Name and Position
with the Company          Beneficially         Maximum        Beneficially
Within the Past           Owned as of          Offered        owned after
Three Years              June 30, 1997         Hereby(a)      Offering(b)
-----------------       ----------------     ------------    --------------

James E. Dahl               13,000              13,000                0  
Director                    

William T. Lightcap          5,000               5,000                0         
Director         

Jules Ross                  10,000              10,000                0  
Director

L. William Rands            43,658              17,000           26,658
Vice President -
Finance

Delbert H. Tanner           13,000              13,000                0  
Director

	(a)     Includes the number of shares of Common Stock which each 
Selling Shareholder has acquired pursuant to the Plan or may acquire pursuant 
to the exercise of Options granted to such Selling Shareholder under the Plan 
(whether or not they are currently exercisable options), some or all of which 
shares of Common Stock may be sold from time to time pursuant to this 
Prospectus.

				      4
<PAGE>
	(b)     Assumes that all shares of Common Stock offered hereby are 
sold.   Each amount in this column represents less than 1% of the outstanding 
Common Stock as of June 30, 1997.
      
  As of June 30, 1997, there were 4,467,000 outstanding shares of Common Stock.

			DESCRIPTION OF COMMON STOCK

	The following summary of the terms and provisions of the Company's 
Common Stock does not purport to be complete and is qualified in its entirety 
by reference to the pertinent sections of the Company's Certificate of 
Incorporation and its By-laws.

	The Company is authorized to issue 20,000,000 shares of Common 
Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01 par value. 
 At June 30, 1997, 4,467,000 shares of Common Stock were issued and outstanding 
and 260,000 shares of Common Stock were reserved for issuance upon the exercise 
of options pursuant to the Plan.  No shares of Preferred Stock were outstanding 
on such date.

Common Stock

	Subject to the rights and preferences of any shares of Preferred 
Stock which may be issued by the Company, as described below, the holders of 
shares of Common Stock of the Company are entitled to share equally on a per 
share basis in such dividends as may be declared by the Board of Directors out 
of funds legally available therefor.  There are presently no plans to pay 
dividends with respect to the shares of Common Stock.  Upon liquidation, 
dissolution or winding-up of the Company, after payment of creditors and the 
holders of any senior securities of the Company, the assets of the Company will 
be divided pro rata on a per share basis among the holders of the shares of 
Common Stock.  There are no conversion or redemption privileges with respect to 
the Common Stock.

	Holders of shares of Common Stock of the Company are entitled to 
cast one vote for each share held at all stockholders' meetings for all 
purposes, including the election of directors.  The Common Stock does not have 
cumulative voting rights, which means that the holders of more than 50% of the 
Common Stock can elect 100% of the Directors of the Company if they choose to 
do so.  The By-laws of the Company require that only a majority of the issued 
and outstanding shares of Common Stock of the Company need be represented to 
constitute a quorum and to transact business at a stockholders' meeting.

Preferred Stock

	The Company's authorized shares of Preferred Stock can be issued 
with such designations, rights and preferences as may be determined from time 
to time by the Board of Directors.  Accordingly, the Board of Directors is 
empowered, without shareholder approval, to issue Preferred Stock with 
dividend, liquidation, conversion, voting or other rights which could adversely 
affect the voting power or other rights of holders of the Company's Common 
Stock.  In the event of issuance, the Preferred Stock could be utilized, under 
certain circumstances, as a method of discouraging, delaying or preventing a 
change in control of the Company.  The Company has no present intention to 
issue any shares of its Preferred Stock.




				      5
<PAGE>
Dividends

	For the foreseeable future, it is anticipated that earnings, if 
any, which may be generated from the operations of the Company, will be used to 
finance the growth of the Company and that cash dividends will not be paid to 
stockholders.

Transfer Agent

	The Registrar and Transfer Agent for the Company's Common Stock is 
First Security Bank of Utah, N.A., 79 South Main Street, Salt Lake City, Utah 
84111.

			     INDEMNIFICATION
	
	The Certificate of Incorporation of the Company provides that all 
directors, officers, employees and agents of the Company shall be entitled to 
be indemnified by the Company to the fullest extent permitted by law.

	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons controlling 
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 Securities Act and 
is, therefore, unenforceable.

			     LEGAL OPINIONS

	The validity of the Common Stock offered hereby will be passed upon 
for the Company by Van Cott, Bagley, Cornwall & McCarthy, Salt Lake City, Utah.

				EXPERTS

	The financial statements of Monroc, Inc. incorporated in this 
Prospectus by reference from the Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1996 have been audited by Grant Thornton LLP, 
independent public accountants, as stated in their reports, and have been so 
incorporated in reliance upon the authority of said firm as experts in 
accounting and auditing.











				      5
<PAGE>                                   
				    PART II

	      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

	The following documents filed with the Securities and Exchange 
Commission are incorporated herein by reference:

	(a)  The Registrant's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1996 filed pursuant to Section 13(a) of the Securities 
Exchange Act of 1934 ("Exchange Act");

	(b)  All other reports filed pursuant to Section 13(a) or 15(d) of 
the Exchange Act since the end of the fiscal year covered by the Registrant's 
document referred to in subparagraph (a), above; and

	(c)  Description of the Registrant's Common Stock, par value $.01 
per share, contained in the registration statement on Form 8-A filed pursuant 
to Section 12(g) of the Exchange Act, effective May 5, 1994, including any 
amendment thereto or report filed under the Exchange Act for the purpose of 
updating such information.

	All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to 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 in this registration statement and to be 
part hereof from the date of filing of such documents.

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

Item 4. Description of Securities.

	Not applicable as the Registrant's stock is registered under 
Section 12 of the Exchange Act.

Item 5. Interest of Named Experts and Counsel.

	Not applicable.

Item 6. Indemnification of Directors and Officers.

	The Company has entered into agreements with each director and 
officer pursuant to which the Company has agreed to indemnify each director and 
officer to the maximum extent permitted by law. 

	The Certificate of Incorporation of the Company provides that all 
directors, officers, employees and agents of the Company shall be entitled to 
be indemnified by the Company to the fullest extent permitted by law.  The 
Certificate of Incorporation also provides as follows:

				      II-1
<PAGE>
	A director, or former director, shall not be liable to the 
	corporation or to any of its stockholders for monetary damages for 
	breach of fiduciary duty as a director, provided that this 
	provision shall not eliminate or limit the liability of a director: 
	(i) for any breach of the director's duty of loyalty to the 
	corporation or its stockholders;  (ii) for acts or omissions not in 
	good faith or which involve intentional misconduct or a knowing 
	violation of law;  (iii) under section 174 of the General Corporation Law 
	of the State of Delaware, pertaining to the liability of directors 
	for unlawful payment of dividends or unlawful stock purchase or 
	redemption; or (iv) for any transaction from which the director 
	derived an improper personal benefit.

	Section 145 of the Delaware General Corporation Law ("DGCL") 
authorizes the indemnification of directors and officers against expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred in connection with any threatened, pending or 
completed action, suit or proceeding if the officer or director 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 in the case of actions by or in the right 
of the corporation, if the officer or director acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the best interest of 
the corporation, unless, despite the adjudication of liability, a court 
otherwise determines.  Indemnification also is authorized with respect to any 
criminal action or proceeding where, in addition to the above, the officer or 
director has no reasonable cause to believe that his conduct was unlawful.

	The above discussion of the Company's Certificate of Incorporation 
and Section 145 of the DGCL is only a summary and is qualified in its entirety 
by the full text of each of the foregoing.


Item 7. Exemption from Registration Claimed.

	Not applicable.

Item 8. Exhibits.

	4.01     Certificate of Incorporation of the Company 
		 (incorporated by reference to the Company's Registration 
		 Statement on Form S-1 (File No. 33-75172)).

	4.02     Amended and Restated Bylaws of the Company (incorporated 
		 by reference to the Company's Registration Statement on Form 
		 S-1 (File No. 33-75172)).

	4.03     Monroc, Inc. 1994 Stock Option Plan, as amended, (filed as 
		 Appendix B to the Company's Definitive Proxy Statement, dated 
		 April 18, 1997, and incorporated herein by reference).

	5        Opinion of Van Cott, Bagley, Cornwall & McCarthy*

	23.01    Consent of Grant Thornton LLP.*

	23.02    Consent of Van Cott, Bagley, Cornwall & McCarthy (included in 
		 Exhibit 5 to this Registration Statement)
_________________________
* Filed herewith

				      II-2
<PAGE>
Item 9. Undertakings.

	(a)  Rule 415 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;

	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 
that are incorporated by reference in the registration statement.

	(2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

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

	(b)  Subsequent Exchange Act Filings Undertakings.

	The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

	(c)  Indemnification Undertakings.

	Reference is made to the provisions of the Company's Certificate of 
Incorporation and the Delaware General Corporation Law, described in Item 6 
hereof, which provide for certain rights of indemnification for officers and 
directors of the Registrant.





				      II-3
<PAGE>
	Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.

				  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 Salt Lake City, State of Utah on September 26, 
1997.

					Monroc, Inc.                 

					By:  /s/ L. William Rands          
					    ---------------------------    
					       L. William Rands
					       Vice President--Finance

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities indicated, on the date set forth above.

     Signature                                          Title               
     ---------                                          -----

/s/ Robert L. Miller                             Chairman of the Board
----------------------
Robert L. Miller

/s/ Ronald D. Davis                              President and Chief Executive
----------------------                           Officer(Principal Executive
Ronald D. Davis                                  Officer)
						
/s/ L. William Rands                             Vice President - Finance, 
----------------------                           Treasurer and Secretary
L. William Rands                                 (Principal Financial and
						 Accounting Officer)

/s/ William T. Lightcap                          Director
-----------------------
William T. Lightcap
 
/s/ Jules Ross                                   Director 
-----------------------
Jules Ross
 
/s/ Marc T. Scholvinck                           Director 
-----------------------
Marc T. Scholvinck

/s/ Michael A. Kane                              Director 
----------------------
Michael A. Kane

									
----------------------                           Director 
James E. Dahl           
	
/s/ Delbert H. Tanner                            Director 
---------------------
Delbert H. Tanner

				      II-4
<PAGE>
				LIST OF EXHIBITS


Item No.             Exhibit                    
--------            ---------

4.01            Certificate of Incorporation of the Company (incorporated by 
		reference to the Company's Registration Statement on Form S-1 
		(File No. 33-75172)).

4.02            Amended and Restated Bylaws of the Company (incorporated by 
		reference to the Company's Registration Statement on Form S-1 
		(File No. 33-75172)).

4.03            Monroc, Inc. 1994 Stock Option Plan, as amended, (filed as 
		Appendix B to the Company's Definitive Proxy Statement, dated 
		April 18, 1997, and incorporated herein by reference).

5               Opinion of Van Cott, Bagley, Cornwall & McCarthy

23.01           Consent of Grant Thornton LLP.

23.02           Consent of Van Cott, Bagley, Cornwall & McCarthy (included in 
		Exhibit 5 to this Registration Statement)

 



 

 



<PAGE>
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{"company-data": {"conformed-name": "MONROC INC", "cik": "0000919016", "assigned-sic": "3270", "irs-number": "870436697", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37549", "film-number": "97693262"}, "business-address": {"street1": "1730 BECK ST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84116", "phone": "8013593701"}, "mail-address": {"street1": "1730 BECK STREET", "city": "SALT LAKE CITY", "state": "UT", "zip": "84116"}}
As filed with the Securities and Exchange Commission on October 9, 1997
						   Registration No. 333-_____
                                                   Registration No. 33-80242
                                              (Post-Effective Amendment No. 1)

		      SECURITIES AND EXCHANGE COMMISSION
			   Washington, D.C. 20549
			   ______________________

				 FORM S-8
			 REGISTRATION STATEMENT
				  Under
			THE SECURITIES ACT OF 1933
			  _______________________

				MONROC, INC.
				------------
	  (Exact name of registrant as specified in its charter)

	 Delaware                                         87-0436697
-------------------------------                      -------------------
(State or other jurisdiction of                       (I.R.S. Employer 
 incorporation or organization)                      Identification No.)      

			      1730 Beck Street
			 Salt Lake City, Utah 84116
		 ----------------------------------------
		 (Address of Principal Executive Offices)
			 _______________________

			       MONROC, INC.
			 1994 STOCK OPTION PLAN
			 ----------------------
			(Full title of the plan)

			     L. William Rands
			 Vice President--Finance
			       Monroc, Inc.
			       1730 Beck Street            
			Salt Lake City, Utah  84116
		 ---------------------------------------
		 (Name and address of agent for service)

			      (801) 359-3701
			      --------------
      (Telephone number, including area code, of agent for service)

		   Copies to: ARTHUR B. RALPH, ESQ.
		Van Cott, Bagley, Cornwall & McCarthy
		  50 South Main Street, Suite 1600
		     Salt Lake City, Utah 84144
			  (801) 532-3333
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
						Proposed
    Title of                     Proposed        Maximum
   Securities                     Maximum       Aggregate
     to be       Amount to be  Offering Price    Offering      Amount of
   Registered     Registered     Per Share 1      Price 1   Registration Fee 1
   ----------    ------------  --------------   ---------   ------------------

Common Stock,   60,000 Shares     $11.375       $682,500        $206.82
par value $.01
per share
___________________________________

	1  Estimated solely for the purpose of calculating the registration 
fee.  Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as 
amended, the registration fee has been calculated based upon a price of $11.375
per share, the average of the high and low sales prices as reported in the 
consolidated reporting system (NASDAQ) for the Registrant's Common Stock on 
October 8, 1997.

		Pursuant to Rule 429 under the Securities Act of 1933, the 
Prospectus to which this Registration Statement and Post-Effective Amendment to 
Registration Statement relate is a combined prospectus and relates to 
Registration Statement 33-80242 filed by the Registrant.  The Post-Effective 
Amendment constitutes Post-Effective Amendment No. 1 to Registration Statement 
No. 33-80242 and shall become effective upon filing in accordance with Section 
8(c) of the Securities Act of 1933 and Rule 464 promulgated thereunder.

			       Explanatory Note

		This Registration Statement covers shares of Common Stock 
issuable under the Monroc, Inc. 1994 Stock Option Plan. 200,000 shares of 
Common Stock issuable under the 1994 Stock Option Plan were originally 
registered pursuant to the Registrant's Registration Statement on Form S-8 
(File No. 33-80242).  This Registration Statement covers an additional 60,000 
shares of Common Stock issuable under the 1994 Stock Option Plan as a result of 
the approval by the stockholders of the Company of an amendment to the 1994 
Stock Option Plan on May 21, 1997.

				      2
PART I

	INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

	The documents containing the information specified in Part I of 
Form S-8 will be sent or given to employees as specified by Rule 428(b)(1).  
Such documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  
These documents and the documents incorporated by reference in this 
Registration Statement pursuant to Item 3 of Part II of Form S-8, taken 
together, constitute a prospectus that meets the requirements of Section 10(a) 
of the Securities Act of 1933, as amended (the "Securities Act").

	The following prospectus filed as part of this Registration 
Statement has been prepared in accordance with the requirements of Part I of 
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for 
reofferings and resales of Common Shares previously acquired by the persons 
named therein upon the exercise of options granted under the Monroc, Inc. 1994 
Stock Option Plan.

				      3
REOFFER PROSPECTUS
			    --------------------
				 
				 MONROC, INC.
			       1730 Beck Street
			  Salt Lake City, Utah 84116
			  (Telephone) (801) 359-3701

		  260,000 Shares of Common Stock under the
		     Monroc, Inc. 1994 Stock Option Plan

	This Prospectus relates to the offer and sale of 260,000 shares of 
Common Stock, $.01 par value (the "Shares"), of Monroc, Inc. (the "Company") 
which may be offered hereby from time to time by any or all of the selling 
shareholders named herein (the "Selling Shareholders").   The Shares offered 
hereby have been or will be acquired pursuant to the exercise of options that 
have been granted by the Company pursuant to its 1994 Stock Option Plan (the 
"Plan").  Any Shares which are offered hereby will be offered for the 
respective accounts of the Selling Shareholders.  This Prospectus does not 
relate to the sale or issuance by the Company of any securities.  The Company 
will not receive any proceeds from the sale of the Shares by the Selling 
Shareholders.  The Company will receive an amount equal to the exercise prices 
of the options relating to the Shares.

	All or a portion of the Shares offered hereby may be offered for 
sale, from time to time, in the NASDAQ National Market System ("NMS"), or 
otherwise, at prices and terms then obtainable.  All brokers' commissions or 
discounts will be paid by the Selling Shareholders.  However, any securities 
covered by this Prospectus which qualify for sale pursuant to Rule 144 under 
the Securities Act of 1933, as amended (the "Securities Act"), may be sold 
under Rule 144 rather than pursuant to this Prospectus.  All expenses incurred 
in connection with the preparation and filing of this Prospectus and the 
related Registration Statement are being borne by the Company.

	The Company's Common Stock is traded through the NASDAQ National 
Market System under the symbol "MROC".  On October 8, 1997, the closing bid 
price for the Company's Common Stock as reported by the NMS was $11.375 per 
share.

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

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

                The date of this Prospectus is October 8, 1997
No person has been authorized 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.  Neither the delivery 
of this Prospectus nor any offer, solicitation or sale made hereunder shall, 
under any circumstances, create an implication that there has been no change in 
the affairs of the Company since the date hereof or that the information herein 
is correct as of any time subsequent to its date.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is unlawful to make any such offer
or solicitation.

			      AVAILABLE INFORMATION

	The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance 
therewith files reports and other information with the Securities and Exchange 
Commission (the "Commission").  Reports, proxy materials and other information 
filed by the Company with the Commission can be inspected and copied at the 
public reference facilities maintained by the Commission at Room 1024, 450 
Fifth Street, N.W., Washington, D.C. 20549; Seven World Trade Center, Suite 
1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street, 
Suite 1400, Chicago, Illinois 60661.  Copies of such material may also be 
obtained at prescribed rates from the Public Reference Branch of the Commission 
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.  
This information is also available from the Commission's Internet web site at 
http://www.sec.gov.

		INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated herein by reference:

	(a)     The Company's Annual Report on Form 10-K for the year ended 
December 31, 1996; 

	(b)     All other reports filed by the Company pursuant to Section 
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-K Annual Report referred to in (a) above; and

	(c)     The description of the Common Stock of the Company which is 
contained in the Company's Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Exchange Act, effective May 5, 1994, including any 
amendment thereto or report filed under the Exchange Act for the purpose of 
updating such description.

	All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this 
Prospectus and prior to the filing of a post-effective amendment which 
indicates that all securities being offered pursuant hereto have been sold or 
which deregisters all such securities then remaining unsold, also shall be 
deemed to be incorporated by reference in this Prospectus and to be a part 
hereof from the date of filing of such documents.

	The Company will provide without charge to each person to whom a 
copy of this Prospectus has been delivered, upon the written or oral request of 
such person a copy of any or all of the documents which have been or may be 
incorporated by reference in this Prospectus (other than exhibits to such 
documents, unless such exhibits are specifically incorporated by reference into 
such documents).  Requests should be directed to Monroc, Inc., 1730 Beck 
Street, Salt Lake City, Utah 84116 (Telephone number (801) 359-3701), 
Attention: Secretary.

				      2
Any statement contained herein or in a document or information 
incorporated or deemed to be incorporated herein by reference shall be deemed 
to be modified or superseded for purposes of this Prospectus to the extent that 
a statement contained herein or in any subsequently filed document which also 
is, or is deemed to be, incorporated herein by reference, modifies or 
supersedes such statement.  Any statement so modified or superseded shall not 
be deemed, except as modified or superseded, to constitute a part of this 
Prospectus.  All information appearing in this Prospectus is qualified in its 
entirety by the information and financial statements (including notes thereto) 
appearing in the documents incorporated herein by reference, except to the 
extent set forth in the immediately preceding statement.

				THE COMPANY

	The Company was incorporated in Delaware in 1986 and is the 
successor to a Utah corporation which was incorporated in 1920.  The Company 
was organized in 1986 to purchase the assets of its predecessor corporation 
through a leveraged Employee Stock Ownership Plan.  

	The Company produces and sells to the construction industry, ready-
mix concrete, prestressed and precast concrete building components, sand and 
gravel products, and accessories for the concrete trade.  The Company owns 18 
plants in Utah, Idaho and Wyoming.  Its products are sold in Utah, Idaho, 
Wyoming and adjoining states, including Colorado, Nevada, Arizona, Montana and 
New Mexico and, to a lesser extent, Washington, Oregon and California.

	The Company's Wyoming operations, purchased in 1994, are also 
equipped to do certain construction projects, such as irrigation ditch lining, 
road grading and excavation, and to rent equipment for such projects.  In 
addition, the Company sells concrete accessories for use in the finishing of 
concrete primarily through its Idaho and Wyoming operations.  The revenues 
generated by the foregoing construction activities in connection with the 
Company's Wyoming operations and the sale of concrete accessories account for 
only a small percentage of the Company's total revenues.

			     PLAN OF DISTRIBUTION

	The Shares are being offered for the respective accounts of the 
Selling Shareholders.  The Company will not receive any proceeds from the sale 
of any Shares by the Selling Shareholders.  The Company will receive an amount 
equal to the exercise prices of any options which are exercised by the Selling 
Shareholders.

	The Selling Shareholders have advised the Company that all or a 
portion of the Shares offered hereby may be offered for sale, from time to 
time, in the NASDAQ National Market System, or otherwise, at prices and terms 
then available in brokers' transactions, negotiated transactions or otherwise. 
 There is no assurance that any of the Selling Shareholders will sell any or 
all of the Shares offered by them.

	In connection with the sale of Shares offered hereby, the Selling 
Shareholders and any dealers that participate with the Selling Shareholders in 
the distribution of such Shares may be deemed to be underwriters and any 
commissions received by them and any profit on the resale of Common Shares 
positioned by them might be deemed to be underwriting discounts and commissions 
under the Securities Act.

				      3
SELLING SHAREHOLDERS

	This Prospectus covers the offer and sale of 260,000 shares of 
Common Stock which may be, or have been, acquired by the Selling Shareholders 
upon the exercise of options ("Options") granted under the Plan.  

	The following table and accompanying footnotes set forth (i) the 
name and position with the Company of each Selling Shareholder, (ii) the number 
of shares of Common Stock beneficially owned by each Selling Shareholder as of 
June 30, 1997 (including Options which are currently exercisable or exercisable 
within 60 days of the date hereof ("Currently Exercisable Options")), (iii) the 
number of shares of Common Stock which each Selling Shareholder has acquired 
pursuant to the Plan or may acquire pursuant to the exercise of Options granted 
to such Selling Shareholder under the Plan, some or all of which shares of 
Common Stock may be sold from time to time pursuant to this Prospectus, and 
(iv) the number of shares of Common Stock and the percentage, if 1% or more, of 
the Company's outstanding shares of Common Stock to be beneficially owned by 
each Selling Shareholder after completion of this offering, assuming the sale 
of all Shares offered hereby.  The table includes all persons who are eligible 
to resell Shares hereunder and the amount of Shares available to be resold 
after the exercise of Options granted to each such Selling Shareholder, whether 
or not such Selling Shareholder has a present intent to resell.  There is no 
assurance that any of the Selling Shareholders will sell any or all of the 
Shares offered by them hereunder.

					Number of Common Shares
			   -------------------------------------------------     
      (i)                       (ii)                 (iii)           (iv)

Name and Position
with the Company          Beneficially         Maximum        Beneficially
Within the Past           Owned as of          Offered        owned after
Three Years              June 30, 1997         Hereby(a)      Offering(b)
-----------------       ----------------     ------------    --------------

James E. Dahl               13,000              13,000                0  
Director                    

William T. Lightcap          5,000               5,000                0         
Director         

Jules Ross                  10,000              10,000                0  
Director

L. William Rands            43,658              17,000           26,658
Vice President -
Finance

Delbert H. Tanner           13,000              13,000                0  
Director

	(a)     Includes the number of shares of Common Stock which each 
Selling Shareholder has acquired pursuant to the Plan or may acquire pursuant 
to the exercise of Options granted to such Selling Shareholder under the Plan 
(whether or not they are currently exercisable options), some or all of which 
shares of Common Stock may be sold from time to time pursuant to this 
Prospectus.

				      4
(b)     Assumes that all shares of Common Stock offered hereby are 
sold.   Each amount in this column represents less than 1% of the outstanding 
Common Stock as of June 30, 1997.
      
  As of June 30, 1997, there were 4,467,000 outstanding shares of Common Stock.

			DESCRIPTION OF COMMON STOCK

	The following summary of the terms and provisions of the Company's 
Common Stock does not purport to be complete and is qualified in its entirety 
by reference to the pertinent sections of the Company's Certificate of 
Incorporation and its By-laws.

	The Company is authorized to issue 20,000,000 shares of Common 
Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01 par value. 
 At June 30, 1997, 4,467,000 shares of Common Stock were issued and outstanding 
and 260,000 shares of Common Stock were reserved for issuance upon the exercise 
of options pursuant to the Plan.  No shares of Preferred Stock were outstanding 
on such date.

Common Stock

	Subject to the rights and preferences of any shares of Preferred 
Stock which may be issued by the Company, as described below, the holders of 
shares of Common Stock of the Company are entitled to share equally on a per 
share basis in such dividends as may be declared by the Board of Directors out 
of funds legally available therefor.  There are presently no plans to pay 
dividends with respect to the shares of Common Stock.  Upon liquidation, 
dissolution or winding-up of the Company, after payment of creditors and the 
holders of any senior securities of the Company, the assets of the Company will 
be divided pro rata on a per share basis among the holders of the shares of 
Common Stock.  There are no conversion or redemption privileges with respect to 
the Common Stock.

	Holders of shares of Common Stock of the Company are entitled to 
cast one vote for each share held at all stockholders' meetings for all 
purposes, including the election of directors.  The Common Stock does not have 
cumulative voting rights, which means that the holders of more than 50% of the 
Common Stock can elect 100% of the Directors of the Company if they choose to 
do so.  The By-laws of the Company require that only a majority of the issued 
and outstanding shares of Common Stock of the Company need be represented to 
constitute a quorum and to transact business at a stockholders' meeting.

Preferred Stock

	The Company's authorized shares of Preferred Stock can be issued 
with such designations, rights and preferences as may be determined from time 
to time by the Board of Directors.  Accordingly, the Board of Directors is 
empowered, without shareholder approval, to issue Preferred Stock with 
dividend, liquidation, conversion, voting or other rights which could adversely 
affect the voting power or other rights of holders of the Company's Common 
Stock.  In the event of issuance, the Preferred Stock could be utilized, under 
certain circumstances, as a method of discouraging, delaying or preventing a 
change in control of the Company.  The Company has no present intention to 
issue any shares of its Preferred Stock.

				      5
Dividends

	For the foreseeable future, it is anticipated that earnings, if 
any, which may be generated from the operations of the Company, will be used to 
finance the growth of the Company and that cash dividends will not be paid to 
stockholders.

Transfer Agent

	The Registrar and Transfer Agent for the Company's Common Stock is 
First Security Bank of Utah, N.A., 79 South Main Street, Salt Lake City, Utah 
84111.

			     INDEMNIFICATION
	
	The Certificate of Incorporation of the Company provides that all 
directors, officers, employees and agents of the Company shall be entitled to 
be indemnified by the Company to the fullest extent permitted by law.

	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons controlling 
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 Securities Act and 
is, therefore, unenforceable.

			     LEGAL OPINIONS

	The validity of the Common Stock offered hereby will be passed upon 
for the Company by Van Cott, Bagley, Cornwall & McCarthy, Salt Lake City, Utah.

				EXPERTS

	The financial statements of Monroc, Inc. incorporated in this 
Prospectus by reference from the Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1996 have been audited by Grant Thornton LLP, 
independent public accountants, as stated in their reports, and have been so 
incorporated in reliance upon the authority of said firm as experts in 
accounting and auditing.

				      5
PART II

	      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

	The following documents filed with the Securities and Exchange 
Commission are incorporated herein by reference:

	(a)  The Registrant's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1996 filed pursuant to Section 13(a) of the Securities 
Exchange Act of 1934 ("Exchange Act");

	(b)  All other reports filed pursuant to Section 13(a) or 15(d) of 
the Exchange Act since the end of the fiscal year covered by the Registrant's 
document referred to in subparagraph (a), above; and

	(c)  Description of the Registrant's Common Stock, par value $.01 
per share, contained in the registration statement on Form 8-A filed pursuant 
to Section 12(g) of the Exchange Act, effective May 5, 1994, including any 
amendment thereto or report filed under the Exchange Act for the purpose of 
updating such information.

	All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to 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 in this registration statement and to be 
part hereof from the date of filing of such documents.

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

Item 4. Description of Securities.

	Not applicable as the Registrant's stock is registered under 
Section 12 of the Exchange Act.

Item 5. Interest of Named Experts and Counsel.

	Not applicable.

Item 6. Indemnification of Directors and Officers.

	The Company has entered into agreements with each director and 
officer pursuant to which the Company has agreed to indemnify each director and 
officer to the maximum extent permitted by law. 

	The Certificate of Incorporation of the Company provides that all 
directors, officers, employees and agents of the Company shall be entitled to 
be indemnified by the Company to the fullest extent permitted by law.  The 
Certificate of Incorporation also provides as follows:

				      II-1
A director, or former director, shall not be liable to the 
	corporation or to any of its stockholders for monetary damages for 
	breach of fiduciary duty as a director, provided that this 
	provision shall not eliminate or limit the liability of a director: 
	(i) for any breach of the director's duty of loyalty to the 
	corporation or its stockholders;  (ii) for acts or omissions not in 
	good faith or which involve intentional misconduct or a knowing 
	violation of law;  (iii) under section 174 of the General Corporation Law 
	of the State of Delaware, pertaining to the liability of directors 
	for unlawful payment of dividends or unlawful stock purchase or 
	redemption; or (iv) for any transaction from which the director 
	derived an improper personal benefit.

	Section 145 of the Delaware General Corporation Law ("DGCL") 
authorizes the indemnification of directors and officers against expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred in connection with any threatened, pending or 
completed action, suit or proceeding if the officer or director 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 in the case of actions by or in the right 
of the corporation, if the officer or director acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the best interest of 
the corporation, unless, despite the adjudication of liability, a court 
otherwise determines.  Indemnification also is authorized with respect to any 
criminal action or proceeding where, in addition to the above, the officer or 
director has no reasonable cause to believe that his conduct was unlawful.

	The above discussion of the Company's Certificate of Incorporation 
and Section 145 of the DGCL is only a summary and is qualified in its entirety 
by the full text of each of the foregoing.

Item 7. Exemption from Registration Claimed.

	Not applicable.

Item 8. Exhibits.

	4.01     Certificate of Incorporation of the Company 
		 (incorporated by reference to the Company's Registration 
		 Statement on Form S-1 (File No. 33-75172)).

	4.02     Amended and Restated Bylaws of the Company (incorporated 
		 by reference to the Company's Registration Statement on Form 
		 S-1 (File No. 33-75172)).

	4.03     Monroc, Inc. 1994 Stock Option Plan, as amended, (filed as 
		 Appendix B to the Company's Definitive Proxy Statement, dated 
		 April 18, 1997, and incorporated herein by reference).

	5        Opinion of Van Cott, Bagley, Cornwall & McCarthy*

	23.01    Consent of Grant Thornton LLP.*

	23.02    Consent of Van Cott, Bagley, Cornwall & McCarthy (included in 
		 Exhibit 5 to this Registration Statement)
_________________________
* Filed herewith

				      II-2
Item 9. Undertakings.

	(a)  Rule 415 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;

	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 
that are incorporated by reference in the registration statement.

	(2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

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

	(b)  Subsequent Exchange Act Filings Undertakings.

	The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

	(c)  Indemnification Undertakings.

	Reference is made to the provisions of the Company's Certificate of 
Incorporation and the Delaware General Corporation Law, described in Item 6 
hereof, which provide for certain rights of indemnification for officers and 
directors of the Registrant.

				      II-3
Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.

				  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 Salt Lake City, State of Utah on September 26, 
1997.

					Monroc, Inc.                 

					By:  /s/ L. William Rands          
					    ---------------------------    
					       L. William Rands
					       Vice President--Finance

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities indicated, on the date set forth above.

     Signature                                          Title               
     ---------                                          -----

/s/ Robert L. Miller                             Chairman of the Board
----------------------
Robert L. Miller

/s/ Ronald D. Davis                              President and Chief Executive
----------------------                           Officer(Principal Executive
Ronald D. Davis                                  Officer)
						
/s/ L. William Rands                             Vice President - Finance, 
----------------------                           Treasurer and Secretary
L. William Rands                                 (Principal Financial and
						 Accounting Officer)

/s/ William T. Lightcap                          Director
-----------------------
William T. Lightcap
 
/s/ Jules Ross                                   Director 
-----------------------
Jules Ross
 
/s/ Marc T. Scholvinck                           Director 
-----------------------
Marc T. Scholvinck

/s/ Michael A. Kane                              Director 
----------------------
Michael A. Kane

									
----------------------                           Director 
James E. Dahl           
	
/s/ Delbert H. Tanner                            Director 
---------------------
Delbert H. Tanner

				      II-4
LIST OF EXHIBITS

Item No.             Exhibit                    
--------            ---------

4.01            Certificate of Incorporation of the Company (incorporated by 
		reference to the Company's Registration Statement on Form S-1 
		(File No. 33-75172)).

4.02            Amended and Restated Bylaws of the Company (incorporated by 
		reference to the Company's Registration Statement on Form S-1 
		(File No. 33-75172)).

4.03            Monroc, Inc. 1994 Stock Option Plan, as amended, (filed as 
		Appendix B to the Company's Definitive Proxy Statement, dated 
		April 18, 1997, and incorporated herein by reference).

5               Opinion of Van Cott, Bagley, Cornwall & McCarthy

23.01           Consent of Grant Thornton LLP.

23.02           Consent of Van Cott, Bagley, Cornwall & McCarthy (included in 
		Exhibit 5 to this Registration Statement)