SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC 20549

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

                     GOLDEN TRIANGLE INDUSTRIES, INC.
          (Exact name of registrant as specified in its charter)

            Colorado                               25-1302097  
(State or other jurisdiction of                 (IRS Employer
 incorporation or organization)                    ID Number)

          8504 Sonoma Valley N.E., Albuquerque, New Mexico 87122
                             (505) 856-5075                         
      (Address, including zip code, and telephone number, including  
         area code, of registrant's principal executive office) 
         
                           STOCK COMPENSATION PLAN
                           (Full title of the plan)

                     Golden Triangle Industries, Inc.
          8504 Sonoma Valley N.E., Albuquerque, New Mexico 87122
                  (Name and address of agent for service)

                              (505) 856-5075                       
       (Telephone number, including area code, of agent for service)


                      CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------
 Title of                  Proposed          Proposed 
securities       Amount    maximum           maximum       Amount of
  to be          to be    offering price    aggregate     registration
registered      Registered  per share     offering price      fee
----------------------------------------------------------------------
Common Stock     200,000      (1)             (1)           $431.44
Par Value $.001                                                (2)  
----------------------------------------------------------------------

1.  The Company will not receive any proceeds from the issuance of the
    shares.
2.  For purposes of determining the registration fee, the fee will be
    calculated on the maximum number of Common Shares to be registered
    (200,000) at the average of the high ($7.50)and low ($7.125) prices on
    September 9, 1998 as reported by NASDAQ.

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<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. and Item 2.

Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
I of Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

The following documents which have been filed by the Company with the
Commission are incorporated herein by reference and made a part hereof.

(1) The Company's Form 10-K for the year ended December 31, 1997.
(2) The Company's Form 10-Q for the quarter ended March 31, 1998.
(3) The Company's Form 10-Q for the quarter ended June 30, 1998.

All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of Common Stock made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated by reference into this Prospectus
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies and supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all documents incorporated by reference
which have been filed with the Commission. Requests for such copies should
be directed to the Company at P. O. Box 22010, Albuquerque, New Mexico
87154, telephone (505) 856-5075.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

None.

Item 6.  Indemnification of Directors and Officers

The Colorado Business Corporation Act (the "CBCA") provides for the
indemnification of the Registrant's directors, officers, employees,
fiduciaries and agents against liabilities which they may incur in such
capacities.  A summary of the circumstances in which such indemnification
is allowable is provided below, but that description is qualified in its
entirety by reference to the relevant section of the CBCA.

In general, the CBCA provides that any director may be indemnified, by
providing advances or reimbursements against liabilities (including the
obligation to pay a judgment, settlement, penalty, fine or reasonable
expense), incurred in a proceeding (including any civil, criminal or
investigative proceeding whether threatened, pending or completed) to which
the director was made a party because he is or was a director, except that,
if the proceeding is brought by or in the right of the Registrant,
indemnification is permitted only with respect to reasonable expenses
incurred in connection with the proceeding. The CBCA prohibits
indemnification of a director in connection with a proceeding brought by or
in the right of the Registrant in which a director is adjudged liable to
the Registrant, or in connection with any proceeding charging improper
personal benefit to the director in which the director is adjudged liable
for receipt of an improper personal benefit.

Indemnity may be provided if the director's actions resulting in the
liability: (I) were taken in good faith; (ii) were reasonably believed to
have been in the Registrant's best interest with respect to actions taken
in the director's official capacity; (iii) were reasonably believed not to
be opposed to the Registrant's best interest with respect to actions other
than those taken in the directors's official capacity; and (iv) with
respect to any criminal action, the director had no reasonable cause to
believe his or her conduct was unlawful.  Indemnification may be awarded
only after the applicable standard of conduct has been met by the director
to be indemnified as determined by (I) a majority vote of a quorum of the
Board of Directors or, if a quorum cannot be obtained, by committee thereof
consisting of directors not parties to the proceeding; (ii) by independent
legal counsel selected by the Board of Directors; or (iii) by the
shareholders.

The CBCA further provides that unless limited by the Registrant's articles
of incorporation, a director or officer who is wholly successful, on the
merits or otherwise, in defense of any proceeding to which he was a party,
is entitled to receive indemnification against reasonable expenses,
including attorney's fees, incurred in connection with the proceeding.  The
Registrant's amended articles of incorporation do not limit the foregoing
provisions.

The Registrant may indemnify or advance expenses to an officer, employee,
fiduciary or agent who is not a director to a greater extent than permitted
for indemnification of directors, if consistent with law and if provided
for by its articles of incorporation, bylaws, resolution of its
shareholders or directors or in a contract.  The provision of
indemnification to persons other than directors is subject to such
limitations as may be imposed on general public policy grounds.

Unless limited by the Registrant's articles of incorporation, upon petition
by a director or officer, a court may order the Registrant to indemnify
such director or officer against liabilities arising in connection with any
proceeding.  A court may order the Registrant to provide such
indemnification, whether or not he was entitled to indemnification by the
Registrant.  To order indemnification, the court must determine that the
director or officer is fairly and reasonably entitled to indemnification in
light of the circumstances.  With respect to liability incurred by a
director or officer, or in any proceeding where liability results on the
basis that a personal benefit was received improperly, a court may only
require that the director or officer be indemnified as to reasonable
expenses incurred. The Registrant's amended articles of incorporation do
not limit the foregoing provisions.

The CBCA specifies that any provisions for indemnification of or advances
for expenses to directors which may be contained in the Registrant's
articles of incorporation, bylaws, resolutions of its shareholders or
directors, or in a contract (except for insurance policies) shall be valid
only to the extent such provisions are consistent with the CBCA and any
limitations upon indemnification set forth in the articles of
incorporation.

The CBCA also grants the power to the Registrant to purchase and maintain
insurance policies which protect any director, officer, employee, fiduciary
or agent against any liability asserted against or incurred by them in such
capacity arising out of their status as such.  Such policies may provide
for indemnification whether or not the corporation would otherwise have the
power to provide for it.  No such policies have been obtained by the
Registrant.

Article VII of the Company's Articles of Incorporation provides as follows:

"The Corporation shall indemnify, to the full extent permitted by law, any
person who is or was a director, officer, agent, fiduciary or employee of
the Corporation against any claim, liability or expense arising against or
incurred by such person as a result of actions reasonably taken by him at
the direction of the Corporation. The Corporation shall further have the
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances and
to maintain insurance providing such indemnification."

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended,  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 of 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.

Item 7.   Exemption From Registration Claimed

Not applicable.

Item 8.  Exhibits

Copies of the following documents have been included as Exhibits to this
Registration Statement.

Exhibit 1  -  Stock Compensation Plan
Exhibit 2  -  Opinion of Counsel of Howard B. Siegel, Attorney-at-Law
Exhibit 3  -  Consent of Independent Certified Public Accountants - 
              BDO Seidman, LLP

Item 9.   Undertakings

The undersigned registrant hereby undertakes to deliver or cause to be
delivered with this prospectus, to each person to whom the prospectus is
sent or given, the latest annual report on Form 10- K to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.

The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated herein by reference into the prospectus,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. 
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.

The registrant undertakes that every prospectus (I) that is filed pursuant
to paragraph 1 above, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes 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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 as amended, 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, as amended, 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 Houston, State of Texas, on
September 9, 1998.


                                   GOLDEN TRIANGLE INDUSTRIES, INC.

                                   By:  /s/ KENNETH OWENS         
                                   Kenneth Owens, President and
                                   Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

       Signature                Title                     Date       


   /s/ KENNETH OWENS     Chairman of the Board      September 9, 1998
Kenneth Owens            and President


   /s/ ROBERT EARLY      Chief Financial            September 9, 1998
Robert Early             Officer, Principal
                         Accounting Officer

   /s/ HOWARD SIEGEL     Director                   September 9, 1998
Howard Siegel


   /s/ KAREN LEE         Director                   September 9, 1998
Karen Lee


   /s/ GLENN GAGNON      Director                   September 9, 1998
Glenn Gagnon


   /s/ DAVID MCFARLANE   Director                   September 9, 1998
David McFarlane

                             INDEX TO EXHIBITS

Exhibit 1  -  Stock Compensation Plan
Exhibit 2  -  Opinion of Counsel of Howard B. Siegel, Attorney-at-Law
Exhibit 3  -  Consent of Independent Certified Public Accountants - 
              BDO Seidman, LLP

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<PAGE>
<PAGE>
EXHIBIT 1
                     Golden Triangle Industries, Inc.
                          STOCK COMPENSATION PLAN
                              200,000 Shares
                      Common Stock ($.001 Par Value)

Golden Triangle Industries, Inc., a Colorado corporation, (the "Company" or
"GOLDEN TRIANGLE INDUSTRIES, INC.") is registering 200,000 shares (the
"Shares") of the Company's common stock, par value $0.001 per share (the
"Common Stock").  The Shares being registered are those which will be
issued under the Stock Compensation Plan to employees, officers, directors,
agents, consultants, or advisors (the "Employees").
  
The Common Stock is listed on the NASDAQ Market Small Capital Issues and
trades under the NASDAQ symbol "GOLDEN TRIANGLE INDUSTRIES, INC.".  On
September 9, 1998 the last sales price of GOLDEN TRIANGLE INDUSTRIES, INC.
shares, as reported by NASDAQ, was $7.125 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 principal executive offices of GOLDEN TRIANGLE INDUSTRIES, INC. are
located at 8504 Sonoma Valley N.E., Albuquerque, New Mexico 87122,
telephone (505) 856-5075.

             The date of this Prospectus is September 9, 1998.

                           AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC
20549, and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661 and at
7 World Trade Center, 13th Floor, New York, New York 10048.  Copies of such
material can be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, DC 20549.  The Common Shares are traded
on NASDAQ, and such reports and other information concerning the Company
may be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street N.W., Washington, DC 20006.

This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement")
filed by the Company with the Commission under the Securities Act of 1933,
as amended ("Securities Act").  As permitted by the rules and regulations
of the Commission, this Prospectus omits certain information contained in
the Registration Statement, and reference is made to the Registration
Statement for further information with respect to the Company and the
shares of Common Stock registered under the Registration Statement.  Any
statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete, and in each instance reference is
made to the copy of such document so filed.  Each such statement is
qualified in its entirety by such reference.

              Incorporation of Certain Documents by Reference

The following documents which have been filed by the Company with the
Commission are incorporated herein by reference and made a part hereof.

(1) The Company's Form 10-K for the year ended December 31, 1997.
(2) The Company's Form 10-Q for the quarter ended March 31, 1998.
(3) The Company's Form 10-Q for the quarter ended June 30, 1998.

All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of Common Stock made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated by reference into this Prospectus
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies and supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all documents incorporated by reference
which have been filed with the Commission.  Requests for such copies should
be directed to the Company at P. O. Box 22010, Albuquerque, New Mexico
87154, telephone (505) 856-5075.

                        INFORMATION ON THE COMPANY

The following information concerning GOLDEN TRIANGLE INDUSTRIES, INC. may
be obtained by referring to the Form 10-K for the year ended December 31,
1997 incorporated herein by reference - Business, Properties, Market
Information, Selected Financial Data, Management's Discussion, Financial
Statements, Management, Compensation, Security Ownership, and Certain
Relationships and Related Transactions.

                          DESCRIPTION OF THE PLAN

Purpose of the Plan

The primary purpose of the Stock Compensation Plan (the "Plan") is to
provide payment for services to employees, officers, directors, agents,
consultants and advisors (the "Employees") through the issuance of Common
Stock.  This will enable Employees to acquire a proprietary interest in the
Company and to share in the growth of the Company.  The ownership of
Company stock will encourage and provide incentives for high level
performance by the Employees.
  
Administration and Interpretation

The Plan will be administered by the Board of Directors of the Company (the
"Board").  The Board shall have full authority to establish procedures for
administration of the Plan and to interpret the Plan.  Its interpretation
will be final, conclusive and binding.  The Plan will be in duration until
terminated by the Board.

The Board will have the authority to select the Employees who will receive
Shares, to determine the number of Shares to be issued, and to determine
the date the Shares will be issued.

Questions to the Board may be directed to:

          Golden Triangle Industries, Inc.
          P. O. Box 22010
          Albuquerque, NM 87154
          (505) 856-5075
          (505) 857-9993 fax

Eligibility

The eligibility of the Employees to receive shares will be determined by
the Board.

Securities Offered

Common Stock being registered for issuance under the Plan totals 200,000
shares.

Certificates

Certificates will be issued to Employees who are entitled to Shares under
the Plan.

Reports

Employees will receive copies of all communications sent to holders of
Common Stock.  All such information will be addressed to the latest address
of record; therefore, it is important that Employees promptly notify the
transfer agent department of any change of address.

Federal Income Tax Consequences

The following discussion relates to the material federal income tax
consequences of participation in the Plan.  The effect of such tax
consequences upon any Employee will depend upon such Employee's individual
circumstances which, together with the state and local tax consequences of
participation, should be discussed by each Employee with his tax advisor to
determine the tax considerations related to the receipt of Shares under the
Plan.

An Employee's tax basis for shares of Common Stock received for
compensation pursuant to the Plan should be equal to the market value of
the Shares on the date of issuance (closing price as reported on NASDAQ)
and should be reported as income.  Gain or loss will be realized by the
Employee only when the shares are sold.

THE COMPANY CANNOT ASSURE A TAX PROFIT OR PROTECT AGAINST A TAX LOSS ON
SHARES ISSUED UNDER THE PLAN.

                              USE OF PROCEEDS

The Company will not receive any proceeds from the issuance of the Shares.

                                 DILUTION

Since it is impossible to determine how many of the 200,000 shares will
ultimately be issued in the Plan, it is difficult to determine how much
dilution will occur.  However, the issuance of additional shares does cause
dilution of the shareholders' interests.  In addition to the 200,000 shares
in this offering, the Company's Board of Directors may authorize the
issuance of additional Common Shares in the future in order to provide for
further capitalization of the Company or other corporate purposes, which
could cause further dilution of the shareholders' interests.

                         DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock and 1,000,000 shares of Preferred Stock.  There are
currently 596,264 shares outstanding of Common Stock, and 57,028 shares
outstanding of Preferred Stock.

The Common Shares are traded on the over-the-counter market and are listed
on the NASDAQ Small Capital Issues under the symbol "GOLDEN TRIANGLE
INDUSTRIES, INC.".

Dividend Rights

The holders of GOLDEN TRIANGLE INDUSTRIES, INC. shares are entitled to
share equally, share for share, in such dividends as might be approved by
the Board of Directors, and are compatible with the applicable laws of
Colorado relating to payment of dividends by corporations.   

Voting Rights

Holders of GOLDEN TRIANGLE INDUSTRIES, INC. are entitled to one vote for
each share on all matters voted upon by shareholders.  Pursuant to GOLDEN
TRIANGLE INDUSTRIES, INC.'s By-Laws, at all meetings of shareholders, 45%
of the shares entitled to vote at such meeting, represented in person or by
proxy, constitute a quorum, and a majority of the shares represented are
required for an affirmative vote.  Pursuant to Colorado Law, holders of
GOLDEN TRIANGLE INDUSTRIES, INC. shares may take action without a meeting
only upon written consent of all shareholders entitled to vote on the
proposed action.  Cumulative voting rights are not available to GOLDEN
TRIANGLE INDUSTRIES, INC. shareholders.  GOLDEN TRIANGLE INDUSTRIES, INC.'s
By-Laws were adopted by its Board of Directors, and may be repealed by the
Board of Directors.

There are no Colorado Law provisions specifically regulating takeover bids
or the acquisition of a controlling interest.

Although Colorado Law provisions impose conditions on GOLDEN TRIANGLE
INDUSTRIES, INC.'s ability to repurchase its own shares, there are no
provisions requiring shareholder approval of such repurchases.

Preemptive Rights - Holders of GOLDEN TRIANGLE INDUSTRIES, INC. shares have
no preemptive rights.

Liability of Directors - The Articles of Incorporation of GOLDEN TRIANGLE
INDUSTRIES, INC. have provisions for limitation of liability of directors.

Liquidation Rights - In the event of liquidation, dissolution or winding up
the affairs of GOLDEN TRIANGLE INDUSTRIES, INC., whether voluntary or
involuntary, the holders of the Company's shares are entitled to share, on
a share to share basis, in any of the assets or funds which are
distributable to its shareholders upon such liquidation, dissolution, or
winding up.  Such distribution would be subject to the prior rights of
creditors of each corporation.

Assessment and Redemption - GOLDEN TRIANGLE INDUSTRIES, INC. shares to be
issued are fully paid and non-assessable.

Transfer Agent - The Company acts as its own transfer agent through its
Transfer Agent Department at 104 Fossil Court, Springtown, Texas   76082.
                                    
                                    
                                    
                                 EXPERTS

The financial statements incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP, independent certified public accountants,
to the extent and for the periods set forth in their report incorporated
herein by reference, and are incorporated herein in reliance upon such
report given upon the authority of said firm as experts in auditing and
accounting.

                               LEGAL MATTERS

Certain legal matters, including the validity of the Common Stock being
offered hereby, will be passed upon for the Company by Howard Siegel,
Attorney-at-Law, P. O. Box 940572, Houston, Texas 77094.

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<PAGE>
<PAGE>
EXHIBIT 2
                             HOWARD B. SIEGEL
                              ATTORNEY AT LAW
                             P. O. Box 940572
                           Houston, Texas 77094
                              (713) 513-0152



September 4, 1998

Golden Triangle Industries, Inc.
P. O. Box 22010
Albuquerque, NM   87154-2010

Re:  Registration Statement on Form S-8 - Stock Compensation Plan

Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities
and Exchange Commission (the "Commission") with respect to the registration
by Golden Triangle Industries, Inc. (the "Company") of 200,000 shares of
Common Stock, par value of $.001 per share (the "Common Stock"), issued for
the Plan.

In my capacity as general counsel to the Company, I have examined the
original, certified, conformed, photostat or other copies of the Plan, the
Company's Certificate of Incorporation (as amended), By-Laws and corporate
resolutions provided to me by the Company.  In all such examinations, I have
assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to me
as conformed, photostat or other copies.  In passing upon certain corporate
records and the documents of the Company, I have necessarily assumed the
correctness and completeness of the statements made or included therein by
the Company, and I express no opinion thereon.

Based upon and in reliance of the foregoing, I am of the opinion that the
Common Stock, when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.

I hereby consent to the use of this opinion in the Registration Statement on
Form S-8 to be filed with the Commission.

Very truly yours,


 /s/ Howard B. Seigel
Howard B. Siegel


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<PAGE>
EXHIBIT 3

                                CONSENT OF 
                 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Golden Triangle Industries, Inc.
Albuquerque, NM


We hereby consent to the incorporation by reference in the prospectus
constituting a part of this Registration Statement of our report dated
February 18, 1998, relating to the consolidated financial statements of
Golden Triangle Industries, Inc. and subsidiaries appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.


                              /s/ BDO Seidman, LLP
                              BDO SEIDMAN, LLP

Denver, Colorado
September 10, 1998
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SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC 20549

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

                     GOLDEN TRIANGLE INDUSTRIES, INC.
          (Exact name of registrant as specified in its charter)

            Colorado                               25-1302097  
(State or other jurisdiction of                 (IRS Employer
 incorporation or organization)                    ID Number)

          8504 Sonoma Valley N.E., Albuquerque, New Mexico 87122
                             (505) 856-5075                         
      (Address, including zip code, and telephone number, including  
         area code, of registrant's principal executive office) 
         
                           STOCK COMPENSATION PLAN
                           (Full title of the plan)

                     Golden Triangle Industries, Inc.
          8504 Sonoma Valley N.E., Albuquerque, New Mexico 87122
                  (Name and address of agent for service)

                              (505) 856-5075                       
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------
 Title of                  Proposed          Proposed 
securities       Amount    maximum           maximum       Amount of
  to be          to be    offering price    aggregate     registration
registered      Registered  per share     offering price      fee
----------------------------------------------------------------------
Common Stock     200,000      (1)             (1)           $431.44
Par Value $.001                                                (2)  
----------------------------------------------------------------------

1.  The Company will not receive any proceeds from the issuance of the
    shares.
2.  For purposes of determining the registration fee, the fee will be
    calculated on the maximum number of Common Shares to be registered
    (200,000) at the average of the high ($7.50)and low ($7.125) prices on
    September 9, 1998 as reported by NASDAQ.

------------------------------------------------------------------------------
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. and Item 2.

Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
I of Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

The following documents which have been filed by the Company with the
Commission are incorporated herein by reference and made a part hereof.

(1) The Company's Form 10-K for the year ended December 31, 1997.
(2) The Company's Form 10-Q for the quarter ended March 31, 1998.
(3) The Company's Form 10-Q for the quarter ended June 30, 1998.

All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of Common Stock made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated by reference into this Prospectus
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies and supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all documents incorporated by reference
which have been filed with the Commission. Requests for such copies should
be directed to the Company at P. O. Box 22010, Albuquerque, New Mexico
87154, telephone (505) 856-5075.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

None.

Item 6.  Indemnification of Directors and Officers

The Colorado Business Corporation Act (the "CBCA") provides for the
indemnification of the Registrant's directors, officers, employees,
fiduciaries and agents against liabilities which they may incur in such
capacities.  A summary of the circumstances in which such indemnification
is allowable is provided below, but that description is qualified in its
entirety by reference to the relevant section of the CBCA.

In general, the CBCA provides that any director may be indemnified, by
providing advances or reimbursements against liabilities (including the
obligation to pay a judgment, settlement, penalty, fine or reasonable
expense), incurred in a proceeding (including any civil, criminal or
investigative proceeding whether threatened, pending or completed) to which
the director was made a party because he is or was a director, except that,
if the proceeding is brought by or in the right of the Registrant,
indemnification is permitted only with respect to reasonable expenses
incurred in connection with the proceeding. The CBCA prohibits
indemnification of a director in connection with a proceeding brought by or
in the right of the Registrant in which a director is adjudged liable to
the Registrant, or in connection with any proceeding charging improper
personal benefit to the director in which the director is adjudged liable
for receipt of an improper personal benefit.

Indemnity may be provided if the director's actions resulting in the
liability: (I) were taken in good faith; (ii) were reasonably believed to
have been in the Registrant's best interest with respect to actions taken
in the director's official capacity; (iii) were reasonably believed not to
be opposed to the Registrant's best interest with respect to actions other
than those taken in the directors's official capacity; and (iv) with
respect to any criminal action, the director had no reasonable cause to
believe his or her conduct was unlawful.  Indemnification may be awarded
only after the applicable standard of conduct has been met by the director
to be indemnified as determined by (I) a majority vote of a quorum of the
Board of Directors or, if a quorum cannot be obtained, by committee thereof
consisting of directors not parties to the proceeding; (ii) by independent
legal counsel selected by the Board of Directors; or (iii) by the
shareholders.

The CBCA further provides that unless limited by the Registrant's articles
of incorporation, a director or officer who is wholly successful, on the
merits or otherwise, in defense of any proceeding to which he was a party,
is entitled to receive indemnification against reasonable expenses,
including attorney's fees, incurred in connection with the proceeding.  The
Registrant's amended articles of incorporation do not limit the foregoing
provisions.

The Registrant may indemnify or advance expenses to an officer, employee,
fiduciary or agent who is not a director to a greater extent than permitted
for indemnification of directors, if consistent with law and if provided
for by its articles of incorporation, bylaws, resolution of its
shareholders or directors or in a contract.  The provision of
indemnification to persons other than directors is subject to such
limitations as may be imposed on general public policy grounds.

Unless limited by the Registrant's articles of incorporation, upon petition
by a director or officer, a court may order the Registrant to indemnify
such director or officer against liabilities arising in connection with any
proceeding.  A court may order the Registrant to provide such
indemnification, whether or not he was entitled to indemnification by the
Registrant.  To order indemnification, the court must determine that the
director or officer is fairly and reasonably entitled to indemnification in
light of the circumstances.  With respect to liability incurred by a
director or officer, or in any proceeding where liability results on the
basis that a personal benefit was received improperly, a court may only
require that the director or officer be indemnified as to reasonable
expenses incurred. The Registrant's amended articles of incorporation do
not limit the foregoing provisions.

The CBCA specifies that any provisions for indemnification of or advances
for expenses to directors which may be contained in the Registrant's
articles of incorporation, bylaws, resolutions of its shareholders or
directors, or in a contract (except for insurance policies) shall be valid
only to the extent such provisions are consistent with the CBCA and any
limitations upon indemnification set forth in the articles of
incorporation.

The CBCA also grants the power to the Registrant to purchase and maintain
insurance policies which protect any director, officer, employee, fiduciary
or agent against any liability asserted against or incurred by them in such
capacity arising out of their status as such.  Such policies may provide
for indemnification whether or not the corporation would otherwise have the
power to provide for it.  No such policies have been obtained by the
Registrant.

Article VII of the Company's Articles of Incorporation provides as follows:

"The Corporation shall indemnify, to the full extent permitted by law, any
person who is or was a director, officer, agent, fiduciary or employee of
the Corporation against any claim, liability or expense arising against or
incurred by such person as a result of actions reasonably taken by him at
the direction of the Corporation. The Corporation shall further have the
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances and
to maintain insurance providing such indemnification."

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended,  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 of 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.

Item 7.   Exemption From Registration Claimed

Not applicable.

Item 8.  Exhibits

Copies of the following documents have been included as Exhibits to this
Registration Statement.

Exhibit 1  -  Stock Compensation Plan
Exhibit 2  -  Opinion of Counsel of Howard B. Siegel, Attorney-at-Law
Exhibit 3  -  Consent of Independent Certified Public Accountants - 
              BDO Seidman, LLP

Item 9.   Undertakings

The undersigned registrant hereby undertakes to deliver or cause to be
delivered with this prospectus, to each person to whom the prospectus is
sent or given, the latest annual report on Form 10- K to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.

The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated herein by reference into the prospectus,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. 
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.

The registrant undertakes that every prospectus (I) that is filed pursuant
to paragraph 1 above, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes 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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 as amended, 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, as amended, 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 Houston, State of Texas, on
September 9, 1998.

                                   GOLDEN TRIANGLE INDUSTRIES, INC.

                                   By:  /s/ KENNETH OWENS         
                                   Kenneth Owens, President and
                                   Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

       Signature                Title                     Date       

   /s/ KENNETH OWENS     Chairman of the Board      September 9, 1998
Kenneth Owens            and President

   /s/ ROBERT EARLY      Chief Financial            September 9, 1998
Robert Early             Officer, Principal
                         Accounting Officer

   /s/ HOWARD SIEGEL     Director                   September 9, 1998
Howard Siegel

   /s/ KAREN LEE         Director                   September 9, 1998
Karen Lee

   /s/ GLENN GAGNON      Director                   September 9, 1998
Glenn Gagnon

   /s/ DAVID MCFARLANE   Director                   September 9, 1998
David McFarlane

                             INDEX TO EXHIBITS

Exhibit 1  -  Stock Compensation Plan
Exhibit 2  -  Opinion of Counsel of Howard B. Siegel, Attorney-at-Law
Exhibit 3  -  Consent of Independent Certified Public Accountants - 
              BDO Seidman, LLP

------------------------------------------------------------------------------
EXHIBIT 1
                     Golden Triangle Industries, Inc.
                          STOCK COMPENSATION PLAN
                              200,000 Shares
                      Common Stock ($.001 Par Value)

Golden Triangle Industries, Inc., a Colorado corporation, (the "Company" or
"GOLDEN TRIANGLE INDUSTRIES, INC.") is registering 200,000 shares (the
"Shares") of the Company's common stock, par value $0.001 per share (the
"Common Stock").  The Shares being registered are those which will be
issued under the Stock Compensation Plan to employees, officers, directors,
agents, consultants, or advisors (the "Employees").
  
The Common Stock is listed on the NASDAQ Market Small Capital Issues and
trades under the NASDAQ symbol "GOLDEN TRIANGLE INDUSTRIES, INC.".  On
September 9, 1998 the last sales price of GOLDEN TRIANGLE INDUSTRIES, INC.
shares, as reported by NASDAQ, was $7.125 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 principal executive offices of GOLDEN TRIANGLE INDUSTRIES, INC. are
located at 8504 Sonoma Valley N.E., Albuquerque, New Mexico 87122,
telephone (505) 856-5075.

             The date of this Prospectus is September 9, 1998.

                           AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC
20549, and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661 and at
7 World Trade Center, 13th Floor, New York, New York 10048.  Copies of such
material can be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, DC 20549.  The Common Shares are traded
on NASDAQ, and such reports and other information concerning the Company
may be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street N.W., Washington, DC 20006.

This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement")
filed by the Company with the Commission under the Securities Act of 1933,
as amended ("Securities Act").  As permitted by the rules and regulations
of the Commission, this Prospectus omits certain information contained in
the Registration Statement, and reference is made to the Registration
Statement for further information with respect to the Company and the
shares of Common Stock registered under the Registration Statement.  Any
statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete, and in each instance reference is
made to the copy of such document so filed.  Each such statement is
qualified in its entirety by such reference.

              Incorporation of Certain Documents by Reference

The following documents which have been filed by the Company with the
Commission are incorporated herein by reference and made a part hereof.

(1) The Company's Form 10-K for the year ended December 31, 1997.
(2) The Company's Form 10-Q for the quarter ended March 31, 1998.
(3) The Company's Form 10-Q for the quarter ended June 30, 1998.

All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of Common Stock made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated by reference into this Prospectus
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies and supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all documents incorporated by reference
which have been filed with the Commission.  Requests for such copies should
be directed to the Company at P. O. Box 22010, Albuquerque, New Mexico
87154, telephone (505) 856-5075.

                        INFORMATION ON THE COMPANY

The following information concerning GOLDEN TRIANGLE INDUSTRIES, INC. may
be obtained by referring to the Form 10-K for the year ended December 31,
1997 incorporated herein by reference - Business, Properties, Market
Information, Selected Financial Data, Management's Discussion, Financial
Statements, Management, Compensation, Security Ownership, and Certain
Relationships and Related Transactions.

                          DESCRIPTION OF THE PLAN

Purpose of the Plan

The primary purpose of the Stock Compensation Plan (the "Plan") is to
provide payment for services to employees, officers, directors, agents,
consultants and advisors (the "Employees") through the issuance of Common
Stock.  This will enable Employees to acquire a proprietary interest in the
Company and to share in the growth of the Company.  The ownership of
Company stock will encourage and provide incentives for high level
performance by the Employees.
  
Administration and Interpretation

The Plan will be administered by the Board of Directors of the Company (the
"Board").  The Board shall have full authority to establish procedures for
administration of the Plan and to interpret the Plan.  Its interpretation
will be final, conclusive and binding.  The Plan will be in duration until
terminated by the Board.

The Board will have the authority to select the Employees who will receive
Shares, to determine the number of Shares to be issued, and to determine
the date the Shares will be issued.

Questions to the Board may be directed to:

          Golden Triangle Industries, Inc.
          P. O. Box 22010
          Albuquerque, NM 87154
          (505) 856-5075
          (505) 857-9993 fax

Eligibility

The eligibility of the Employees to receive shares will be determined by
the Board.

Securities Offered

Common Stock being registered for issuance under the Plan totals 200,000
shares.

Certificates

Certificates will be issued to Employees who are entitled to Shares under
the Plan.

Reports

Employees will receive copies of all communications sent to holders of
Common Stock.  All such information will be addressed to the latest address
of record; therefore, it is important that Employees promptly notify the
transfer agent department of any change of address.

Federal Income Tax Consequences

The following discussion relates to the material federal income tax
consequences of participation in the Plan.  The effect of such tax
consequences upon any Employee will depend upon such Employee's individual
circumstances which, together with the state and local tax consequences of
participation, should be discussed by each Employee with his tax advisor to
determine the tax considerations related to the receipt of Shares under the
Plan.

An Employee's tax basis for shares of Common Stock received for
compensation pursuant to the Plan should be equal to the market value of
the Shares on the date of issuance (closing price as reported on NASDAQ)
and should be reported as income.  Gain or loss will be realized by the
Employee only when the shares are sold.

THE COMPANY CANNOT ASSURE A TAX PROFIT OR PROTECT AGAINST A TAX LOSS ON
SHARES ISSUED UNDER THE PLAN.

                              USE OF PROCEEDS

The Company will not receive any proceeds from the issuance of the Shares.

                                 DILUTION

Since it is impossible to determine how many of the 200,000 shares will
ultimately be issued in the Plan, it is difficult to determine how much
dilution will occur.  However, the issuance of additional shares does cause
dilution of the shareholders' interests.  In addition to the 200,000 shares
in this offering, the Company's Board of Directors may authorize the
issuance of additional Common Shares in the future in order to provide for
further capitalization of the Company or other corporate purposes, which
could cause further dilution of the shareholders' interests.

                         DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock and 1,000,000 shares of Preferred Stock.  There are
currently 596,264 shares outstanding of Common Stock, and 57,028 shares
outstanding of Preferred Stock.

The Common Shares are traded on the over-the-counter market and are listed
on the NASDAQ Small Capital Issues under the symbol "GOLDEN TRIANGLE
INDUSTRIES, INC.".

Dividend Rights

The holders of GOLDEN TRIANGLE INDUSTRIES, INC. shares are entitled to
share equally, share for share, in such dividends as might be approved by
the Board of Directors, and are compatible with the applicable laws of
Colorado relating to payment of dividends by corporations.   

Voting Rights

Holders of GOLDEN TRIANGLE INDUSTRIES, INC. are entitled to one vote for
each share on all matters voted upon by shareholders.  Pursuant to GOLDEN
TRIANGLE INDUSTRIES, INC.'s By-Laws, at all meetings of shareholders, 45%
of the shares entitled to vote at such meeting, represented in person or by
proxy, constitute a quorum, and a majority of the shares represented are
required for an affirmative vote.  Pursuant to Colorado Law, holders of
GOLDEN TRIANGLE INDUSTRIES, INC. shares may take action without a meeting
only upon written consent of all shareholders entitled to vote on the
proposed action.  Cumulative voting rights are not available to GOLDEN
TRIANGLE INDUSTRIES, INC. shareholders.  GOLDEN TRIANGLE INDUSTRIES, INC.'s
By-Laws were adopted by its Board of Directors, and may be repealed by the
Board of Directors.

There are no Colorado Law provisions specifically regulating takeover bids
or the acquisition of a controlling interest.

Although Colorado Law provisions impose conditions on GOLDEN TRIANGLE
INDUSTRIES, INC.'s ability to repurchase its own shares, there are no
provisions requiring shareholder approval of such repurchases.

Preemptive Rights - Holders of GOLDEN TRIANGLE INDUSTRIES, INC. shares have
no preemptive rights.

Liability of Directors - The Articles of Incorporation of GOLDEN TRIANGLE
INDUSTRIES, INC. have provisions for limitation of liability of directors.

Liquidation Rights - In the event of liquidation, dissolution or winding up
the affairs of GOLDEN TRIANGLE INDUSTRIES, INC., whether voluntary or
involuntary, the holders of the Company's shares are entitled to share, on
a share to share basis, in any of the assets or funds which are
distributable to its shareholders upon such liquidation, dissolution, or
winding up.  Such distribution would be subject to the prior rights of
creditors of each corporation.

Assessment and Redemption - GOLDEN TRIANGLE INDUSTRIES, INC. shares to be
issued are fully paid and non-assessable.

Transfer Agent - The Company acts as its own transfer agent through its
Transfer Agent Department at 104 Fossil Court, Springtown, Texas   76082.
                                    
                                    
                                    
                                 EXPERTS

The financial statements incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP, independent certified public accountants,
to the extent and for the periods set forth in their report incorporated
herein by reference, and are incorporated herein in reliance upon such
report given upon the authority of said firm as experts in auditing and
accounting.

                               LEGAL MATTERS

Certain legal matters, including the validity of the Common Stock being
offered hereby, will be passed upon for the Company by Howard Siegel,
Attorney-at-Law, P. O. Box 940572, Houston, Texas 77094.

------------------------------------------------------------------------------
EXHIBIT 2
                             HOWARD B. SIEGEL
                              ATTORNEY AT LAW
                             P. O. Box 940572
                           Houston, Texas 77094
                              (713) 513-0152

September 4, 1998

Golden Triangle Industries, Inc.
P. O. Box 22010
Albuquerque, NM   87154-2010

Re:  Registration Statement on Form S-8 - Stock Compensation Plan

Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities
and Exchange Commission (the "Commission") with respect to the registration
by Golden Triangle Industries, Inc. (the "Company") of 200,000 shares of
Common Stock, par value of $.001 per share (the "Common Stock"), issued for
the Plan.

In my capacity as general counsel to the Company, I have examined the
original, certified, conformed, photostat or other copies of the Plan, the
Company's Certificate of Incorporation (as amended), By-Laws and corporate
resolutions provided to me by the Company.  In all such examinations, I have
assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to me
as conformed, photostat or other copies.  In passing upon certain corporate
records and the documents of the Company, I have necessarily assumed the
correctness and completeness of the statements made or included therein by
the Company, and I express no opinion thereon.

Based upon and in reliance of the foregoing, I am of the opinion that the
Common Stock, when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.

I hereby consent to the use of this opinion in the Registration Statement on
Form S-8 to be filed with the Commission.

Very truly yours,

 /s/ Howard B. Seigel
Howard B. Siegel

------------------------------------------------------------------------------
EXHIBIT 3

                                CONSENT OF 
                 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Golden Triangle Industries, Inc.
Albuquerque, NM

We hereby consent to the incorporation by reference in the prospectus
constituting a part of this Registration Statement of our report dated
February 18, 1998, relating to the consolidated financial statements of
Golden Triangle Industries, Inc. and subsidiaries appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

                              /s/ BDO Seidman, LLP
                              BDO SEIDMAN, LLP

Denver, Colorado
September 10, 1998