As filed with the Securities and Exchange Commission
                        on June 11, 1996
                                  Registration No. 33- __________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                                

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

                                

                          ALTA GOLD CO.
     (Exact name of registrant as specified in its charter)

                                

      NEVADA                                     87-0259249
 (State or other                              (I.R.S. Employer
 jurisdiction of
 incorporation or                            Identification No.)
  organization)
                   601 WHITNEY RANCH DRIVE            
                           SUITE 10
                   LAS VEGAS, NEVADA 89914            
 (Address of registrant's principal executive offices, including
                            zip code)
                                

              ALTA GOLD CO. 1994 STOCK OPTION PLAN
                     (Full title of the plan)
                    ________________________
                                
                         JOHN A. BIELUN
                601 WHITNEY RANCH DRIVE, SUITE 10
                     HENDERSON, NEVADA 89014
                         (702) 433-8525
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                    ________________________
                                
                            COPY TO:
                        MICHAEL J. BONNER
                      J. DAVID HERSHBERGER
                KUMMER KAEMPFER BONNER & RENSHAW
                   3800 HOWARD HUGHES PARKWAY
                          SEVENTH FLOOR
                    LAS VEGAS, NEVADA  89109
                         (702) 792-7000
                                
<TABLE>
<CAPTION>
                 CALCULATION OF REGISTRATION FEE
                                
                                                 PROPOSED      PROPOSED     AMOUNT OF
    TITLE OF EACH CLASS OF       AMOUNT TO BE     MAXIMUM       MAXIMUM    REGISTRATION
  SECURITIES TO BE REGISTERED   REGISTERED<F1>   OFFERING      AGGREGATE       FEE
                                                 PRICE PER     OFFERING
                                                 SHARE<F2>     PRICE<F2>
                                
<S>                               <C>            <C>         <C>             <C>
Common Stock, $0.001 par value    1,000,000      $1.467875   $1,467,875.00   $506.12

<FN>
<F1> Represents the maximum number of shares which may be distributed   
     pursuant to this Registration Statement, absent recapitalization 
     provisions of the Plan.
<F2> Computed  pursuant  to  Rule  457(h)  solely   for  purposes  of 
     determining the registration  fee, based upon the price at which  
     options to purchase shares outstanding as of the date hereof may  
     be exercised (669,000 shares at $1.34375 per share  and  331,000
     shares at $1.71875).
</FN>
</TABLE>
<PAGE>
 
                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT
                                
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The   following  documents  filed  by  Alta  Gold  Co.  (the
"Company")  with  the  Securities and  Exchange  Commission  (the
"Commission") are incorporated herein by reference:

     (a)   The Company's Annual Report on Form 10-K for the  year
ended December 31, 1995, including all amendments;

     (b)   The  Company's Quarterly Report on Form 10-Q  for  the
quarter ended March 31, 1996, including all amendments; and

     (c)   The description of the Company's common stock,  $0.001
par  value  (the  "Common Stock"), set forth  under  the  caption
"Description  of  Capital  Stock" in the  Company's  Registration
Statement  on  Form  S-3, Amendment No.  3,  as  filed  with  the
Commission on June 10, 1996, and all amendments and reports filed
thereafter for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of  1934  ("Exchange Act") prior to the filing  of  a  post-
effective  amendment which indicates that all securities  offered
hereby  have  been  sold  or  which  deregisters  all  securities
remaining unsold, shall be deemed to be incorporated by reference
herein  and  to be a part hereof from the date of the  filing  of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  78.751 of Chapter 78 of the Nevada Revised Statutes
and  Article VIII of the Company's Bylaws contain provisions  for
indemnification of officers, directors, employees and  agents  of
the  Company.   The Bylaws require the Company to indemnify  such
persons to the full extent permitted by Nevada law.  Each  person
will  be indemnified in any proceeding if he acted in good  faith
and  in  a manner which he reasonably believed to be in,  or  not
opposed  to,  the  best interest of the Company.  Indemnification
would cover expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement.

     The  Company's Bylaws also provide that the Company's  Board
of  Directors  may  cause the Company to  purchase  and  maintain
insurance  on behalf of any present or past director  or  officer
insuring  against  any  liability asserted  against  such  person
incurred in the capacity of director or officer or arising out of
such  status, whether or not the Company would have the power  to
indemnify such person.  The Company presently maintains liability
insurance for its directors and officers.

                                2
                                
<PAGE>

ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT                             
NUMBER                        DESCRIPTION
                                    

 4.01   Specimen  Common  Stock Certificate  for  the  Company's
        Common  Stock  is incorporated herein by reference  from
        Amendment  No.2 to the Company's Registration  Statement
        on  Form  S-3 filed April 16, 1996 (file no.  33-84046),
        Item 16, Exhibit 4.01.
 4.02   Alta Gold Co. 1994 Stock Option Plan.
 5.01   Opinion   of  Kummer  Kaempfer  Bonner  &  Renshaw   re:
        legality of the securities being registered.
 23.01  Consent of Arthur Andersen LLP.
 23.02  Consent  of  Kummer Kaempfer Bonner & Renshaw (contained
        in Exhibit 5.01).
 24.01  Power  of  Attorney  (included  on  the  signature  page
        hereto).
        
ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which the 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 this registration  statement
(or  the  most  recent  post-effective amendment  hereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in this registration statement;

           (iii)      To  include any material  information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information in the registration statement.

           PROVIDED, HOWEVER, that paragraphs (1)(i) and  (1)(ii)
of this section shall not apply to this registration statement on
Form  S-8 if the information required to be included in the post-
effective amendment by these paragraphs is contained in  periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d)   of   the  Securities  Exchange  Act  of  1934  that   are
incorporated by reference in this registration statement.

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

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

                                3
                                
<PAGE>

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

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

                                4
                                
<PAGE>

                           SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act,  the
registrant  certifies that it has reasonable grounds  to  believe
that it meets all 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 Henderson, State of Nevada, on May 25, 1996.

                              ALTA GOLD CO.
                                   
                                   
                              By:    /s/
                                   Robert N. Pratt
                                   President,   Chief   Executive
                                   Officer and Director
                                   (Principal Executive Officer)
                                   
                        POWER OF ATTORNEY

     The  undersigned  directors and officers of  Alta  Gold  Co.
hereby  appoint Robert N. Pratt or John A. Bielun as attorney-in-
fact  for  the undersigned, with full power of substitution,  for
and  in the name, place and stead of the undersigned, to sign and
file  with  the  Securities  and Exchange  Commission  under  the
Securities  Act  any and all amendments (including post-effective
amendments) and exhibits to this registration statement  and  any
and  all  applications and other documents to be filed  with  the
Securities and Exchange Commission pertaining to the registration
of  the  securities covered hereby, with full power and authority
to  do  and  perform  any  and  all acts  and  things  whatsoever
requisite  and  necessary  or  desirable,  hereby  ratifying  and
confirming  all that said attorney-in-fact, or his substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

     Pursuant  to  the requirements of the Securities  Act,  this
registration  statement has been signed by  the  persons  in  the
capacities and on the date indicated.

      SIGNERS                    TITLE                 DATE
     
                                                         
                                                         
                                                         
/s/                   President, Chief Executive   May 25, 1996
Robert N. Pratt          Officer and Director            
                         (Principal Executive            
                               Officer)                  
                                                         
/s/                     Vice President-Finance     May 25, 1996
John A. Bielun        and Chief Financial Officer        
                         (Principal Financial
                         Officer and Principal
                          Accounting Officer)
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Ralph N. Gilges                                          
                                                         
                                                         
                                5
<PAGE>
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Thomas A. Henrie                                         
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Iwao Ino                                                 
                                   
                                                         
                                                         
/s/                            Director            May 25, 1996
John A. Keily                                            
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Jack W. Kendrick                                         
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Thomas D. Mueller                                        
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Toshiaki Tanaka                                          

                                6
                                
<PAGE>

                         EXHIBIT INDEX



EXHIBIT                   DESCRIPTION                  SEQUENTIAL   
 NUMBER                                                  PAGE    
                                                        NUMBER  
                                                       
                                                           

  4.01    Specimen Common Stock Certificate  for  the      
          Company's   Common  Stock  is  incorporated
          herein by reference from Amendment No. 2 to
          the  Company's  Registration  Statement  on
          Form S-3 filed April 16, 1996 (file no. 33-
          84046), Item 16, Exhibit 4.01.

  4.02    Alta Gold Co. 1994 Stock Option Plan.            8

  5.01    Opinion of Kummer Kaempfer Bonner & Renshaw     17
          re:   legality  of  the  securities   being
          registered.

 23.01    Consent of Arthur Andersen LLP.                 19

 23.02    Consent of Kummer Kaempfer Bonner & Renshaw  
          included in Exhibit 5.01.

 24.01    Power   of   Attorney  (included   on   the  
          signature page hereto).

                                7
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17074}]
{"company-data": {"conformed-name": "ALTA GOLD CO/NV/", "cik": "0000090350", "assigned-sic": "1040", "irs-number": "870259249", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05697", "film-number": "96579401"}, "business-address": {"street1": "601 WHITNEY RANCH DRIVE", "street2": "STE 10", "city": "HENDERSON", "state": "NV", "zip": "89014", "phone": "8014831116"}, "mail-address": {"street1": "601 WHITNEY RANCH DRIVE", "street2": "STE 10", "city": "HENDERSON", "state": "NV", "zip": "89014"}, "former-company": [{"former-conformed-name": "SILVER KING MINES INC", "date-changed": "19891207"}, {"former-conformed-name": "TREASURY HILL INC", "date-changed": "19661108"}]}
As filed with the Securities and Exchange Commission
                        on June 11, 1996
                                  Registration No. 33- __________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                                

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

                                

                          ALTA GOLD CO.
     (Exact name of registrant as specified in its charter)

                                

      NEVADA                                     87-0259249
 (State or other                              (I.R.S. Employer
 jurisdiction of
 incorporation or                            Identification No.)
  organization)
                   601 WHITNEY RANCH DRIVE            
                           SUITE 10
                   LAS VEGAS, NEVADA 89914            
 (Address of registrant's principal executive offices, including
                            zip code)
                                

              ALTA GOLD CO. 1994 STOCK OPTION PLAN
                     (Full title of the plan)
                    ________________________
                                
                         JOHN A. BIELUN
                601 WHITNEY RANCH DRIVE, SUITE 10
                     HENDERSON, NEVADA 89014
                         (702) 433-8525
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                    ________________________
                                
                            COPY TO:
                        MICHAEL J. BONNER
                      J. DAVID HERSHBERGER
                KUMMER KAEMPFER BONNER & RENSHAW
                   3800 HOWARD HUGHES PARKWAY
                          SEVENTH FLOOR
                    LAS VEGAS, NEVADA  89109
                         (702) 792-7000
CALCULATION OF REGISTRATION FEE
                                
                                                 PROPOSED      PROPOSED     AMOUNT OF
    TITLE OF EACH CLASS OF       AMOUNT TO BE     MAXIMUM       MAXIMUM    REGISTRATION
  SECURITIES TO BE REGISTERED   REGISTERED
OFFERING      AGGREGATE       FEE
                                                 PRICE PER     OFFERING
                                                 SHARE
PRICE
Common Stock, $0.001 par value    1,000,000      $1.467875   $1,467,875.00   $506.12
Represents the maximum number of shares which may be distributed   
     pursuant to this Registration Statement, absent recapitalization 
     provisions of the Plan.
Computed  pursuant  to  Rule  457(h)  solely   for  purposes  of 
     determining the registration  fee, based upon the price at which  
     options to purchase shares outstanding as of the date hereof may  
     be exercised (669,000 shares at $1.34375 per share  and  331,000
     shares at $1.71875).
PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT
                                
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The   following  documents  filed  by  Alta  Gold  Co.  (the
"Company")  with  the  Securities and  Exchange  Commission  (the
"Commission") are incorporated herein by reference:

     (a)   The Company's Annual Report on Form 10-K for the  year
ended December 31, 1995, including all amendments;

     (b)   The  Company's Quarterly Report on Form 10-Q  for  the
quarter ended March 31, 1996, including all amendments; and

     (c)   The description of the Company's common stock,  $0.001
par  value  (the  "Common Stock"), set forth  under  the  caption
"Description  of  Capital  Stock" in the  Company's  Registration
Statement  on  Form  S-3, Amendment No.  3,  as  filed  with  the
Commission on June 10, 1996, and all amendments and reports filed
thereafter for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of  1934  ("Exchange Act") prior to the filing  of  a  post-
effective  amendment which indicates that all securities  offered
hereby  have  been  sold  or  which  deregisters  all  securities
remaining unsold, shall be deemed to be incorporated by reference
herein  and  to be a part hereof from the date of the  filing  of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  78.751 of Chapter 78 of the Nevada Revised Statutes
and  Article VIII of the Company's Bylaws contain provisions  for
indemnification of officers, directors, employees and  agents  of
the  Company.   The Bylaws require the Company to indemnify  such
persons to the full extent permitted by Nevada law.  Each  person
will  be indemnified in any proceeding if he acted in good  faith
and  in  a manner which he reasonably believed to be in,  or  not
opposed  to,  the  best interest of the Company.  Indemnification
would cover expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement.

     The  Company's Bylaws also provide that the Company's  Board
of  Directors  may  cause the Company to  purchase  and  maintain
insurance  on behalf of any present or past director  or  officer
insuring  against  any  liability asserted  against  such  person
incurred in the capacity of director or officer or arising out of
such  status, whether or not the Company would have the power  to
indemnify such person.  The Company presently maintains liability
insurance for its directors and officers.

                                2
ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT                             
NUMBER                        DESCRIPTION
                                    

 4.01   Specimen  Common  Stock Certificate  for  the  Company's
        Common  Stock  is incorporated herein by reference  from
        Amendment  No.2 to the Company's Registration  Statement
        on  Form  S-3 filed April 16, 1996 (file no.  33-84046),
        Item 16, Exhibit 4.01.
 4.02   Alta Gold Co. 1994 Stock Option Plan.
 5.01   Opinion   of  Kummer  Kaempfer  Bonner  &  Renshaw   re:
        legality of the securities being registered.
 23.01  Consent of Arthur Andersen LLP.
 23.02  Consent  of  Kummer Kaempfer Bonner & Renshaw (contained
        in Exhibit 5.01).
 24.01  Power  of  Attorney  (included  on  the  signature  page
        hereto).
        
ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which the 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 this registration  statement
(or  the  most  recent  post-effective amendment  hereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in this registration statement;

           (iii)      To  include any material  information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information in the registration statement.

           PROVIDED, HOWEVER, that paragraphs (1)(i) and  (1)(ii)
of this section shall not apply to this registration statement on
Form  S-8 if the information required to be included in the post-
effective amendment by these paragraphs is contained in  periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d)   of   the  Securities  Exchange  Act  of  1934  that   are
incorporated by reference in this registration statement.

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

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

                                3
(b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  that  is  incorporated  by reference  in  the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

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

                                4
SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act,  the
registrant  certifies that it has reasonable grounds  to  believe
that it meets all 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 Henderson, State of Nevada, on May 25, 1996.

                              ALTA GOLD CO.
                                   
                                   
                              By:    /s/
                                   Robert N. Pratt
                                   President,   Chief   Executive
                                   Officer and Director
                                   (Principal Executive Officer)
                                   
                        POWER OF ATTORNEY

     The  undersigned  directors and officers of  Alta  Gold  Co.
hereby  appoint Robert N. Pratt or John A. Bielun as attorney-in-
fact  for  the undersigned, with full power of substitution,  for
and  in the name, place and stead of the undersigned, to sign and
file  with  the  Securities  and Exchange  Commission  under  the
Securities  Act  any and all amendments (including post-effective
amendments) and exhibits to this registration statement  and  any
and  all  applications and other documents to be filed  with  the
Securities and Exchange Commission pertaining to the registration
of  the  securities covered hereby, with full power and authority
to  do  and  perform  any  and  all acts  and  things  whatsoever
requisite  and  necessary  or  desirable,  hereby  ratifying  and
confirming  all that said attorney-in-fact, or his substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

     Pursuant  to  the requirements of the Securities  Act,  this
registration  statement has been signed by  the  persons  in  the
capacities and on the date indicated.

      SIGNERS                    TITLE                 DATE
     
                                                         
                                                         
                                                         
/s/                   President, Chief Executive   May 25, 1996
Robert N. Pratt          Officer and Director            
                         (Principal Executive            
                               Officer)                  
                                                         
/s/                     Vice President-Finance     May 25, 1996
John A. Bielun        and Chief Financial Officer        
                         (Principal Financial
                         Officer and Principal
                          Accounting Officer)
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Ralph N. Gilges                                          
                                                         
                                                         
                                5
/s/                            Director            May 25, 1996
Thomas A. Henrie                                         
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Iwao Ino                                                 
                                   
                                                         
                                                         
/s/                            Director            May 25, 1996
John A. Keily                                            
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Jack W. Kendrick                                         
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Thomas D. Mueller                                        
                                                         
                                                         
                                                         
/s/                            Director            May 25, 1996
Toshiaki Tanaka                                          

                                6
EXHIBIT INDEX

EXHIBIT                   DESCRIPTION                  SEQUENTIAL   
 NUMBER                                                  PAGE    
                                                        NUMBER  
                                                       
                                                           

  4.01    Specimen Common Stock Certificate  for  the      
          Company's   Common  Stock  is  incorporated
          herein by reference from Amendment No. 2 to
          the  Company's  Registration  Statement  on
          Form S-3 filed April 16, 1996 (file no. 33-
          84046), Item 16, Exhibit 4.01.

  4.02    Alta Gold Co. 1994 Stock Option Plan.            8

  5.01    Opinion of Kummer Kaempfer Bonner & Renshaw     17
          re:   legality  of  the  securities   being
          registered.

 23.01    Consent of Arthur Andersen LLP.                 19

 23.02    Consent of Kummer Kaempfer Bonner & Renshaw  
          included in Exhibit 5.01.

 24.01    Power   of   Attorney  (included   on   the  
          signature page hereto).

                                7