As filed with the Securities and Exchange Commission on February
     12, 1999
                               Registration No.  333-_____ 
     
     
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                      
     
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
     
     
                         THE GOLDFIELD CORPORATION
           (Exact Name of Registrant as Specified in Its Charter)
     
   Delaware            100 Rialto Place, Suite 500             88-0031580
(State or Other           Melbourne, FL  32901              (I.R.S. Employer
Jurisdiction of             (407) 724-1700                 Identification No.)
Incorporation or     (Address, including Zip Code of
Organization)          Principal Executive Offices)
                              
                               
                        The Goldfield Corporation
                         1998 Executive Long-Term
                              Incentive Plan
                        (Full Title of the Plan)
                             
                             John M. Starling
                                Secretary
                         The Goldfield Corporation
                        100 Rialto Place, Suite 500
                         Melbourne, Florida  32901
                             (407) 724-1700
            (Name, Address and Telephone Number, Including
                     Area Code, of Agent For Service)
                             
                             With a copy to:
                             David P. Bicks
                    LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                           125 West 55th Street
                        New York, New York  10019
                             (212) 424-8000

                             
<TABLE>
                     CALCULATION OF REGISTRATION FEE
                             
                                         Proposed      Proposed 
                                         Maximum       Maximum  
  Title of Each                          Offering      Aggregate     Amount Of
Class Of Securities    Amount To Be     Price Per      Offering    Registration
 To Be Registered       Registered        Share         Price           Fee

<S>                 <C>                   <C>          <C>            <C> 
Common Stock, par
value $0.10 per 
share               1,300,000 shares (1)  $.203125 (2)  $264,063 (2)   $74 (2)
                             
(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended 
(the "Securities Act"), this Registration Statement also covers such 
additional number of shares as may be made available for issuance by reason of
the operation of the anti-dilution provisions of The Goldfield Corporation 
1998 Executive Long-Term Incentive Plan.
     
(2)  The registration fee for the securities registered hereby has been 
calculated pursuant to Rule 457(h) under the Securities Act of 1933 and is 
based upon the average of the high and low sale prices of the Common Stock, 
par value $0.10 per share, of The Goldfield Corporation as reported in the
consolidated reporting system on February 9, 1998.
</TABLE>

                             
                                 PART II
                              
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                              
     
     Item 3.        Incorporation of Documents by Reference.
     
     The following documents, which have heretofore been filed by The
     Goldfield Corporation (the "Registrant") with the Securities and
     Exchange Commission pursuant to the Securities Exchange Act of 1934,
     as amended (the "Exchange Act"), are hereby incorporated by
     reference in this Registration Statement:
     
          (a)  The Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1997;
     
          (b)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 1998;
     
          (c)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter ended June 30, 1998;
     
          (d)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter ended September 30, 1998; and
     
          (e)  The description of the Registrant's Common Stock
     contained in the Registrant's Registration Statement on Form 8-A
     filed pursuant to Section 12 of the Exchange Act, including all
     amendments or reports filed for the purpose of updating such
     description.  
     
     All documents subsequently filed by the Registrant pursuant to
     Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment which indicates that all
     securities offered hereby have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated
     by reference herein and to be a part hereof from the date of the
     filing of such documents.
     
     
     Item 6.        Indemnification of Directors and Officers.
     
     Subsection (a) of Section 145 of the General Corporation Law of the
     State of Delaware (the "DGCL") empowers a corporation to indemnify
     any person who was or is a party or is threatened to be made a party
     to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than
     an action by or in the right of the corporation) by reason of the
     fact that he is or was a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted in good
     faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to any
     criminal action or proceeding, had no reasonable cause to believe
     his conduct was unlawful.
     
     Subsection (b) of DGCL Section 145 empowers a corporation to
     indemnify any person who was or is a party or is threatened to be
     made a party to any threatened, pending or completed action, or suit
     by or in the right of the corporation to procure a judgment in its
     favor by reason of the fact that such person acted in any of the
     capacities set forth above, against expenses (including attorneys'
     fees) actually and reasonably incurred by him in connection with the
     defense or settlement of such action or suit if he acted in good
     faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, except that no
     indemnification may be made in respect of any claim, issue or matter
     as to which such person shall have been adjudged to be liable to the
     corporation unless and only to the extent that the Court of Chancery
     or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of
     liability but in view of all the circumstances of the case, such
     person is fairly and reasonably entitled to indemnity for such
     expenses which the court shall deem proper.
     
     Other subsections of DGCL Section 145 further provide that to the
     extent a director or officer has been successful on the merits or
     otherwise in the defense of any action, suit or proceeding referred
     to in subsections (a) and (b) of Section 145, or in defense of any
     claim, issue or matter therein, he shall be indemnified against
     expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith; that indemnification
     provided for by Section 145 shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be
     a director, officer, employee or agent and shall inure to the
     benefit of such person's heirs, executors and administrators; and
     that expenses incurred by an officer or director in defending any
     civil, criminal, administrative or investigative action, suit or
     proceeding may be paid by the corporation in advance of the final
     disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay
     such amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the corporation.
     
     Section Seven of the Registrant's Restated Certificate of
     Incorporation provides that the Registrant shall, to the fullest
     extent permitted by Section 145 of the DGCL, as amended from time to
     time, indemnify all persons whom it may indemnify pursuant thereto.
     This section further provides that no director of the Registrant
     shall be personally liable to the Registrant or to its stockholders
     for monetary damages arising out of or resulting from any breach of
     his fiduciary duty as a director, provided, however, that this shall
     not apply where such liability arises out of or results from:  (a)
     the breach by such director of his duty of loyalty to the Registrant
     or its stockholders; (b) any act or omission of such director not in
     good faith or which involves intentional misconduct or a knowing
     violation of the law; (c) any transaction from which such director
     derives an improper personal benefit; or (d) any payment of or
     dividend on or any purchase or redemption of the capital stock of
     the Registrant in violation of the provisions of Section 174 of the
     DGCL.
     
     DGCL Section 145 provides that any indemnification provided for
     therein may only be made upon a determination by (i) a majority vote
     of the directors who are not parties to such action, suit or
     proceeding, even though less than a quorum, or (ii) by a designated
     committee of directors, or (iii) if there are no such directors, or
     if such directors so direct, by independent legal counsel in a
     written opinion, or (iv) by the stockholders that the indemnitee has
     met the standard of conduct required by Section 145 entitling him to
     such indemnification.   
     
     Article XIII of the Registrant's Bylaws provides that, to the extent
     not inconsistent with Delaware law as in effect from time to time,
     the Registrant shall indemnify each person (and his heirs,
     executors, administrators and other legal representatives) who is,
     or shall have been, a director, officer or employee of the
     Registrant against all liabilities and expenses (including
     judgments, fines, penalties and attorneys' fees) reasonably incurred
     by or finally determined against such person in connection with or
     arising out of any action, suit or proceeding in which said person
     may be a party defendant or with which he may be threatened or
     otherwise involved, directly or indirectly, by reason of his having
     been a director, officer or employee of the Registrant, except in
     relation to matters as to which any such person shall be finally
     adjudged in such action, suit or proceeding to have been liable for
     misconduct or negligence in the performance of his duty to the
     Registrant, or in respect of any action, suit or proceeding based on
     Section 16(b) of  the Federal Securities Exchange Act of 1934 or any
     other Federal or State statutory provisions similar thereto;
     provided, however, that with respect to any fines, penalties and
     other costs and expenses imposed upon such person in connection with
     any criminal action or proceeding, indemnification shall not be made
     unless the Registrant shall have received an opinion of independent
     counsel to the effect that, with respect to the matter or matters
     out of which such action or proceeding arose, such person was not
     liable for misconduct or negligence in the performance of his duty
     to the Registrant and that such person acted in good faith, for a
     purpose which he reasonably believed to be in the best interests of
     the Registrant and had no reasonable cause to believe that his
     conduct was unlawful.  
     
     In addition, Article XIII of the Registrant's Bylaws provides that
     the indemnification also applies to all amounts paid in compromise
     or in settlement, and all expenses reasonably incurred in connection
     therewith, provided that prior to such indemnification the
     Registrant shall have received an opinion of independent counsel to
     the effect that a person making such compromise or settlement would
     not have been liable for misconduct or negligence in the performance
     of his duty to the Registrant in connection with the matter or
     matters out of which such compromise or settlement arose.
     
     Also, Article XIII of the Registrant's Bylaws permits the Registrant
     to, if authorized by the directors, prior to final adjudication or
     compromise or settlement of the matter or matters as to which
     indemnification is claimed, advance to such person all expenses
     imposed upon or incurred by him to the date of such request if the
     Registrant shall have received substantially concurrently with any
     such request an opinion of independent counsel to the effect that it
     is probable that, upon termination of the action, suit or proceeding
     or threatened action as to which such reimbursement is sought, such
     person will be entitled to indemnification under the Registrant's
     Bylaws.
     
     DGCL Section 145 empowers the corporation to purchase and maintain
     insurance on behalf of a director, officer, employee or agent of the
     corporation against any liability asserted against him and incurred
     by him in any such capacity, or arising out of his status as such,
     whether or not the corporation would have the power to indemnify him
     against such liabilities under Section 145.  The Registrant has in
     force and effect a policy insuring the directors and officers of the
     Registrant against losses which they or any of them shall become
     legally obligated to pay for by reason of any actual or alleged
     error or misstatement or misleading statement or act or omission or
     neglect or breach of duty by the directors and officers in the
     discharge of their duties, individually or collectively, or any
     matter claimed against them solely by reason of their being
     directors or officers, such coverage being limited by the specific
     terms and provisions of the insurance policy.
     
     
     Item 8.        Exhibits.
     
        *4(a)       Restated Certificate of Incorporation of The Goldfield
                    Corporation, as amended (previously filed as Exhibit 3.1
                    to the Registrant's Annual Report on Form 10-K for the
                    year ended December 31, 1987 (File No. 1-7525)).
     
        *4(b)       Bylaws of The Goldfield Corporation (previously filed as
                    Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
                    for the year ended December 31, 1987 (File No. 1-7525)).
     
        5           Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
     
        23(a)       Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                    (contained in Exhibit 5).
     
        23(b)       Consent of KPMG LLP.
     
        24          Power of Attorney (included on signature page).
     ____________________
        * Incorporated herein by reference.
     
     
     Item 9.        Undertakings.
     
          (a)  The undersigned registrant hereby undertakes:
     
               (1) To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement:
     
               (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933;
     
               (ii) To reflect in the prospectus any facts or events
     arising after the effective date of the registration statement (or
     the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change in
     the information set forth in the registration statement.
     Notwithstanding the foregoing, any increase or decrease in volume of
     securities offered (if the total dollar value of securities offered
     would not exceed that which was registered) and any deviation from
     the low or high end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume
     and price represent no more than a 20 percent change in the maximum
     aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective 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 registration statement
     is on Form S-3, Form S-8 or Form F-3, and the information required
     to be included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed with or furnished to the
     Securities and Exchange Commission by the registrant pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934
     that are incorporated by reference in the registration statement.
     
               (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof; and
     
               (3)  To remove from registration by means of a post-effective 
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.
     
          (b)  The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Securities Exchange Act of
     1934 (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
     
          (c)  Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors, officers
     and controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in
     the opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the Act and
     is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by
     the registrant of expenses incurred or paid by a director, officer
     or controlling person of the registrant in the successful defense of
     any action, suit or proceeding) is asserted by such director,
     officer or controlling person in connection with the securities
     being registered, the registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling precedent, submit
     to a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the
     Act and will be governed by the final adjudication of such issue.
     

                                SIGNATURES
                              
     The Registrant.  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
     Melbourne, state of Florida, on this 12th day of February, 1999.
     
     
     
                              THE GOLDFIELD CORPORATION
                                      (Registrant)
                              
                              
                              By:       /s/                    
                              Name:     John H. Sottile
                              Title:    President, Chief Executive
                                        Officer and Chairman of the
                                        Board of Directors 
     
     Pursuant to the requirements of the Securities Act of 1933, this
     registration statement has been signed by the following persons in
     the capacities and on the date indicated.  
     
     Each person whose signature appears below hereby appoints and
     constitutes John H. Sottile as his attorney-in-fact, with full power
     of substitution, for him in any and all capacities, to execute in
     the name and on behalf of such person any amendment to this
     registration statement (including any post-effective amendment) and
     to file the same, with exhibits thereto, and other documents in
     connection therewith, making such changes in this registration
     statement as the person so acting deems appropriate, hereby
     ratifying and confirming all that said attorney-in-fact or his
     substitute may do or cause to be done by virtue hereof.
     
     
                             By:    /s/
                             Name:  John H. Sottile
                             Title: President, Chief Executive
                                    Officer and Chairman of the
                                    Board of Directors 
                             Date:  February 12, 1999
                             
                             
                             By:    /s/
                             Name:  Stephen R. Wherry
                             Title: Vice President, Finance 
                                    and Chief Financial Officer
                                    (Principal Financial Officer),
                                    Treasurer and Principal
                                    Accounting Officer
                             Date:  February 12, 1999
                             
                             
                             By:    /s/
                             Name:  John M. Starling
                             Title: Director and Secretary
                             Date:  February 12, 1999
                             
                             
                             By:    /s/
                             Name:  John P. Fazzini
                             Title: Director
                             Date:  February 12, 1999
                             
                             
                             By:    /s/
                             Name:  Danforth E. Leitner
                             Title: Director
                             Date:  February 12, 1999    
     
     
                             By:     /s/
                             Name:   Dwight W. Severs
                             Title:  Director
                             Date:   February 12, 1999



                               EXHIBIT INDEX
     
     
     Exhibit
     Number            Description of Document                      Page
     
     *4(a)   Restated Certificate of Incorporation of The
             Goldfield Corporation, as amended (previously
             filed as Exhibit 3.1 to the Registrant's 
             Annual Report on Form 10-K for the year ended 
             December 31, 1987 (File No. 1-7525)).
     
     *4(b)   Bylaws of The Goldfield Corporation (previously
             filed as Exhibit 3.2 to the Registrant's Annual
             Report on Form 10-K for the year ended December 31,
             1987 (File No. 1-7525)).
     
       5     Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.       II-9
     
     23(a)   Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
             (contained in Exhibit 5)                                II-9
     
     23(b)   Consent of KPMG LLP.                                    II-10
     
     24      Power of Attorney (included on signature page).         II-6
     
     ____________________
     * Incorporated herein by reference.
   
     
     
                                                               Exhibit 5
     
     
     February 11, 1999
     
     
     
     The Goldfield Corporation
     100 Rialto Place, Suite 500
     Melbourne, Florida  32901
     
     Ladies and Gentlemen:
     
     We are acting as counsel for The Goldfield Corporation, a Delaware
     corporation, in connection with the registration on Form S-8 of
     1,300,000 shares of Common Stock, $0.10 par value (the "Stock") for
     offer and sale pursuant to The Goldfield Corporation 1998 Executive
     Long-Term Incentive Plan (the "Plan").
     
     We have examined such corporate records, certificates and other
     documents as we have considered necessary for the purposes hereof.
     In such examination, we have assumed the genuineness of all
     signatures, the authenticity of all documents submitted to us as
     originals, the conformity to the original documents of all documents
     submitted to us as copies and the authenticity of the originals of
     such latter documents.  As to any facts material to our opinion, we
     have, when relevant facts were not independently established, relied
     upon the aforesaid records, certificates and documents.
     
     Based on the foregoing, we are of the opinion that, upon issuance,
     delivery and payment therefor in the manner contemplated by the
     Plan, the Stock will be validly issued, fully paid and non-assessable.
     
     Our opinion set forth herein is limited in all cases to matters
     arising under the laws of the State of New York, the General
     Corporation law of the State of Delaware and the federal laws of the
     United States.  We consent to the use of this opinion as an Exhibit
     to the Registration Statement.  In giving such consent, we do not
     thereby concede that we are within the category of persons whose
     consent is required under Section 7 of the Securities Act of 1933,
     as amended, or the rules and regulations of the Securities and
     Exchange Commission thereunder.
     
     Very truly yours,
     
     
     /s/
     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
     
     
                                                              EXHIBIT 23(b)
     
     
                        CONSENT OF INDEPENDENT AUDITORS
     
     The Board of Directors
     The Goldfield Corporation
     
     We consent to the incorporation by reference in this Registration
     Statement on Form S-8 of The Goldfield Corporation of our report
     dated February 20, 1998, with respect to the consolidated balance
     sheets of The Goldfield Corporation as of December 31, 1997 and
     1996, and the related consolidated statements of operations,
     stockholders' equity and cash flows for each of the years in the
     three-year period ended December 31, 1997, which report appears in
     the 1997 Annual Report on Form 10-K of The Goldfield Corporation.
          
     
     /s/
     KPMG LLP
     Orlando, Florida
          
     February 11, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28737}]
{"company-data": {"conformed-name": "GOLDFIELD CORP", "cik": "0000042316", "assigned-sic": "1623", "irs-number": "880031580", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72241", "film-number": "99533540"}, "business-address": {"street1": "100 RIALTO PL STE 500", "city": "MELBOURNE", "state": "FL", "zip": "32901", "phone": "4077241700"}, "mail-address": {"street1": "100 RIALTO PLACE", "street2": "SUITE 500", "city": "MEMBOURNE", "state": "FL", "zip": "32901"}, "former-company": {"former-conformed-name": "GOLDFIELD CONSOLIDATED MINES CO", "date-changed": "19670628"}}
As filed with the Securities and Exchange Commission on February
     12, 1999
                               Registration No.  333-_____ 
     
     
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                      
     
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
     
     
                         THE GOLDFIELD CORPORATION
           (Exact Name of Registrant as Specified in Its Charter)
     
   Delaware            100 Rialto Place, Suite 500             88-0031580
(State or Other           Melbourne, FL  32901              (I.R.S. Employer
Jurisdiction of             (407) 724-1700                 Identification No.)
Incorporation or     (Address, including Zip Code of
Organization)          Principal Executive Offices)
                              
                               
                        The Goldfield Corporation
                         1998 Executive Long-Term
                              Incentive Plan
                        (Full Title of the Plan)
                             
                             John M. Starling
                                Secretary
                         The Goldfield Corporation
                        100 Rialto Place, Suite 500
                         Melbourne, Florida  32901
                             (407) 724-1700
            (Name, Address and Telephone Number, Including
                     Area Code, of Agent For Service)
                             
                             With a copy to:
                             David P. Bicks
                    LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                           125 West 55th Street
                        New York, New York  10019
                             (212) 424-8000

                             

                     CALCULATION OF REGISTRATION FEE
                             
                                         Proposed      Proposed 
                                         Maximum       Maximum  
  Title of Each                          Offering      Aggregate     Amount Of
Class Of Securities    Amount To Be     Price Per      Offering    Registration
 To Be Registered       Registered        Share         Price           Fee
Common Stock, par
value $0.10 per 
share               1,300,000 shares (1)  $.203125 (2)  $264,063 (2)   $74 (2)
                             
(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended 
(the "Securities Act"), this Registration Statement also covers such 
additional number of shares as may be made available for issuance by reason of
the operation of the anti-dilution provisions of The Goldfield Corporation 
1998 Executive Long-Term Incentive Plan.
     
(2)  The registration fee for the securities registered hereby has been 
calculated pursuant to Rule 457(h) under the Securities Act of 1933 and is 
based upon the average of the high and low sale prices of the Common Stock, 
par value $0.10 per share, of The Goldfield Corporation as reported in the
consolidated reporting system on February 9, 1998.
PART II
                              
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                              
     
     Item 3.        Incorporation of Documents by Reference.
     
     The following documents, which have heretofore been filed by The
     Goldfield Corporation (the "Registrant") with the Securities and
     Exchange Commission pursuant to the Securities Exchange Act of 1934,
     as amended (the "Exchange Act"), are hereby incorporated by
     reference in this Registration Statement:
     
          (a)  The Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1997;
     
          (b)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 1998;
     
          (c)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter ended June 30, 1998;
     
          (d)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter ended September 30, 1998; and
     
          (e)  The description of the Registrant's Common Stock
     contained in the Registrant's Registration Statement on Form 8-A
     filed pursuant to Section 12 of the Exchange Act, including all
     amendments or reports filed for the purpose of updating such
     description.  
     
     All documents subsequently filed by the Registrant pursuant to
     Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment which indicates that all
     securities offered hereby have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated
     by reference herein and to be a part hereof from the date of the
     filing of such documents.
     
     
     Item 6.        Indemnification of Directors and Officers.
     
     Subsection (a) of Section 145 of the General Corporation Law of the
     State of Delaware (the "DGCL") empowers a corporation to indemnify
     any person who was or is a party or is threatened to be made a party
     to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than
     an action by or in the right of the corporation) by reason of the
     fact that he is or was a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted in good
     faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to any
     criminal action or proceeding, had no reasonable cause to believe
     his conduct was unlawful.
     
     Subsection (b) of DGCL Section 145 empowers a corporation to
     indemnify any person who was or is a party or is threatened to be
     made a party to any threatened, pending or completed action, or suit
     by or in the right of the corporation to procure a judgment in its
     favor by reason of the fact that such person acted in any of the
     capacities set forth above, against expenses (including attorneys'
     fees) actually and reasonably incurred by him in connection with the
     defense or settlement of such action or suit if he acted in good
     faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, except that no
     indemnification may be made in respect of any claim, issue or matter
     as to which such person shall have been adjudged to be liable to the
     corporation unless and only to the extent that the Court of Chancery
     or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of
     liability but in view of all the circumstances of the case, such
     person is fairly and reasonably entitled to indemnity for such
     expenses which the court shall deem proper.
     
     Other subsections of DGCL Section 145 further provide that to the
     extent a director or officer has been successful on the merits or
     otherwise in the defense of any action, suit or proceeding referred
     to in subsections (a) and (b) of Section 145, or in defense of any
     claim, issue or matter therein, he shall be indemnified against
     expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith; that indemnification
     provided for by Section 145 shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be
     a director, officer, employee or agent and shall inure to the
     benefit of such person's heirs, executors and administrators; and
     that expenses incurred by an officer or director in defending any
     civil, criminal, administrative or investigative action, suit or
     proceeding may be paid by the corporation in advance of the final
     disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay
     such amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the corporation.
     
     Section Seven of the Registrant's Restated Certificate of
     Incorporation provides that the Registrant shall, to the fullest
     extent permitted by Section 145 of the DGCL, as amended from time to
     time, indemnify all persons whom it may indemnify pursuant thereto.
     This section further provides that no director of the Registrant
     shall be personally liable to the Registrant or to its stockholders
     for monetary damages arising out of or resulting from any breach of
     his fiduciary duty as a director, provided, however, that this shall
     not apply where such liability arises out of or results from:  (a)
     the breach by such director of his duty of loyalty to the Registrant
     or its stockholders; (b) any act or omission of such director not in
     good faith or which involves intentional misconduct or a knowing
     violation of the law; (c) any transaction from which such director
     derives an improper personal benefit; or (d) any payment of or
     dividend on or any purchase or redemption of the capital stock of
     the Registrant in violation of the provisions of Section 174 of the
     DGCL.
     
     DGCL Section 145 provides that any indemnification provided for
     therein may only be made upon a determination by (i) a majority vote
     of the directors who are not parties to such action, suit or
     proceeding, even though less than a quorum, or (ii) by a designated
     committee of directors, or (iii) if there are no such directors, or
     if such directors so direct, by independent legal counsel in a
     written opinion, or (iv) by the stockholders that the indemnitee has
     met the standard of conduct required by Section 145 entitling him to
     such indemnification.   
     
     Article XIII of the Registrant's Bylaws provides that, to the extent
     not inconsistent with Delaware law as in effect from time to time,
     the Registrant shall indemnify each person (and his heirs,
     executors, administrators and other legal representatives) who is,
     or shall have been, a director, officer or employee of the
     Registrant against all liabilities and expenses (including
     judgments, fines, penalties and attorneys' fees) reasonably incurred
     by or finally determined against such person in connection with or
     arising out of any action, suit or proceeding in which said person
     may be a party defendant or with which he may be threatened or
     otherwise involved, directly or indirectly, by reason of his having
     been a director, officer or employee of the Registrant, except in
     relation to matters as to which any such person shall be finally
     adjudged in such action, suit or proceeding to have been liable for
     misconduct or negligence in the performance of his duty to the
     Registrant, or in respect of any action, suit or proceeding based on
     Section 16(b) of  the Federal Securities Exchange Act of 1934 or any
     other Federal or State statutory provisions similar thereto;
     provided, however, that with respect to any fines, penalties and
     other costs and expenses imposed upon such person in connection with
     any criminal action or proceeding, indemnification shall not be made
     unless the Registrant shall have received an opinion of independent
     counsel to the effect that, with respect to the matter or matters
     out of which such action or proceeding arose, such person was not
     liable for misconduct or negligence in the performance of his duty
     to the Registrant and that such person acted in good faith, for a
     purpose which he reasonably believed to be in the best interests of
     the Registrant and had no reasonable cause to believe that his
     conduct was unlawful.  
     
     In addition, Article XIII of the Registrant's Bylaws provides that
     the indemnification also applies to all amounts paid in compromise
     or in settlement, and all expenses reasonably incurred in connection
     therewith, provided that prior to such indemnification the
     Registrant shall have received an opinion of independent counsel to
     the effect that a person making such compromise or settlement would
     not have been liable for misconduct or negligence in the performance
     of his duty to the Registrant in connection with the matter or
     matters out of which such compromise or settlement arose.
     
     Also, Article XIII of the Registrant's Bylaws permits the Registrant
     to, if authorized by the directors, prior to final adjudication or
     compromise or settlement of the matter or matters as to which
     indemnification is claimed, advance to such person all expenses
     imposed upon or incurred by him to the date of such request if the
     Registrant shall have received substantially concurrently with any
     such request an opinion of independent counsel to the effect that it
     is probable that, upon termination of the action, suit or proceeding
     or threatened action as to which such reimbursement is sought, such
     person will be entitled to indemnification under the Registrant's
     Bylaws.
     
     DGCL Section 145 empowers the corporation to purchase and maintain
     insurance on behalf of a director, officer, employee or agent of the
     corporation against any liability asserted against him and incurred
     by him in any such capacity, or arising out of his status as such,
     whether or not the corporation would have the power to indemnify him
     against such liabilities under Section 145.  The Registrant has in
     force and effect a policy insuring the directors and officers of the
     Registrant against losses which they or any of them shall become
     legally obligated to pay for by reason of any actual or alleged
     error or misstatement or misleading statement or act or omission or
     neglect or breach of duty by the directors and officers in the
     discharge of their duties, individually or collectively, or any
     matter claimed against them solely by reason of their being
     directors or officers, such coverage being limited by the specific
     terms and provisions of the insurance policy.
     
     
     Item 8.        Exhibits.
     
        *4(a)       Restated Certificate of Incorporation of The Goldfield
                    Corporation, as amended (previously filed as Exhibit 3.1
                    to the Registrant's Annual Report on Form 10-K for the
                    year ended December 31, 1987 (File No. 1-7525)).
     
        *4(b)       Bylaws of The Goldfield Corporation (previously filed as
                    Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
                    for the year ended December 31, 1987 (File No. 1-7525)).
     
        5           Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
     
        23(a)       Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                    (contained in Exhibit 5).
     
        23(b)       Consent of KPMG LLP.
     
        24          Power of Attorney (included on signature page).
     ____________________
        * Incorporated herein by reference.
     
     
     Item 9.        Undertakings.
     
          (a)  The undersigned registrant hereby undertakes:
     
               (1) To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement:
     
               (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933;
     
               (ii) To reflect in the prospectus any facts or events
     arising after the effective date of the registration statement (or
     the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change in
     the information set forth in the registration statement.
     Notwithstanding the foregoing, any increase or decrease in volume of
     securities offered (if the total dollar value of securities offered
     would not exceed that which was registered) and any deviation from
     the low or high end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume
     and price represent no more than a 20 percent change in the maximum
     aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective 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 registration statement
     is on Form S-3, Form S-8 or Form F-3, and the information required
     to be included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed with or furnished to the
     Securities and Exchange Commission by the registrant pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934
     that are incorporated by reference in the registration statement.
     
               (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof; and
     
               (3)  To remove from registration by means of a post-effective 
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.
     
          (b)  The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Securities Exchange Act of
     1934 (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
     
          (c)  Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors, officers
     and controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in
     the opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the Act and
     is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by
     the registrant of expenses incurred or paid by a director, officer
     or controlling person of the registrant in the successful defense of
     any action, suit or proceeding) is asserted by such director,
     officer or controlling person in connection with the securities
     being registered, the registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling precedent, submit
     to a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the
     Act and will be governed by the final adjudication of such issue.
     

                                SIGNATURES
                              
     The Registrant.  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
     Melbourne, state of Florida, on this 12th day of February, 1999.
     
     
     
                              THE GOLDFIELD CORPORATION
                                      (Registrant)
                              
                              
                              By:       /s/                    
                              Name:     John H. Sottile
                              Title:    President, Chief Executive
                                        Officer and Chairman of the
                                        Board of Directors 
     
     Pursuant to the requirements of the Securities Act of 1933, this
     registration statement has been signed by the following persons in
     the capacities and on the date indicated.  
     
     Each person whose signature appears below hereby appoints and
     constitutes John H. Sottile as his attorney-in-fact, with full power
     of substitution, for him in any and all capacities, to execute in
     the name and on behalf of such person any amendment to this
     registration statement (including any post-effective amendment) and
     to file the same, with exhibits thereto, and other documents in
     connection therewith, making such changes in this registration
     statement as the person so acting deems appropriate, hereby
     ratifying and confirming all that said attorney-in-fact or his
     substitute may do or cause to be done by virtue hereof.
     
     
                             By:    /s/
                             Name:  John H. Sottile
                             Title: President, Chief Executive
                                    Officer and Chairman of the
                                    Board of Directors 
                             Date:  February 12, 1999
                             
                             
                             By:    /s/
                             Name:  Stephen R. Wherry
                             Title: Vice President, Finance 
                                    and Chief Financial Officer
                                    (Principal Financial Officer),
                                    Treasurer and Principal
                                    Accounting Officer
                             Date:  February 12, 1999
                             
                             
                             By:    /s/
                             Name:  John M. Starling
                             Title: Director and Secretary
                             Date:  February 12, 1999
                             
                             
                             By:    /s/
                             Name:  John P. Fazzini
                             Title: Director
                             Date:  February 12, 1999
                             
                             
                             By:    /s/
                             Name:  Danforth E. Leitner
                             Title: Director
                             Date:  February 12, 1999    
     
     
                             By:     /s/
                             Name:   Dwight W. Severs
                             Title:  Director
                             Date:   February 12, 1999

                               EXHIBIT INDEX
     
     
     Exhibit
     Number            Description of Document                      Page
     
     *4(a)   Restated Certificate of Incorporation of The
             Goldfield Corporation, as amended (previously
             filed as Exhibit 3.1 to the Registrant's 
             Annual Report on Form 10-K for the year ended 
             December 31, 1987 (File No. 1-7525)).
     
     *4(b)   Bylaws of The Goldfield Corporation (previously
             filed as Exhibit 3.2 to the Registrant's Annual
             Report on Form 10-K for the year ended December 31,
             1987 (File No. 1-7525)).
     
       5     Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.       II-9
     
     23(a)   Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
             (contained in Exhibit 5)                                II-9
     
     23(b)   Consent of KPMG LLP.                                    II-10
     
     24      Power of Attorney (included on signature page).         II-6
     
     ____________________
     * Incorporated herein by reference.
   
     
     
                                                               Exhibit 5
     
     
     February 11, 1999
     
     
     
     The Goldfield Corporation
     100 Rialto Place, Suite 500
     Melbourne, Florida  32901
     
     Ladies and Gentlemen:
     
     We are acting as counsel for The Goldfield Corporation, a Delaware
     corporation, in connection with the registration on Form S-8 of
     1,300,000 shares of Common Stock, $0.10 par value (the "Stock") for
     offer and sale pursuant to The Goldfield Corporation 1998 Executive
     Long-Term Incentive Plan (the "Plan").
     
     We have examined such corporate records, certificates and other
     documents as we have considered necessary for the purposes hereof.
     In such examination, we have assumed the genuineness of all
     signatures, the authenticity of all documents submitted to us as
     originals, the conformity to the original documents of all documents
     submitted to us as copies and the authenticity of the originals of
     such latter documents.  As to any facts material to our opinion, we
     have, when relevant facts were not independently established, relied
     upon the aforesaid records, certificates and documents.
     
     Based on the foregoing, we are of the opinion that, upon issuance,
     delivery and payment therefor in the manner contemplated by the
     Plan, the Stock will be validly issued, fully paid and non-assessable.
     
     Our opinion set forth herein is limited in all cases to matters
     arising under the laws of the State of New York, the General
     Corporation law of the State of Delaware and the federal laws of the
     United States.  We consent to the use of this opinion as an Exhibit
     to the Registration Statement.  In giving such consent, we do not
     thereby concede that we are within the category of persons whose
     consent is required under Section 7 of the Securities Act of 1933,
     as amended, or the rules and regulations of the Securities and
     Exchange Commission thereunder.
     
     Very truly yours,
     
     
     /s/
     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
     
     
                                                              EXHIBIT 23(b)
     
     
                        CONSENT OF INDEPENDENT AUDITORS
     
     The Board of Directors
     The Goldfield Corporation
     
     We consent to the incorporation by reference in this Registration
     Statement on Form S-8 of The Goldfield Corporation of our report
     dated February 20, 1998, with respect to the consolidated balance
     sheets of The Goldfield Corporation as of December 31, 1997 and
     1996, and the related consolidated statements of operations,
     stockholders' equity and cash flows for each of the years in the
     three-year period ended December 31, 1997, which report appears in
     the 1997 Annual Report on Form 10-K of The Goldfield Corporation.
          
     
     /s/
     KPMG LLP
     Orlando, Florida
          
     February 11, 1999