<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
February 13, 1995.

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

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              __________

                               FORM S-8

                        REGISTRATION STATEMENT

                                 UNDER

                      THE SECURITIES ACT OF 1933
                              __________


                         INTERMET CORPORATION
          --------------------------------------------------
          (Exact Name of Issuer as Specified in its Charter)


          Georgia                            58-1563873
_______________________________         _____________________
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)          Identification Number)


       Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339
       ---------------------------------------------------------
         (Address of principal executive offices)   (Zip Code)

                            John Doddridge
                 Chairman and Chief Executive Officer
                         INTERMET CORPORATION
                              Suite 1600
                         2859 Paces Ferry Road
                        Atlanta, Georgia  30339
                            (404) 431-6000
- -------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of
   Agent for Service)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                                Proposed
Title of Securities               Amount to                 Maximum Aggregate                   Amount of
To Be Registered                  Be Registered              Offering Price                   Registration Fee
- -------------------               -------------             ------------------                ---------------

<S>                               <C>                       <C>                                <C>
Common Stock, $0.10               50,000 shares                 $343,750 <F1>                      $118.53
par value
- -----------------------------------------------------------------------------------------------------------
<FN>
<F1>  Determined in accordance with Rule 457(c) under the Securities Act of 1933, based on $6.875, the
      average of the high and low sale prices quoted on The Nasdaq Stock Market on February 8, 1995.
</FN>
/TABLE
<PAGE>
<PAGE>

                              PROSPECTUS

===============================================================

                         INTERMET CORPORATION


                              __________

                     50,000 SHARES OF COMMON STOCK

                               _________



     This Prospectus relates to the offer from time to time of 50,000
shares (the "Shares") of Common Stock, $0.10 par value per share (the
"Common Stock"), of INTERMET CORPORATION (the "Company") by a
shareholder of the Company (the "Selling Shareholder").  The company
will not receive any of the proceeds of the sale of the Shares offered
hereby.  For information respecting the Selling Shareholder and the
plan of distribution of the Shares, see "Selling Shareholder" and
"Plan of Distribution" herein.

                                ______

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

                              __________



===============================================================

           The date of this Prospectus is February 13, 1995.<PAGE>
<PAGE>

                         AVAILABLE INFORMATION
                        ----------------------

     The Company is subject to certain informational reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission").  Such periodic reports, proxy statements and other
information filed by the Company with the Commission can be inspected
and copied at the public reference facilities maintained by the
Commission's regional offices in New York (75 Park Place, New York,
New York) and Chicago (500 W. Madison, Suite 1400, Chicago, Illinois)
and copies of such material can be obtained from the public reference
section of the Commission, 450 Fifth Street, Washington, D.C.  20549.

     The Company hereby undertakes to provide without charge to each
person, including a beneficial owner, to whom a Prospectus is
delivered, upon the written or oral request of such person, a copy of
any and all of the documents that are incorporated by reference in
this Prospectus (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the documents
that this Prospectus incorporates) and any documents required to be
delivered  pursuant to Rule 428 promulgated under the Securities Act
of 1933.  Written or oral requests for such copies should be directed
to:  James W. Rydel, Intermet Corporation, 2859 Paces Ferry Road,
Suite 1600, Atlanta, Georgia  30339, telephone number (404) 431-6000.

                           TABLE OF CONTENTS
                          ------------------

                                                           Page
                                                           ----
     Available Information ..................................1
     Table of Contents.......................................1
     Incorporation of Certain Documents by Reference.........2
     The Company.............................................2
     Selling Shareholder.....................................3
     Plan of Distribution....................................4
     Securities to be Offered................................4
     Experts.................................................4
     Legal Matters...........................................4
















                                  -1-<PAGE>
<PAGE>

     No person has been authorized to give any information or to make
any representation other than those contained in this Prospectus, and,
if given or made, such information must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities
covered by this Prospectus in any State to any person to whom it is
unlawful to make such offer or solicitation in such State.  Neither
the delivery of the Prospectus nor any sale hereunder shall, under any
circumstances, create an implication that there has been no change in
the facts herein set forth since the date hereof.

            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
            -----------------------------------------------

     The following documents filed by the Company with the Commission
are incorporated in and made a part of this Prospectus by reference:

          (a)  The Company's Annual Report on Form 10-K for the year
     ended December 31, 1993 filed pursuant to Section 13 of the
     Exchange Act;

          (b)  All reports filed by the Company pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the year
     covered by the Company's 1993 Annual Report on Form 10-K;

          (c)  The description of Common Stock contained in the
     Company's Registration Statement filed under Section 12 of the
     Exchange Act, including all amendments or reports filed for the
     purpose of updating such descriptions; and

          (d)  All other documents subsequently filed by the Company
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act prior  to the filing of a post-effective amendment which
     indicates that all securities offered by this Prospectus have
     been sold or which deregisters all such securities that remain
     unsold.

                              THE COMPANY
                             ------------

     Intermet Corporation is organized under the laws of the State of
Georgia.  The principal executive offices of the Company are located
at 2859 Paces Ferry Road, Suite 1600, Atlanta, Georgia  30339, and the
Company's telephone number is (404) 431-6000.













                                  -2-<PAGE>
<PAGE>
                          SELLING SHAREHOLDER
                          -------------------


     The Shares covered by this Prospectus are being offered from time
to time for the account of John Doddridge, Chairman and Chief
Executive Officer ("CEO") and a shareholder of the Company (the
Selling Shareholder").  The Shares were acquired by the Selling
Shareholder upon his employment as CEO by the Company in December
1994.

     30,000 of the Shares are subject to forfeiture unless the Selling
Shareholder remains employed by the Company through certain dates, as
described below, except in certain circumstances.  Such restricted
shares are covered by this Prospectus but will not be offered by the
Selling Shareholder until the restrictions are removed.

     The name, address and position with the Company of the Selling
Shareholder, the number of shares of Common Stock beneficially owned
by him as of February 7, 1995, the number of shares owned by the
Selling Shareholder covered by this Prospectus, and the number of
remaining shares of Common Stock owned by him are as set forth in the
table below.  The Selling Shareholder has sole voting and investment
power with respect to all shares of Common Stock shown as beneficially
owned by him except as noted below.

<TABLE>
<CAPTION>
                                                                                               Shares
                                                                       Shares                 Covered
                                                                    Beneficially               by this        Remaining
Selling Shareholder               Position with Company                 Owned                 Prospectus        Shares
- -------------------               ---------------------             ------------              ----------      ----------

<S>                               <S>                               <C>                       <C>             <C>
John Doddridge                    Chairman and Chief Executive
                                  Officer                           150,000 <F1>              50,000 <F2>      100,000
___________________________
<FN>
<F1>    100,000 shares of Common Stock are beneficially owned pursuant to presently exercisable options. 30,000 shares of
        Common Stock are subject to forfeiture through the dates described in Footnote (2) below. Until a share becomes
        nonforfeitable, it cannot be sold by the Selling Shareholder.

<F2>    Up to 30,000 shares become nonforfeitable by the Selling Shareholder if he remains continuously employed by the
        Company through certain dates, as set forth in the following schedule:


         If the Selling Shareholder                       Number of
         Remains Employed by the Company           Nonforfeitable Shares
         --------------------------------          ----------------------

         Through December 1, 1995                           10,000
         Through December 1, 1996                           20,000
         Through December 1, 1997                           30,000

              All 30,000 shares become immediately nonforfeitable by the Selling Shareholder in the event of a change in
         control of the Company (as defined in a certain agreement).  If the Selling Shareholder's employment is terminated
         under certain circumstances (as defined in the agreement), all 30,000 shares become nonforfeitable, and if terminated
         in other circumstances, the Selling Shareholder forfeits those shares that are not vested at the date of termination.

</FN>
</TABLE>
                                                             -3-<PAGE>
<PAGE>

                         PLAN OF DISTRIBUTION
                         ---------------------

     The Selling Shareholder and his pledgees and donees may sell the
Shares described above from time to time as market conditions permit
in The Nasdaq Stock Market, or otherwise, at prices and on terms then
prevailing or in negotiated transactions.  The Shares may be sold by
one or more of the following methods, without limitation:

     (a) a block trade in which a broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;

     (b) purchases by a broker or a dealer (including a market maker)
as principal and resale by such broker or dealer for its account
pursuant to this Prospectus;

     (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and

     (d) face to face transactions between sellers and purchasers
without a broker-dealer.

In effecting sales, brokers or dealers engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. 
Such brokers or dealers may receive commissions or discounts from the
Selling Shareholder in amounts to be negotiated.  Such brokers and
dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in connection with such sales.

                       SECURITIES TO BE OFFERED
                       ------------------------

     The Shares offered hereby are shares of Common Stock, $.10 par
value per share, of the Company.  The Company's Common Stock is quoted
on The Nasdaq Stock Market under the symbol "INMT."

                                EXPERTS
                                -------

     The consolidated financial statements of Intermet Corporation
incorporated by reference in Intermet Corporation's annual report
(Form 10-K) for the year ended December 31, 1993 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference.  Such
financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein
in reliance upon the report of Ernst & Young LLP pertaining to such
financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such
firm as experts in accounting and auditing.

                             LEGAL MATTERS
                             -------------

     The opinion of Kilpatrick & Cody, Atlanta, Georgia, addressing
certain legal matters, is included as an exhibit to the Registration
Statement on Form S-8 filed with the Commission with respect to the
securities offered pursuant to this Prospectus.  As of February 7,
1995, attorneys of Kilpatrick & Cody who worked on this matter
beneficially owned 8,623 shares of the Company's Common Stock.



                                  -4-<PAGE>
<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference into this
Registration Statement on Form S-8, and shall be deemed to be
incorporated by reference in the Registration Statement and to be a
part thereof from the date of filing of such documents:

     (a)  The Registrant's Annual Report on Form 10-K for the year
          ended December 31, 1993;

     (b)  All other reports of the Registrant filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act since the end of
          the fiscal year covered by the Form 10-K for the year ended
          December 31, 1993;

     (c)  The description of Common Stock contained in the Company's
          Registration Statement filed under Section 12 of the
          Exchange Act, including all amendments or reports filed for
          the purpose of updating such descriptions; and

     (d)  All other documents subsequently filed by the Registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act prior to filing of a post-effective amendment
          which indicates that all securities offered pursuant to this
          Registration Statement have been sold or which deregisters
          all such securities that remain unsold.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Attorneys of Kilpatrick & Cody who worked on this matter
beneficially own 8,623 shares of Registrant Common Stock as of
February 7, 1995.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As permitted under Georgia law, the Registrant's Amended and
Restated Articles of Incorporation provide that a director shall not
be personally liable to the Registrant or its shareholders for
monetary damages for breach of duty or care or any other duty owed to
the Registrant as a director, except that such provision shall not
eliminate or limit the liability of a director (a) for any
appropriation, in violation of his duties, or any business opportunity
of the Registrant, (b) for acts or omissions which involve intentional
misconduct or a knowing violation of law, (c) for unlawful corporate
distributions or (d) for any transaction from which the director
received an improper benefit.

     Articles VII of the Bylaws of the Registrant authorize
indemnification of the Registrant's officers and directors for any
liability and expense incurred by them, in connection with or
resulting from any threatened, pending or completed legal action or
other proceeding or investigation by reason of his being or having
been an officer or director.  An officer or director may only be
indemnified if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to a criminal matter, he did not have
reasonable cause to believe that his conduct was unlawful.  No officer
or director who has been adjudged liable for negligence or misconduct
in the performance of his corporate duties is entitled to
indemnification, unless and except to the extent that the court
reaching such a determination of liability, in view of all the

                                  -5-<PAGE>
<PAGE>

relevant circumstances, shall also determine that despite such
liability such person is fairly and reasonably entitled to
indemnification.

     Any officer or director who has been wholly successful on the
merits or otherwise in an action or proceeding in his official
capacity is entitled to indemnification by the Registrant as of right. 
All other determinations in respect of indemnification shall be made
by either:  (i) a majority vote of a quorum of disinterested
directors; (ii) independent legal counsel selected in accordance with
the Bylaws and at the request of the Board; or (iii) the holders of a
majority of the Registrant's stock who at such time are entitled to
vote for the election of directors.

     In the event any payments are made to an officer or director by
way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Registrant must notify
its shareholders of such payment and all relevant details in a timely
manner and in no event later than 15 months after the date of such
payment.

     The provisions of the Registrant's Bylaws on indemnification are
consistent in all material respects with the laws of the State of
Georgia, which authorize indemnification of corporate officers and
directors.

     The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful acts
or omissions, subject to certain limitations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     The 50,000 shares of common stock subject to the reoffer
prospectus filed with this Registration Statement were issued by the
Registrant in a transaction exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of such Act.

ITEM 8.  EXHIBITS

     The exhibits included as part of this Registration Statement are
as follow:


Exhibit Number           Description
- --------------           -----------

     5                   Opinion of Kilpatrick & Cody
                         as to the legality of the
                         securities being registered

    23                   Consent of Ernst & Young LLP

    25                   Power of Attorney (included on
                         signature page of Registration
                         Statement)

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement to include any material information with respect to its
     plan of its distribution not previously disclosed in the

                                  -6-<PAGE>
<PAGE>


     registration statement or any material change in such information
     in the registration statement.

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

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

     (b)  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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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






                                  -7-<PAGE>
<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 it behalf by
the undersigned, thereunto duly authorized, in the City  of Atlanta,
State of Georgia, on February 9, 1995.

                         INTERMET CORPORATION



                         By:  /s/ John Doddridge
                            -----------------------------------
                            John Doddridge, Chairman and Chief
                               Executive Officer


                   POWER OF ATTORNEY AND SIGNATURES

     Know all men by these presents, that each person whose signature
appears below constitutes and appoints John Doddridge and John D.
Ernst, or either of them, as attorney-in-fact, either with power of
substitution, for him in any and all capacities, to sign any
amendments to this Form S-8, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below as of February 9, 1995 by the
following persons on behalf of the Registrant in the capacities
indicated.

Signature                                 Capacity

 /s/ John Doddridge                       Chairman of the Board of
- ----------------------------              Directors and Chief
John Doddridge                            Executive Officer 
                                          (Principal Executive
                                            Officer)

 /s/ Vernon R. Alden                      Director
- ----------------------------
Vernon R. Alden<PAGE>
<PAGE>


 /s/ J. Frank Broyles                     Director
- ----------------------------
J. Frank Broyles

                                          Director
- ----------------------------
John P. Crecine

 /s/ Anton Dorfmueller, Jr.               Director
- ----------------------------
Anton Dorfmueller, Jr.


 /s/ John B. Ellis                        Director
- ----------------------------
John B. Ellis

 /s/ Wilfred E. Gross, Jr                 Director
- ----------------------------
Wilfred E. Gross, Jr.

 /s/ A. Wayne Hardy                       Director
- ----------------------------
A. Wayne Hardy

 /s/ George W. Mathews, Jr.               Director
- ----------------------------
George W. Mathews, Jr.

 /s/ Harold C. McKenzie, Jr.              Director
- ----------------------------
Harold C. McKenzie, Jr.

 /s/ J. Mason Reynolds                    Director
- ----------------------------
J. Mason Reynolds

 /s / Curtis W. Tarr                      Director
- ----------------------------
Curtis W. Tarr

 /s/ John D. Ernst                        Vice President - Finance,
- -----------------------------             Chief Financial Officer
John D. Ernst                             (Principal Financial
                                           Officer)

 /s/ Peter C. Bouxsein                    Controller (Principal
- -----------------------------             Accounting Officer)
Peter C. Bouxsein<PAGE>
<PAGE>

                                    EXHIBIT INDEX



Exhibit Number              Description
- --------------              -----------

     5                      Opinion of Kilpatrick & Cody
                            as to the legality of the
                            securities being registered

    23                      Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT FOR INTERMET", "secsgml_size_bytes": 27762}]
{"company-data": {"conformed-name": "INTERMET CORP", "cik": "0000745287", "assigned-sic": "3320", "irs-number": "581563873", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57665", "film-number": "95509125"}, "business-address": {"street1": "2859 PACES FERRY RD STE 1600", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "4044316000"}, "mail-address": {"street1": "2859 PACES FERRY ROAD", "street2": "SUITE 1600", "city": "ATLANTA", "state": "GA", "zip": "30339"}}
As filed with the Securities and Exchange Commission on
February 13, 1995.

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

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              __________

                               FORM S-8

                        REGISTRATION STATEMENT

                                 UNDER

                      THE SECURITIES ACT OF 1933
                              __________

                         INTERMET CORPORATION
          --------------------------------------------------
          (Exact Name of Issuer as Specified in its Charter)

          Georgia                            58-1563873
_______________________________         _____________________
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)          Identification Number)

       Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339
       ---------------------------------------------------------
         (Address of principal executive offices)   (Zip Code)

                            John Doddridge
                 Chairman and Chief Executive Officer
                         INTERMET CORPORATION
                              Suite 1600
                         2859 Paces Ferry Road
                        Atlanta, Georgia  30339
                            (404) 431-6000
- -------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of
   Agent for Service)
- -----------------------------------------------------------------------------------------------------------
                                                                Proposed
Title of Securities               Amount to                 Maximum Aggregate                   Amount of
To Be Registered                  Be Registered              Offering Price                   Registration Fee
- -------------------               -------------             ------------------                ---------------
Common Stock, $0.10               50,000 shares                 $343,750
$118.53
par value
- -----------------------------------------------------------------------------------------------------------
Determined in accordance with Rule 457(c) under the Securities Act of 1933, based on $6.875, the
      average of the high and low sale prices quoted on The Nasdaq Stock Market on February 8, 1995.
/TABLE
PROSPECTUS

===============================================================

                         INTERMET CORPORATION

                              __________

                     50,000 SHARES OF COMMON STOCK

                               _________

     This Prospectus relates to the offer from time to time of 50,000
shares (the "Shares") of Common Stock, $0.10 par value per share (the
"Common Stock"), of INTERMET CORPORATION (the "Company") by a
shareholder of the Company (the "Selling Shareholder").  The company
will not receive any of the proceeds of the sale of the Shares offered
hereby.  For information respecting the Selling Shareholder and the
plan of distribution of the Shares, see "Selling Shareholder" and
"Plan of Distribution" herein.

                                ______

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

                              __________

===============================================================

           The date of this Prospectus is February 13, 1995.
AVAILABLE INFORMATION
                        ----------------------

     The Company is subject to certain informational reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission").  Such periodic reports, proxy statements and other
information filed by the Company with the Commission can be inspected
and copied at the public reference facilities maintained by the
Commission's regional offices in New York (75 Park Place, New York,
New York) and Chicago (500 W. Madison, Suite 1400, Chicago, Illinois)
and copies of such material can be obtained from the public reference
section of the Commission, 450 Fifth Street, Washington, D.C.  20549.

     The Company hereby undertakes to provide without charge to each
person, including a beneficial owner, to whom a Prospectus is
delivered, upon the written or oral request of such person, a copy of
any and all of the documents that are incorporated by reference in
this Prospectus (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the documents
that this Prospectus incorporates) and any documents required to be
delivered  pursuant to Rule 428 promulgated under the Securities Act
of 1933.  Written or oral requests for such copies should be directed
to:  James W. Rydel, Intermet Corporation, 2859 Paces Ferry Road,
Suite 1600, Atlanta, Georgia  30339, telephone number (404) 431-6000.

                           TABLE OF CONTENTS
                          ------------------

                                                           Page
                                                           ----
     Available Information ..................................1
     Table of Contents.......................................1
     Incorporation of Certain Documents by Reference.........2
     The Company.............................................2
     Selling Shareholder.....................................3
     Plan of Distribution....................................4
     Securities to be Offered................................4
     Experts.................................................4
     Legal Matters...........................................4

                                  -1-
No person has been authorized to give any information or to make
any representation other than those contained in this Prospectus, and,
if given or made, such information must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities
covered by this Prospectus in any State to any person to whom it is
unlawful to make such offer or solicitation in such State.  Neither
the delivery of the Prospectus nor any sale hereunder shall, under any
circumstances, create an implication that there has been no change in
the facts herein set forth since the date hereof.

            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
            -----------------------------------------------

     The following documents filed by the Company with the Commission
are incorporated in and made a part of this Prospectus by reference:

          (a)  The Company's Annual Report on Form 10-K for the year
     ended December 31, 1993 filed pursuant to Section 13 of the
     Exchange Act;

          (b)  All reports filed by the Company pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the year
     covered by the Company's 1993 Annual Report on Form 10-K;

          (c)  The description of Common Stock contained in the
     Company's Registration Statement filed under Section 12 of the
     Exchange Act, including all amendments or reports filed for the
     purpose of updating such descriptions; and

          (d)  All other documents subsequently filed by the Company
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act prior  to the filing of a post-effective amendment which
     indicates that all securities offered by this Prospectus have
     been sold or which deregisters all such securities that remain
     unsold.

                              THE COMPANY
                             ------------

     Intermet Corporation is organized under the laws of the State of
Georgia.  The principal executive offices of the Company are located
at 2859 Paces Ferry Road, Suite 1600, Atlanta, Georgia  30339, and the
Company's telephone number is (404) 431-6000.

                                  -2-
SELLING SHAREHOLDER
                          -------------------

     The Shares covered by this Prospectus are being offered from time
to time for the account of John Doddridge, Chairman and Chief
Executive Officer ("CEO") and a shareholder of the Company (the
Selling Shareholder").  The Shares were acquired by the Selling
Shareholder upon his employment as CEO by the Company in December
1994.

     30,000 of the Shares are subject to forfeiture unless the Selling
Shareholder remains employed by the Company through certain dates, as
described below, except in certain circumstances.  Such restricted
shares are covered by this Prospectus but will not be offered by the
Selling Shareholder until the restrictions are removed.

     The name, address and position with the Company of the Selling
Shareholder, the number of shares of Common Stock beneficially owned
by him as of February 7, 1995, the number of shares owned by the
Selling Shareholder covered by this Prospectus, and the number of
remaining shares of Common Stock owned by him are as set forth in the
table below.  The Selling Shareholder has sole voting and investment
power with respect to all shares of Common Stock shown as beneficially
owned by him except as noted below.
Shares
                                                                       Shares                 Covered
                                                                    Beneficially               by this        Remaining
Selling Shareholder               Position with Company                 Owned                 Prospectus        Shares
- -------------------               ---------------------             ------------              ----------      ----------
John Doddridge                    Chairman and Chief Executive
                                  Officer                           150,000
50,000
100,000
___________________________
100,000 shares of Common Stock are beneficially owned pursuant to presently exercisable options. 30,000 shares of
        Common Stock are subject to forfeiture through the dates described in Footnote (2) below. Until a share becomes
        nonforfeitable, it cannot be sold by the Selling Shareholder.
Up to 30,000 shares become nonforfeitable by the Selling Shareholder if he remains continuously employed by the
        Company through certain dates, as set forth in the following schedule:

         If the Selling Shareholder                       Number of
         Remains Employed by the Company           Nonforfeitable Shares
         --------------------------------          ----------------------

         Through December 1, 1995                           10,000
         Through December 1, 1996                           20,000
         Through December 1, 1997                           30,000

              All 30,000 shares become immediately nonforfeitable by the Selling Shareholder in the event of a change in
         control of the Company (as defined in a certain agreement).  If the Selling Shareholder's employment is terminated
         under certain circumstances (as defined in the agreement), all 30,000 shares become nonforfeitable, and if terminated
         in other circumstances, the Selling Shareholder forfeits those shares that are not vested at the date of termination.
-3-
PLAN OF DISTRIBUTION
                         ---------------------

     The Selling Shareholder and his pledgees and donees may sell the
Shares described above from time to time as market conditions permit
in The Nasdaq Stock Market, or otherwise, at prices and on terms then
prevailing or in negotiated transactions.  The Shares may be sold by
one or more of the following methods, without limitation:

     (a) a block trade in which a broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;

     (b) purchases by a broker or a dealer (including a market maker)
as principal and resale by such broker or dealer for its account
pursuant to this Prospectus;

     (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and

     (d) face to face transactions between sellers and purchasers
without a broker-dealer.

In effecting sales, brokers or dealers engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. 
Such brokers or dealers may receive commissions or discounts from the
Selling Shareholder in amounts to be negotiated.  Such brokers and
dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in connection with such sales.

                       SECURITIES TO BE OFFERED
                       ------------------------

     The Shares offered hereby are shares of Common Stock, $.10 par
value per share, of the Company.  The Company's Common Stock is quoted
on The Nasdaq Stock Market under the symbol "INMT."

                                EXPERTS
                                -------

     The consolidated financial statements of Intermet Corporation
incorporated by reference in Intermet Corporation's annual report
(Form 10-K) for the year ended December 31, 1993 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference.  Such
financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein
in reliance upon the report of Ernst & Young LLP pertaining to such
financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such
firm as experts in accounting and auditing.

                             LEGAL MATTERS
                             -------------

     The opinion of Kilpatrick & Cody, Atlanta, Georgia, addressing
certain legal matters, is included as an exhibit to the Registration
Statement on Form S-8 filed with the Commission with respect to the
securities offered pursuant to this Prospectus.  As of February 7,
1995, attorneys of Kilpatrick & Cody who worked on this matter
beneficially owned 8,623 shares of the Company's Common Stock.

                                  -4-
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference into this
Registration Statement on Form S-8, and shall be deemed to be
incorporated by reference in the Registration Statement and to be a
part thereof from the date of filing of such documents:

     (a)  The Registrant's Annual Report on Form 10-K for the year
          ended December 31, 1993;

     (b)  All other reports of the Registrant filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act since the end of
          the fiscal year covered by the Form 10-K for the year ended
          December 31, 1993;

     (c)  The description of Common Stock contained in the Company's
          Registration Statement filed under Section 12 of the
          Exchange Act, including all amendments or reports filed for
          the purpose of updating such descriptions; and

     (d)  All other documents subsequently filed by the Registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act prior to filing of a post-effective amendment
          which indicates that all securities offered pursuant to this
          Registration Statement have been sold or which deregisters
          all such securities that remain unsold.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Attorneys of Kilpatrick & Cody who worked on this matter
beneficially own 8,623 shares of Registrant Common Stock as of
February 7, 1995.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As permitted under Georgia law, the Registrant's Amended and
Restated Articles of Incorporation provide that a director shall not
be personally liable to the Registrant or its shareholders for
monetary damages for breach of duty or care or any other duty owed to
the Registrant as a director, except that such provision shall not
eliminate or limit the liability of a director (a) for any
appropriation, in violation of his duties, or any business opportunity
of the Registrant, (b) for acts or omissions which involve intentional
misconduct or a knowing violation of law, (c) for unlawful corporate
distributions or (d) for any transaction from which the director
received an improper benefit.

     Articles VII of the Bylaws of the Registrant authorize
indemnification of the Registrant's officers and directors for any
liability and expense incurred by them, in connection with or
resulting from any threatened, pending or completed legal action or
other proceeding or investigation by reason of his being or having
been an officer or director.  An officer or director may only be
indemnified if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to a criminal matter, he did not have
reasonable cause to believe that his conduct was unlawful.  No officer
or director who has been adjudged liable for negligence or misconduct
in the performance of his corporate duties is entitled to
indemnification, unless and except to the extent that the court
reaching such a determination of liability, in view of all the

                                  -5-
relevant circumstances, shall also determine that despite such
liability such person is fairly and reasonably entitled to
indemnification.

     Any officer or director who has been wholly successful on the
merits or otherwise in an action or proceeding in his official
capacity is entitled to indemnification by the Registrant as of right. 
All other determinations in respect of indemnification shall be made
by either:  (i) a majority vote of a quorum of disinterested
directors; (ii) independent legal counsel selected in accordance with
the Bylaws and at the request of the Board; or (iii) the holders of a
majority of the Registrant's stock who at such time are entitled to
vote for the election of directors.

     In the event any payments are made to an officer or director by
way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Registrant must notify
its shareholders of such payment and all relevant details in a timely
manner and in no event later than 15 months after the date of such
payment.

     The provisions of the Registrant's Bylaws on indemnification are
consistent in all material respects with the laws of the State of
Georgia, which authorize indemnification of corporate officers and
directors.

     The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful acts
or omissions, subject to certain limitations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     The 50,000 shares of common stock subject to the reoffer
prospectus filed with this Registration Statement were issued by the
Registrant in a transaction exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of such Act.

ITEM 8.  EXHIBITS

     The exhibits included as part of this Registration Statement are
as follow:

Exhibit Number           Description
- --------------           -----------

     5                   Opinion of Kilpatrick & Cody
                         as to the legality of the
                         securities being registered

    23                   Consent of Ernst & Young LLP

    25                   Power of Attorney (included on
                         signature page of Registration
                         Statement)

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement to include any material information with respect to its
     plan of its distribution not previously disclosed in the

                                  -6-
registration statement or any material change in such information
     in the registration statement.

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

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

     (b)  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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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

                                  -7-
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 it behalf by
the undersigned, thereunto duly authorized, in the City  of Atlanta,
State of Georgia, on February 9, 1995.

                         INTERMET CORPORATION

                         By:  /s/ John Doddridge
                            -----------------------------------
                            John Doddridge, Chairman and Chief
                               Executive Officer

                   POWER OF ATTORNEY AND SIGNATURES

     Know all men by these presents, that each person whose signature
appears below constitutes and appoints John Doddridge and John D.
Ernst, or either of them, as attorney-in-fact, either with power of
substitution, for him in any and all capacities, to sign any
amendments to this Form S-8, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below as of February 9, 1995 by the
following persons on behalf of the Registrant in the capacities
indicated.

Signature                                 Capacity

 /s/ John Doddridge                       Chairman of the Board of
- ----------------------------              Directors and Chief
John Doddridge                            Executive Officer 
                                          (Principal Executive
                                            Officer)

 /s/ Vernon R. Alden                      Director
- ----------------------------
Vernon R. Alden
/s/ J. Frank Broyles                     Director
- ----------------------------
J. Frank Broyles

                                          Director
- ----------------------------
John P. Crecine

 /s/ Anton Dorfmueller, Jr.               Director
- ----------------------------
Anton Dorfmueller, Jr.

 /s/ John B. Ellis                        Director
- ----------------------------
John B. Ellis

 /s/ Wilfred E. Gross, Jr                 Director
- ----------------------------
Wilfred E. Gross, Jr.

 /s/ A. Wayne Hardy                       Director
- ----------------------------
A. Wayne Hardy

 /s/ George W. Mathews, Jr.               Director
- ----------------------------
George W. Mathews, Jr.

 /s/ Harold C. McKenzie, Jr.              Director
- ----------------------------
Harold C. McKenzie, Jr.

 /s/ J. Mason Reynolds                    Director
- ----------------------------
J. Mason Reynolds

 /s / Curtis W. Tarr                      Director
- ----------------------------
Curtis W. Tarr

 /s/ John D. Ernst                        Vice President - Finance,
- -----------------------------             Chief Financial Officer
John D. Ernst                             (Principal Financial
                                           Officer)

 /s/ Peter C. Bouxsein                    Controller (Principal
- -----------------------------             Accounting Officer)
Peter C. Bouxsein
EXHIBIT INDEX

Exhibit Number              Description
- --------------              -----------

     5                      Opinion of Kilpatrick & Cody
                            as to the legality of the
                            securities being registered

    23                      Consent of Ernst & Young LLP