As Filed with the Securities and Exchange Commission on November10, 1995.
                                                                 
                                      Registration No.___________
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington D.C., 20549
                            Form S-8
                     REGISTRATION STATEMENT
                             Under
                  The Securities  Act of 1933


                 Commission file number 0-16734

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

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

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

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

                   Donald J. Stoecklein, Esq.
                        Attorney at Law
               23 Cactus Garden Drive, Suite F-60
            Henderson, Nevada, 89014  (702) 436-2530


                 CALCULATION OF REGISTRATION FEE
Title of     Amount to   Proposed      Proposed      Amount of
Securities   be          maximum       maximum       registrati
to be        Registered  offering      aggregate     on Fee
Registered               price Per     offering
                         Share *1        Price *1
Common         650,000      $0.44        $286,000    $98.62
Stock $.05

*Estimated solely for the purpose of calulating the registration fee on the
 basis of the average bid and ask price of the Common Stock as reflected on 
 the National Association of Securities Dealers Automated Quotion System on 
 November 9, 1995.

<PAGE>

PROSPECTUS       The date of this Prospectus is November 10, 1995
                                
                                
                    C.E.C. INDUSTRIES, CORP.
                                
                                
              Up to 650,000 Shares of Common Stock
   Received by Directors, Officers, Consultants and Employees
        Under the Company's Consultant and Employee Stock
   Compensation Plan and Reoffered by Means of this Prospectus



Selling  shareholders  of C.E.C. Industries,  Corp.,  ("Company")
will  offer their shares through the over-the-counter  market  or
through  NASDAQ, if the Company's common stock is  then  included
for   quotation  on  NASDAQ.  Selling  shareholders,  if  control
persons, are required to sell their shares in accordance with the
volume limitations of Rule 144 under the Securities Act of  1933,
which  limits sales by each selling shareholder in any one  month
period to the greater of 1% of the total outstanding common stock
(or  approximately 45,463 shares) or  the average weekly  trading
volume  of  the  Company's common stock during the four  calendar
weeks  immediately   preceding such sale.  It  is  expected  that
brokers  and  dealers effecting transactions  will  be  paid  the
normal and customary commissions for market transactions.



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




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

 This Prospectus does not constitute an offer to sell securities
 in any state to any person to whom it is unlawful to make such
                      offer in such state.
                                
The securities offered hereby involve a high degree of risk. See
                         "Risk Factors."
<PAGE>

                     SUMMARY OF PROSPECTUS

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


ITEM 1. BUSINESS

(a) General

      C.E.C.  Industries  Corp.  is  a  Nevada  corporation  with
principal  and  executive offices located  at  23  Cactus  Garden
Drive,  F-60, Henderson, Nevada 89014, telephone (702)  436-2500.
C.E.C.  Industries Corp. and it's consolidated  subsidiaries  are
referred to as either C.E.C. or the "Company." C.E.C. is  engaged
in several unrelated businesses through its primary subsidiaries,
Moonridge   Development  Corp.,  (real  estate  development   and
construction),   Custom   Environmental  International,   (carbon
reactivation   technology),   and   Sterling   Travel,    (travel
businesses).  The Company's current organization was accomplished
through  a merger and acquisition program during the fiscal  year
ended March 31, 1995, and continuing through the present.

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

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

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

(b) Financial Information About Industry Segments

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

<PAGE>

(c) Narrative Description of Business

Moonridge Development Corp.

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

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

      20.30  Acre  Planned Development - Las Vegas,  Nevada.  The
Company  owns  approximately 18.83 acres of  property  contiguous
with  its  7.28  acre mini storage facility, located  on  Russell
Road, contiguous with U.S.Highway 95, outside the city limits  of
Las  Vegas,  Nevada. The remaining 1.47 acres of the property  is
under  an expired purchase option. Pursuant to the option  terms,
the Company would be required to pay $90,000 upon exercise of the
option.   This  option  is  currently  under  renegotiation.  The
project  is  being master planned for a combination of commercial
office  space and multi-family units. It is anticipated that  the
initial  development  process  may  be  completed  in  1995,  and
commencement of construction may occur in 1996.

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

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

Custom Environmental International.

      Operations. Custom Environmental International, ("CEI")  is
engaged  in the business of development and implementation  of  a
patented  carbon  reactivation furnace. In September,  1995,  the
Board  of  Directors  approved  a  plan  to  "spin-off"  the  CEI
subsidiary, forming a separate publicly traded company.

<PAGE>

     Background of Carbon Reactivation. Granular activated carbon
("GAC")  is  used  in a myriad of cleansing processes,  but  most
particularly in water, air and industrial fluid purification.  It
is  also  used  in  removing valuable minerals  from  chemically-
leached  ores.  Carbon's unique properties  allow  it  to  absorb
chemicals until it is "full" or "spent."  Once spent, the GAC  is
either  disposed of (along with the impurities contained  in  the
carbon), or regenerated for reuse.

      The  two primary sources of GAC are: (1) newly manufactured
carbon;  and  (2)  reclaimed  carbon  from  the  regeneration  or
reactivation  process.   Regenerated carbon  can  be  up  to  65%
cheaper than new GAC.

      Current  regeneration  equipment  is  expensive  to  build,
maintain,  and operate.  Consequently, it is economical  only  in
large  quantity  applications, using stationary equipment.   Most
regeneration   equipment  requires  that  GAC  be   shipped   for
regeneration  from  the  carbon "use" site  to  the  reactivation
processing site, adding to the cost of regeneration.

      Management  believes  the patented regeneration  technology
under  development by CEI will result in equipment less expensive
to  build and operate than current equipment.  It should also  be
mobile,  allowing it to be placed at the "use" site, or  used  in
specialized, one-time processing applications.

      Research and development expenses for the years ended March
31,  1995, March 31, 1994 and March 31, 1993 were $3,358, $13,086
and $0, respectively.

      Over  the last two years, a prototype of the Company's  new
carbon   reactivation  furnace  has  been   tested   at   Thiokol
Corporation's plant in Utah.  A completely integrated system,  to
include  automatic  controls, feeding, cooling,  and  controlling
emissions,  has been installed and is being tested.   Results  to
date  have  been  favorable  but not without  start-up  problems.
Permitting  with  the  Utah regulatory agencies  is  underway  to
process other carbons at the facility. The project has taken much
longer than originally expected, but the Company should start  to
benefit from these efforts this year.

      Pursuant  to the terms of the Joint Agreement with  Thiokol
Corporation,  CEI and Thiokol share 50/50 in all revenues  earned
as joint partners.

      Marketing.  To  successfully enter the carbon  regeneration
market,  the Company's market strategy focused on three elements:
product differentiation, sales strategy, and strategic alliances.
CEI's  carbon reactivation furnace is a technology that  provides
the  basis  for  strong product differentiation to penetrate  the
activated  carbon  regeneration market. This technology  combined
with   Thiokol  Corporation's  production  expertise,  analytical
laboratory  capability, and environmental  permitting  experience
creates  a  solid technical basis for providing carbon  consumers
low  cost  regeneration  with little risk of  contamination  from
other sources.

      The  activated  carbon market can be  divided  into  liquid
processing  carbons  and gas processing carbons.  Each  of  these
general  carbon  types  can be further  subdivided  into  several
market   segments;  Potable  Water  Purification,  Ground   Water
Cleanup,  Solvent Recovery, Mining, Food and Beverage Processing,
and Chemical and Pharmaceutical.

      Competition.  There  are at least ten  competitors  in  the
United  States carbon regeneration market. These companies  range
from   small   regional,  privately  held  companies   to   large
multinational  corporations.  Most  of  the  carbon  regeneration
companies  offer  a  wide variety of carbon technology  services,
including engineering and equipment design or lease.

      Strategy.   The Company's strategy for entering the  carbon
regeneration   market   focuses  on   three   elements:   product
differentiation, sales strategy, and strategic alliances.

<PAGE>

      Product  Differentiation.  In  order  to  be  effective  in
entering the market, a carbon regeneration company must  be  able
to  have a low price. The CEI regeneration furnace can provide  a
low  price  by  1)  keeping energy consumption low,  2)  reducing
carbon  losses in the furnace, and 3) keeping labor  requirements
low.

      Sales.  Another  key  area  is  identifying  and  marketing
customers. Entry into the carbon market requires development  and
implementation of a selling strategy. This strategy must focus on
finding customers and then providing a value added service at low
cost.

      Strategic  Alliances. The last key element  is  to  develop
strategic  alliances  with  suppliers.  One  key  area  where  an
alliance  would  be required is with carbon supplier  industries.
There  will  always  be some loss of carbon in  any  regeneration
process and consumers will need the appropriate amount of  carbon
returned  for  use.  Recent  growth of  the  carbon  regeneration
industry  has  encouraged the entrance of new competitors.  These
new  competitors are encouraged by the growth in carbon  use  and
the  opportunities available to enter the United  States  market.
Although  the  market  is  still  growing  and  there  should  be
expansion in the near future, the market will be competitive.  To
compete  in this market, the newcomer to the market must be  able
to  provide  the  carbon consumer with a low cost  and  effective
service.  The  newcomer must not only be low in  cost,  but  must
provide  a  team of experts to address the needs  of  the  carbon
consumer. Thiokol's expertise in production, laboratory analysis,
environmental  permitting,  and  CEI's  patented  technology  can
provide  the  initial  advantage for successful  entry  into  the
carbon  regeneration  industry. Once firmly  established  in  the
United  States,  further expansion into other markets  throughout
the world is possible.

Other Investments

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

Executive Offices

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


PATENTS

      C.E.C.'s subsidiary, CEI has obtained the following patents
for its low temperature furnaces used in regenerating carbon:

     Country             Patent No.          Date Issued

     United States       4,462,870           July 31, 1984
     Canada              1,188,508           June 11, 1985
     South Africa        83/0862             November 30, 1983
     South Africa        88/7882             July 26, 1989
     South Africa        91/10649            December 24, 1991
     Australia           554231              February 5, 1987
     Australia           571378              October 14, 1988
     Australia           619511              October 28, 1988
     United States       4837423             June 6, 1989
     United States       4,988,289           January 1, 1991
     United States       5,096,415           March 17, 1992
     United States       5,162,275           November 11, 1992
     Canada              1,316,344           April 20, 1993
     Phillipines         27539               August 18, 1993
     European            0395692             December 12, 1993

<PAGE>

       C.E.C.  believes  that  its  patents  have  value  but  no
representation  is made that C.E.C. will be able to  sustain  the
validity of its present patents.

EMPLOYEES

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

PROPERTIES

      Principal and Executive Offices. C.E.C. rents 1,869  square
feet of office space and 1,310 square feet of warehouse space for
CEI  at  350  West 300 South, Salt Lake City, Utah  84101;  2,622
square  feet  of  office space for its executive  offices  at  23
Cactus Garden Drive, F-60, Green Valley, Nevada 89014; and  2,000
square  feet  for Sterling Travel at 2200 N.W., Suite  220,  Boca
Raton,  Florida 33431.  Lease expenses for the years ended  March
31,  1995, March 31, 1994 and March 31, 1993 were $42,030, $8,615
and $10,575, respectively.

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

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

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


                          RISK FACTORS

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

<PAGE>

Need for Additional Financing.

The  Company  currently  operates through revenues  generated  by
sales of the Company's products. There is no assurance that  such
sales will continue as they have in the past, or will increase in
the   future.  In  order  to  succeed  the  Company  may  require
additional  capital for working capital and for marketing.  There
can  be no assurance that such financing will be available,  when
required, on acceptable terms.

Competition.

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

Markets Uncertain.

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

Reliance on Management.

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

Dependence upon Key Personnel.

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

             INFORMATION WITH RESPECT TO THE COMPANY

This prospectus is accompanied by the Company's Form 10K for  the
year ended March 31, 1994, and its latest Quarterly Reports filed
subsequent  thereto, for the quarter ending September  30,  1995.
These Annual, Quarterly and Current Reports, as well as all other
reports  filed by the Company pursuant to Sections 13(a),  13(c),
14  or  15(d) of the Securities Exchange Act of 1934,  are hereby
incorporated by reference in this prospectus and may be  obtained
upon the oral or written request of any  person to the Company at
23  Cactus  Garden Drive, F-60, Henderson, Nevada 89014 telephone
number (702) 436-2500.

<PAGE>

PART II

Item 3. Incorporation of Documents by Reference.

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

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

Item 4. Description of Securities.

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

Item 5. Interest of Named Experts and Counsel

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

Item 6. Indemnification of Officers and Directors.

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

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

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

<PAGE>

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

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

      4.  Any  indemnification under subsections 1 and 2,  unless
ordered by a court or advanced pursuant to subsection 5, must  be
made  by the corporation only as authorized in the specific  case
upon  a  determination  that  indemnification  of  the  director,
officer,  employee or agent is proper in the circumstances.   The
determination must be made:
     (a) By the stockholders;

      (b)  By  the  board  of directors by majority   vote  of  a
quorum  consisting of directors who were not  parties     to  the
act, suit or proceeding;

      (c)  If   a  majority  vote  of  a  quorum  consisting   of
directors   who  were  not  parties  to  the  act,   suit      or
proceeding so orders, by independent legal counsel in  a  written
opinion; or

     (d) If  a  quorum  consisting  of  directors  who  were  not
parties  to  the act, suit or proceeding cannot   be obtained, by
independent legal counsel in a written opinion.

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

       6.   The   indemnification  and  advancement  of  expenses
authorized in or ordered by a court pursuant to this section:

<PAGE>

     (a)  Does  not  exclude any other rights to which  a  person
     seeking indemnification or advancement of expenses   may  be
     entitled    under    the   certificate   or   articles    of
     incorporation   or   any   bylaws,   agreement,   vote    of
     stockholders   or disinterested  directors   or   otherwise,
     for   either   an  action in his official  capacity  or   an
     action   in  another  capacity  while  holding  his  office,
     except  that indemnification, unless ordered  by   a   court
     pursuant   to  subsection   2  or  for  the  advancement  of
     expenses made  pursuant to subsection 5, may   not  be  made
     to   or  on  behalf  of  any  director  or  officer   if   a
     final  adjudication  establishes  that his acts or omissions
     involved   intentional  misconduct,  fraud   or   a  knowing
     violation   of   the  law and was material to the  cause  of
     action.

      (b)  Continues  for a person who ceased to be  a  director,
officer,  employee or agent and inures to the  benefit    of  the
heirs, executors and administrators of such a person.

Article XI of CEC's Bylaws provides as follows:

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

      The  1995 Stock Award Plan contains provisions indemnifying
those  same persons in their capacities as administrators of  the
Plan.   C.E.C. does not have insurance to indemnify  its  offices
and directors in accordance with any of the above.

Item 7. Exemption From Registration Claimed.

     Not Applicable

Item 8. Exhibits.

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

(1) Filed herewith.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

<PAGE>

(1)   To  file,  during any period in which offers or  sales  are
being  made,  a  post-effective amendment  to  this  registration
statement:

          (i)   To  include  any prospectus required  by  section
          10(a)(3) of the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or  events
          arising  after the effective date of the   registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth in the registration statement;

          (iii)      To  include  any material  information  with
          respect  to  the  plan of distribution not   previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement, including (but not limited to) any  addition
          or election of a managing underwriter.

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

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

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

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

 SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
registrant  certifies that it has reasonable  grounds to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this registration  statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of  Las  Vegas,  State of Nevada, on this 10th  day  of  November
1995.

<PAGE>

                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it has  reasonable   grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of  Las Vegas,  State of Nevada, on this 21st  day  of
November 1995.

                                          C.E.C. INDUSTRIES CORP.
                                                                 

                                         By /s/ Richard Cope    
                                            Richard Cope, President
                                                                 
                                         By /s/ Donald J. Stoecklein
                                            Donald J. Stoecklein, Secretary




      Pursuant to the requirements of the Securities Act of 1933,
this  registration statement has been signed  by   the  following
persons in the capacities indicated on November 10, 1995.

Signature             Title                 Date


/s/ Ralph Mann        Director              November 10, 1995
Ralph Mann
                                            
                                            
/s/ Dwight W. Jory    Director              November 10, 1995
Dwight W. Jory
                                            
                                            
/s/ Charles McChaffie  Director              November 10, 1995
Charles McChaffie
                                            
                                            
/s/Donald J. Stoecklein,ESQ.  Director,Secretary    November 10, 1995
Donald J. Stoecklein
                                            
                                            
/s/Ronald G.  Stoecklein      Director              November 10, 1995
Ronald G. Stoecklein


<PAGE>

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

<PAGE>

ATTORNEY AT LAW
                                               Telephone(702)436-2530
                                               Facsimile(702)436-2528
DONALD J. STOECKLEIN
Praactce Limited to Federal Securities

                        23 Cactus Garden Drive, F-60, Henderson, Nevada 89014

                                              November 9, 1995

Mr. Richard Cope
CEC Industries, Corp.
23 Cactus Garden Drive, F-60
Henderson, Nevada 89014

       RE:REGISTRTION STATEMENT ON FORM S-8

Dear Mr. Cope:

You have requested our opinion as to the legality of the registration by you,
CEC Industries, Corp., (the "Corporation") of up to 1,000,000 shares of Common 
Stock (the "shares") pursuant to a registration Statement on Form S-8 (the 
"Registration Statement") to be filed on November 10, 1995:

As your counsel we have reviewed and examined:

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

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

3.     The Resolution of the corporation authorizing the registration;

4.     The minute book of the Corporation;

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

6.     The Form S-8 Registration Statement;

7.     The Consultant and Employee Stock Compensation Plan; and

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

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

<PAGE>

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

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

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

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


                                                Yours Very Truly,



                                                /s/Donald J. Stoecklein
                                                   Donald J. Stoecklein

<PAGE>

EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN

<PAGE>

      1995 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
                    C.E.C. Industries, Corp.


                               I.
                      Purpose of the Plan.

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

                              II.
                           Definitions

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

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

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

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

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

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

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

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

                              III.
                   Effective Date of the Plan

The effective date of this Plan is November 10, 1995.

<PAGE>

                               IV.
                   Administration of the Plan

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


                              V.
                   Stock Subject to the Plan

The  maximum number of shares of Common Stock as to which  Awards
may  be  granted  under this Plan is 650,000 shares.  The  Common
Stock  which  is issued on grant of awards may be authorized  but
unissued  shares or shares which have been issued and re-acquired
by  C.E.C. The Board of Directors may increase the maximum number
of  shares of Common  Stock as to which Awards may be granted  at
such time as it deems advisable.


                              VI.
               Persons Eligible to Receive Awards

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


                              VII.
                        Grants of Awards

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

<PAGE>

                             VIII.
                 Delivery of Stock Certificates

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

                              IX.
                           Employment

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

                               X.
                      Laws and Regulations

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

                              XI.
                      Withholding of Taxes

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

<PAGE>

                             XII.
                     Reservation of Shares

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


                              XIII
                    Termination of the Plan

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

                             XIV.
                        Delivery of Plan

A  Copy  of  this  Plan shall be delivered to  all  participants,
together  with  a  copy of the resolution or resolutions  of  the
Board  of  Directors authorizing the granting of  the  Award  and
establishing the terms, if any, of participation.

No  dealer, salesman, or any other person has been authorized  by
the   Company   to   give  any  information  or   to   make   any
representations other than those contained in this Prospectus  in
connection with the offering made hereby, and if given  or  made,
such information or representations must not be relied upon. This
Prospectus  does  not  constitute  an  offer  to  sell   or   the
solicitation of an offer to buy any securities other  than  those
specifically  offered  hereby  or  an  offer  to   sell,   or   a
solicitation  of  an  offer  to  buy,   to  any  person  in   any
jurisdiction  in  which  such offer or sale  would  be  unlawful.
Neither  the  delivery  of  this Prospectus  nor  any  sale  made
hereunder  shall  under any circumstances create any  implication
that there has been no change in the affairs of the Company since
any  of  the dates as of which information is furnished or  since
the date of this Prospectus.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 56506}]
{"company-data": {"conformed-name": "CEC INDUSTRIES CORP", "cik": "0000054175", "assigned-sic": "6792", "irs-number": "870217252", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64545", "film-number": "95595868"}, "business-address": {"street1": "23 CACTUS GARDEN DR F 60", "city": "GREEN VALLEY (HENDER", "state": "NV", "zip": "89014", "phone": "7024362500"}, "mail-address": {"street1": "23 CACTUS GARDEN DRIVE", "city": "HENDERSON", "state": "NV", "zip": "89014"}, "former-company": {"former-conformed-name": "JUSTHEIM PETROLEUM CO", "date-changed": "19870115"}}
As Filed with the Securities and Exchange Commission on November10, 1995.
                                                                 
                                      Registration No.___________
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington D.C., 20549
                            Form S-8
                     REGISTRATION STATEMENT
                             Under
                  The Securities  Act of 1933

                 Commission file number 0-16734

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

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

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

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

                   Donald J. Stoecklein, Esq.
                        Attorney at Law
               23 Cactus Garden Drive, Suite F-60
            Henderson, Nevada, 89014  (702) 436-2530

                 CALCULATION OF REGISTRATION FEE
Title of     Amount to   Proposed      Proposed      Amount of
Securities   be          maximum       maximum       registrati
to be        Registered  offering      aggregate     on Fee
Registered               price Per     offering
                         Share *1        Price *1
Common         650,000      $0.44        $286,000    $98.62
Stock $.05

*Estimated solely for the purpose of calulating the registration fee on the
 basis of the average bid and ask price of the Common Stock as reflected on 
 the National Association of Securities Dealers Automated Quotion System on 
 November 9, 1995.
PROSPECTUS       The date of this Prospectus is November 10, 1995
                                
                                
                    C.E.C. INDUSTRIES, CORP.
                                
                                
              Up to 650,000 Shares of Common Stock
   Received by Directors, Officers, Consultants and Employees
        Under the Company's Consultant and Employee Stock
   Compensation Plan and Reoffered by Means of this Prospectus

Selling  shareholders  of C.E.C. Industries,  Corp.,  ("Company")
will  offer their shares through the over-the-counter  market  or
through  NASDAQ, if the Company's common stock is  then  included
for   quotation  on  NASDAQ.  Selling  shareholders,  if  control
persons, are required to sell their shares in accordance with the
volume limitations of Rule 144 under the Securities Act of  1933,
which  limits sales by each selling shareholder in any one  month
period to the greater of 1% of the total outstanding common stock
(or  approximately 45,463 shares) or  the average weekly  trading
volume  of  the  Company's common stock during the four  calendar
weeks  immediately   preceding such sale.  It  is  expected  that
brokers  and  dealers effecting transactions  will  be  paid  the
normal and customary commissions for market transactions.

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

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

 This Prospectus does not constitute an offer to sell securities
 in any state to any person to whom it is unlawful to make such
                      offer in such state.
                                
The securities offered hereby involve a high degree of risk. See
                         "Risk Factors."
SUMMARY OF PROSPECTUS

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

ITEM 1. BUSINESS

(a) General

      C.E.C.  Industries  Corp.  is  a  Nevada  corporation  with
principal  and  executive offices located  at  23  Cactus  Garden
Drive,  F-60, Henderson, Nevada 89014, telephone (702)  436-2500.
C.E.C.  Industries Corp. and it's consolidated  subsidiaries  are
referred to as either C.E.C. or the "Company." C.E.C. is  engaged
in several unrelated businesses through its primary subsidiaries,
Moonridge   Development  Corp.,  (real  estate  development   and
construction),   Custom   Environmental  International,   (carbon
reactivation   technology),   and   Sterling   Travel,    (travel
businesses).  The Company's current organization was accomplished
through  a merger and acquisition program during the fiscal  year
ended March 31, 1995, and continuing through the present.

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

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

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

(b) Financial Information About Industry Segments

      The  Company is currently engaged in three main businesses;
real  estate  development and construction ("Moonridge");  carbon
reactivation   technology  ("CEI");  and  the   travel   business
("Sterling   Travel").   Information  regarding   the   Company's
reportable business segments is set forth in Item 1(c) and Note 9
to the Consolidated Financial Statements.
(c) Narrative Description of Business

Moonridge Development Corp.

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

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

      20.30  Acre  Planned Development - Las Vegas,  Nevada.  The
Company  owns  approximately 18.83 acres of  property  contiguous
with  its  7.28  acre mini storage facility, located  on  Russell
Road, contiguous with U.S.Highway 95, outside the city limits  of
Las  Vegas,  Nevada. The remaining 1.47 acres of the property  is
under  an expired purchase option. Pursuant to the option  terms,
the Company would be required to pay $90,000 upon exercise of the
option.   This  option  is  currently  under  renegotiation.  The
project  is  being master planned for a combination of commercial
office  space and multi-family units. It is anticipated that  the
initial  development  process  may  be  completed  in  1995,  and
commencement of construction may occur in 1996.

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

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

Custom Environmental International.

      Operations. Custom Environmental International, ("CEI")  is
engaged  in the business of development and implementation  of  a
patented  carbon  reactivation furnace. In September,  1995,  the
Board  of  Directors  approved  a  plan  to  "spin-off"  the  CEI
subsidiary, forming a separate publicly traded company.
Background of Carbon Reactivation. Granular activated carbon
("GAC")  is  used  in a myriad of cleansing processes,  but  most
particularly in water, air and industrial fluid purification.  It
is  also  used  in  removing valuable minerals  from  chemically-
leached  ores.  Carbon's unique properties  allow  it  to  absorb
chemicals until it is "full" or "spent."  Once spent, the GAC  is
either  disposed of (along with the impurities contained  in  the
carbon), or regenerated for reuse.

      The  two primary sources of GAC are: (1) newly manufactured
carbon;  and  (2)  reclaimed  carbon  from  the  regeneration  or
reactivation  process.   Regenerated carbon  can  be  up  to  65%
cheaper than new GAC.

      Current  regeneration  equipment  is  expensive  to  build,
maintain,  and operate.  Consequently, it is economical  only  in
large  quantity  applications, using stationary equipment.   Most
regeneration   equipment  requires  that  GAC  be   shipped   for
regeneration  from  the  carbon "use" site  to  the  reactivation
processing site, adding to the cost of regeneration.

      Management  believes  the patented regeneration  technology
under  development by CEI will result in equipment less expensive
to  build and operate than current equipment.  It should also  be
mobile,  allowing it to be placed at the "use" site, or  used  in
specialized, one-time processing applications.

      Research and development expenses for the years ended March
31,  1995, March 31, 1994 and March 31, 1993 were $3,358, $13,086
and $0, respectively.

      Over  the last two years, a prototype of the Company's  new
carbon   reactivation  furnace  has  been   tested   at   Thiokol
Corporation's plant in Utah.  A completely integrated system,  to
include  automatic  controls, feeding, cooling,  and  controlling
emissions,  has been installed and is being tested.   Results  to
date  have  been  favorable  but not without  start-up  problems.
Permitting  with  the  Utah regulatory agencies  is  underway  to
process other carbons at the facility. The project has taken much
longer than originally expected, but the Company should start  to
benefit from these efforts this year.

      Pursuant  to the terms of the Joint Agreement with  Thiokol
Corporation,  CEI and Thiokol share 50/50 in all revenues  earned
as joint partners.

      Marketing.  To  successfully enter the carbon  regeneration
market,  the Company's market strategy focused on three elements:
product differentiation, sales strategy, and strategic alliances.
CEI's  carbon reactivation furnace is a technology that  provides
the  basis  for  strong product differentiation to penetrate  the
activated  carbon  regeneration market. This technology  combined
with   Thiokol  Corporation's  production  expertise,  analytical
laboratory  capability, and environmental  permitting  experience
creates  a  solid technical basis for providing carbon  consumers
low  cost  regeneration  with little risk of  contamination  from
other sources.

      The  activated  carbon market can be  divided  into  liquid
processing  carbons  and gas processing carbons.  Each  of  these
general  carbon  types  can be further  subdivided  into  several
market   segments;  Potable  Water  Purification,  Ground   Water
Cleanup,  Solvent Recovery, Mining, Food and Beverage Processing,
and Chemical and Pharmaceutical.

      Competition.  There  are at least ten  competitors  in  the
United  States carbon regeneration market. These companies  range
from   small   regional,  privately  held  companies   to   large
multinational  corporations.  Most  of  the  carbon  regeneration
companies  offer  a  wide variety of carbon technology  services,
including engineering and equipment design or lease.

      Strategy.   The Company's strategy for entering the  carbon
regeneration   market   focuses  on   three   elements:   product
differentiation, sales strategy, and strategic alliances.
Product  Differentiation.  In  order  to  be  effective  in
entering the market, a carbon regeneration company must  be  able
to  have a low price. The CEI regeneration furnace can provide  a
low  price  by  1)  keeping energy consumption low,  2)  reducing
carbon  losses in the furnace, and 3) keeping labor  requirements
low.

      Sales.  Another  key  area  is  identifying  and  marketing
customers. Entry into the carbon market requires development  and
implementation of a selling strategy. This strategy must focus on
finding customers and then providing a value added service at low
cost.

      Strategic  Alliances. The last key element  is  to  develop
strategic  alliances  with  suppliers.  One  key  area  where  an
alliance  would  be required is with carbon supplier  industries.
There  will  always  be some loss of carbon in  any  regeneration
process and consumers will need the appropriate amount of  carbon
returned  for  use.  Recent  growth of  the  carbon  regeneration
industry  has  encouraged the entrance of new competitors.  These
new  competitors are encouraged by the growth in carbon  use  and
the  opportunities available to enter the United  States  market.
Although  the  market  is  still  growing  and  there  should  be
expansion in the near future, the market will be competitive.  To
compete  in this market, the newcomer to the market must be  able
to  provide  the  carbon consumer with a low cost  and  effective
service.  The  newcomer must not only be low in  cost,  but  must
provide  a  team of experts to address the needs  of  the  carbon
consumer. Thiokol's expertise in production, laboratory analysis,
environmental  permitting,  and  CEI's  patented  technology  can
provide  the  initial  advantage for successful  entry  into  the
carbon  regeneration  industry. Once firmly  established  in  the
United  States,  further expansion into other markets  throughout
the world is possible.

Other Investments

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

Executive Offices

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

PATENTS

      C.E.C.'s subsidiary, CEI has obtained the following patents
for its low temperature furnaces used in regenerating carbon:

     Country             Patent No.          Date Issued

     United States       4,462,870           July 31, 1984
     Canada              1,188,508           June 11, 1985
     South Africa        83/0862             November 30, 1983
     South Africa        88/7882             July 26, 1989
     South Africa        91/10649            December 24, 1991
     Australia           554231              February 5, 1987
     Australia           571378              October 14, 1988
     Australia           619511              October 28, 1988
     United States       4837423             June 6, 1989
     United States       4,988,289           January 1, 1991
     United States       5,096,415           March 17, 1992
     United States       5,162,275           November 11, 1992
     Canada              1,316,344           April 20, 1993
     Phillipines         27539               August 18, 1993
     European            0395692             December 12, 1993
C.E.C.  believes  that  its  patents  have  value  but  no
representation  is made that C.E.C. will be able to  sustain  the
validity of its present patents.

EMPLOYEES

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

PROPERTIES

      Principal and Executive Offices. C.E.C. rents 1,869  square
feet of office space and 1,310 square feet of warehouse space for
CEI  at  350  West 300 South, Salt Lake City, Utah  84101;  2,622
square  feet  of  office space for its executive  offices  at  23
Cactus Garden Drive, F-60, Green Valley, Nevada 89014; and  2,000
square  feet  for Sterling Travel at 2200 N.W., Suite  220,  Boca
Raton,  Florida 33431.  Lease expenses for the years ended  March
31,  1995, March 31, 1994 and March 31, 1993 were $42,030, $8,615
and $10,575, respectively.

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

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

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

                          RISK FACTORS

The purchase of the securities offered hereby is subject to risk.
Investors should evaluate these risk factors carefully.
Need for Additional Financing.

The  Company  currently  operates through revenues  generated  by
sales of the Company's products. There is no assurance that  such
sales will continue as they have in the past, or will increase in
the   future.  In  order  to  succeed  the  Company  may  require
additional  capital for working capital and for marketing.  There
can  be no assurance that such financing will be available,  when
required, on acceptable terms.

Competition.

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

Markets Uncertain.

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

Reliance on Management.

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

Dependence upon Key Personnel.

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

             INFORMATION WITH RESPECT TO THE COMPANY

This prospectus is accompanied by the Company's Form 10K for  the
year ended March 31, 1994, and its latest Quarterly Reports filed
subsequent  thereto, for the quarter ending September  30,  1995.
These Annual, Quarterly and Current Reports, as well as all other
reports  filed by the Company pursuant to Sections 13(a),  13(c),
14  or  15(d) of the Securities Exchange Act of 1934,  are hereby
incorporated by reference in this prospectus and may be  obtained
upon the oral or written request of any  person to the Company at
23  Cactus  Garden Drive, F-60, Henderson, Nevada 89014 telephone
number (702) 436-2500.
PART II

Item 3. Incorporation of Documents by Reference.

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

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

Item 4. Description of Securities.

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

Item 5. Interest of Named Experts and Counsel

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

Item 6. Indemnification of Officers and Directors.

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

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

      1.  A corporation may indemnify any person who was or is  a
party  or  is  threatened to be made a party to  any  threatened,
pending  or completed action, suit or proceeding, whether  civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses, including attorneys' fees, judgments, fines and amounts
paid  in  settlement actually and reasonably incurred by  him  in
connection  with the action, suit or proceeding if  he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to the best interests of the corporation,  and,
with  respect  to  any  criminal action  or  proceeding,  had  no
reasonable  cause  to  believe his  conduct  was  unlawful.   The
termination  of  any  action , suit or  proceeding  by  judgment,
order,  settlement, conviction, or upon a plea of nolo contendere
or its equivalent, does not, of itself, create a presumption that
the  person  did not act in good faith and in a manner  which  he
reasonably believed to be in or not opposed to the best interests
of the corporation, and that, with respect to any criminal action
or  proceeding,  he  had reasonable cause  to  believe  that  his
conduct was unlawful.
2.  A corporation may indemnify any person who was or is  a
party  or  is  threatened to be made a party to  any  threatened,
pending  or  completed action or suit by or in the right  of  the
corporation to procure a judgment in its favor by reason  of  the
fact that he is or was a director, officer, employee or agent  of
the  corporation,  or is or was serving at  the  request  of  the
corporation as a director , officer, employee or agent of another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise against expenses, including amounts paid in settlement
and  attorneys' fees actually and reasonably incurred by  him  in
connection with the defense or settlement of the action  or  suit
if  he  acted  in good faith and in a manner which he  reasonably
believed  to  be in or not opposed to the best interests  of  the
corporation.   Indemnification may not be  made  for  any  claim,
issue or a matter as to which such a person has been adjudged  by
a  court  of  competent  jurisdiction, after  exhaustion  of  all
appeals therefrom, to be liable to the corporation or for amounts
paid  in  settlement to the corporation, unless and only  to  the
extent that the court in which the action or suit was brought  or
other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

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

      4.  Any  indemnification under subsections 1 and 2,  unless
ordered by a court or advanced pursuant to subsection 5, must  be
made  by the corporation only as authorized in the specific  case
upon  a  determination  that  indemnification  of  the  director,
officer,  employee or agent is proper in the circumstances.   The
determination must be made:
     (a) By the stockholders;

      (b)  By  the  board  of directors by majority   vote  of  a
quorum  consisting of directors who were not  parties     to  the
act, suit or proceeding;

      (c)  If   a  majority  vote  of  a  quorum  consisting   of
directors   who  were  not  parties  to  the  act,   suit      or
proceeding so orders, by independent legal counsel in  a  written
opinion; or

     (d) If  a  quorum  consisting  of  directors  who  were  not
parties  to  the act, suit or proceeding cannot   be obtained, by
independent legal counsel in a written opinion.

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

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

      (b)  Continues  for a person who ceased to be  a  director,
officer,  employee or agent and inures to the  benefit    of  the
heirs, executors and administrators of such a person.

Article XI of CEC's Bylaws provides as follows:

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

      The  1995 Stock Award Plan contains provisions indemnifying
those  same persons in their capacities as administrators of  the
Plan.   C.E.C. does not have insurance to indemnify  its  offices
and directors in accordance with any of the above.

Item 7. Exemption From Registration Claimed.

     Not Applicable

Item 8. Exhibits.

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

(1) Filed herewith.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:
(1)   To  file,  during any period in which offers or  sales  are
being  made,  a  post-effective amendment  to  this  registration
statement:

          (i)   To  include  any prospectus required  by  section
          10(a)(3) of the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or  events
          arising  after the effective date of the   registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth in the registration statement;

          (iii)      To  include  any material  information  with
          respect  to  the  plan of distribution not   previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement, including (but not limited to) any  addition
          or election of a managing underwriter.

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

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

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

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

 SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
registrant  certifies that it has reasonable  grounds to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this registration  statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of  Las  Vegas,  State of Nevada, on this 10th  day  of  November
1995.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it has  reasonable   grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of  Las Vegas,  State of Nevada, on this 21st  day  of
November 1995.

                                          C.E.C. INDUSTRIES CORP.
                                                                 

                                         By /s/ Richard Cope    
                                            Richard Cope, President
                                                                 
                                         By /s/ Donald J. Stoecklein
                                            Donald J. Stoecklein, Secretary

      Pursuant to the requirements of the Securities Act of 1933,
this  registration statement has been signed  by   the  following
persons in the capacities indicated on November 10, 1995.

Signature             Title                 Date

/s/ Ralph Mann        Director              November 10, 1995
Ralph Mann
                                            
                                            
/s/ Dwight W. Jory    Director              November 10, 1995
Dwight W. Jory
                                            
                                            
/s/ Charles McChaffie  Director              November 10, 1995
Charles McChaffie
                                            
                                            
/s/Donald J. Stoecklein,ESQ.  Director,Secretary    November 10, 1995
Donald J. Stoecklein
                                            
                                            
/s/Ronald G.  Stoecklein      Director              November 10, 1995
Ronald G. Stoecklein
EXHIBIT 5 AND 24
                     Opinion and Consent of
                      Donald J. Stoecklein
ATTORNEY AT LAW
                                               Telephone(702)436-2530
                                               Facsimile(702)436-2528
DONALD J. STOECKLEIN
Praactce Limited to Federal Securities

                        23 Cactus Garden Drive, F-60, Henderson, Nevada 89014

                                              November 9, 1995

Mr. Richard Cope
CEC Industries, Corp.
23 Cactus Garden Drive, F-60
Henderson, Nevada 89014

       RE:REGISTRTION STATEMENT ON FORM S-8

Dear Mr. Cope:

You have requested our opinion as to the legality of the registration by you,
CEC Industries, Corp., (the "Corporation") of up to 1,000,000 shares of Common 
Stock (the "shares") pursuant to a registration Statement on Form S-8 (the 
"Registration Statement") to be filed on November 10, 1995:

As your counsel we have reviewed and examined:

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

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

3.     The Resolution of the corporation authorizing the registration;

4.     The minute book of the Corporation;

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

6.     The Form S-8 Registration Statement;

7.     The Consultant and Employee Stock Compensation Plan; and

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

In giving our opinion, we have assumed without investigation the authenticity
of any document or instrument submitted to us as an original, the conformity to
the original of any document or instrument submitted to us as a copy, and the 
genuineness of all signatures on such originals or copies.
Based upon the foregiong, and subject to the qualifications set forth below, we
are of the opinion that the Shares, if issued and sold as described in the 
Registration Statement (provided that at least par value is paid for the 
shares): (i) will have been duly authorized, legally issued, fully paid and 
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and (iii) do not require a permit from and governmental agency.

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

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

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

                                                Yours Very Truly,

                                                /s/Donald J. Stoecklein
                                                   Donald J. Stoecklein
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
1995 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
                    C.E.C. Industries, Corp.

                               I.
                      Purpose of the Plan.

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

                              II.
                           Definitions

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

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

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

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

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

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

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

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

                              III.
                   Effective Date of the Plan

The effective date of this Plan is November 10, 1995.
IV.
                   Administration of the Plan

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

                              V.
                   Stock Subject to the Plan

The  maximum number of shares of Common Stock as to which  Awards
may  be  granted  under this Plan is 650,000 shares.  The  Common
Stock  which  is issued on grant of awards may be authorized  but
unissued  shares or shares which have been issued and re-acquired
by  C.E.C. The Board of Directors may increase the maximum number
of  shares of Common  Stock as to which Awards may be granted  at
such time as it deems advisable.

                              VI.
               Persons Eligible to Receive Awards

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

                              VII.
                        Grants of Awards

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

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

                              IX.
                           Employment

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

                               X.
                      Laws and Regulations

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

                              XI.
                      Withholding of Taxes

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

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

                              XIII
                    Termination of the Plan

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

                             XIV.
                        Delivery of Plan

A  Copy  of  this  Plan shall be delivered to  all  participants,
together  with  a  copy of the resolution or resolutions  of  the
Board  of  Directors authorizing the granting of  the  Award  and
establishing the terms, if any, of participation.

No  dealer, salesman, or any other person has been authorized  by
the   Company   to   give  any  information  or   to   make   any
representations other than those contained in this Prospectus  in
connection with the offering made hereby, and if given  or  made,
such information or representations must not be relied upon. This
Prospectus  does  not  constitute  an  offer  to  sell   or   the
solicitation of an offer to buy any securities other  than  those
specifically  offered  hereby  or  an  offer  to   sell,   or   a
solicitation  of  an  offer  to  buy,   to  any  person  in   any
jurisdiction  in  which  such offer or sale  would  be  unlawful.
Neither  the  delivery  of  this Prospectus  nor  any  sale  made
hereunder  shall  under any circumstances create any  implication
that there has been no change in the affairs of the Company since
any  of  the dates as of which information is furnished or  since
the date of this Prospectus.