The Goldfield Corporation
                             
     
                       THE GOLDFIELD CORPORATION 1998
                     EXECUTIVE LONG-TERM INCENTIVE PLAN
     
      
                              PLAN INFORMATION
     
     
      THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
                    THAT HAVE BEEN REGISTERED UNDER THE
                           SECURITIES ACT OF 1933.
     
     
              1,300,000 Shares of Common Stock, $.10 par value
     
     
       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
         NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
          SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                OF THE PROSPECTUS.  ANY REPRESENTATION TO THE
                       CONTRARY IS A CRIMINAL OFFENSE.
               
               
February 12, 1999
          
                           
                             Table of Contents
                            
          Section                                                 Page
          
          The Goldfield Corporation 1998 Executive 
            Long-Term Incentive Plan                                3
          
          Other Information                                        19
          
                  Resale Restrictions                              19
          
                  Employee Retirement Income Security Act  
                    (ERISA)                                        19
          
                  Tax Information                                  19
                  
                       Federal Income Tax Consequences             19
          
                       Stock Options                               19
          
                       Stock Appreciation Rights                   21
                  
                       Restricted Stock and Restricted 
                         Stock Units                               21
          
                       Performance Shares and Performance 
                         Units                                     22
          
                       Other Awards                                22
          
                  Information Concerning the Company               23
          
                  Additional Information                           23
          
     
     
                           THE GOLDFIELD CORPORATION
                    1998 EXECUTIVE LONG-TERM INCENTIVE PLAN
     
     
     Article I.     Establishment, Purpose and Duration
     
          A.   Establishment of the Plan.  The Goldfield Corporation,
     a Delaware corporation (hereinafter referred to as the "Company"),
     hereby establishes an incentive compensation plan to be known as
     the "The Goldfield Corporation 1998 Executive Long-Term Incentive
     Plan" (hereinafter referred to as the "Plan"), as set forth in
     this document.  The Plan permits the grant of Nonqualified Stock
     Options (NQSO), Incentive Stock Options (ISO), Stock Appreciation
     Rights (SAR), Restricted Stock, Restricted Stock Units,
     Performance Units, Performance Shares and other awards.
     
          The Plan shall become effective when approved by the
     shareholders at the Annual Meeting on June 2, 1998 (the "Effective
     Date"), and shall remain in effect as provided in Section 1.3
     herein.
     
          B.   Purpose of the Plan.  The purpose of the Plan is to
     promote the success and enhance the value of the Company by
     linking the personal interests of Participants to those of Company
     shareholders and customers.
     
          The Plan is further intended to provide flexibility to the
     Company in its ability to motivate, attract and retain the
     services of Participants upon whose judgment, interest and special
     effort the successful conduct of its operations is largely
     dependent.
     
          C.   Duration of the Plan.  The Plan shall commence on the
     Effective Date, as described in Section 1.1 herein, and shall
     remain in effect, subject to the right of the Board of Directors
     to terminate the Plan at any time pursuant to Article 15 herein,
     until all Shares subject to it shall have been purchased or
     acquired according to the Plan's provisions. 
     
     
     Article II.    Definitions
     
          Whenever used in the Plan, the following terms shall have
     the meanings set forth below and, when such meaning is intended,
     the initial letter of the word is capitalized:
     
          A.   "Award" means, individually or collectively, a grant
     under the Plan of NQSOs, ISOs, SARs, Restricted Stock, Restricted
     Stock Units, Performance Units, Performance Shares or any other
     type of award permitted under Article 10 of the Plan.
     
          B.   "Award Agreement" means an agreement entered into by
     each Participant and the Company, setting forth the terms and
     provisions applicable to an Award granted to a Participant under
     the Plan.
     
          C.   "Base Value" of an SAR shall have the meaning set
     forth in Section 7.1 herein.
     
          D.   "Board" or "Board of Directors" means the Board of
     Directors of the Company.
     
          E.   "Change in Control" means the earliest of the
     following to occur:  (a) the acquisition by any Person of
     beneficial ownership (within the meaning of Rule 13d-3 promulgated
     under the Exchange Act) of 20% or more of the combined voting
     power of the then outstanding securities of the Company entitled
     to vote generally in the election of directors ("Outstanding
     Company Voting Securities"); provided, however, that the following
     acquisitions shall not constitute a Change of Control: (i) any
     acquisition directly from the Company, (ii) any acquisition by the
     Company or any subsidiary thereof, (iii) any acquisition by any
     employee benefit plan (or related trust) sponsored or maintained
     by the Company or any corporation controlled by the Company or
     (iv) any acquisition by any corporation pursuant to a transaction
     described in clauses (i), (ii) and (iii) of paragraph (c) below;
     or (b) individuals who, as of January 1, 1998, constitute the
     Board (the "Incumbent Board") cease for any reason to constitute
     at least a majority of the Board; provided, however that any
     individual becoming a director subsequent to January 1, 1998,
     whose election or nomination for election by the Company's
     shareholders was approved by a vote of at least a majority of the
     directors then comprising the Incumbent Board shall be considered
     as though such individual were a member of the Incumbent Board; or
     (c) the effective date of a reorganization, merger or
     consolidation of the Company (a "Business Combination"), in each
     case, unless, following such Business Combination, (i) all or
     substantially all of the individuals and entities who were the
     beneficial owners of the Outstanding Company Voting Securities
     immediately prior to such Business Combination beneficially own,
     directly or indirectly, more than 80% of the combined voting power
     of the then outstanding securities entitled to vote generally in
     the election of directors of the corporation resulting from such
     Business Combination (including, without limitation, a corporation
     which as a result of such transaction owns the Company through one
     or more subsidiaries) in substantially the same proportion as
     their ownership, immediately prior to such Business Combination, of
     the Outstanding Company Voting Securities, (ii) no Person
     (excluding any employee benefit plan (or related trust) of the
     Company or such corporation resulting from such Business
     Combination) beneficially owns, directly or indirectly, 20% or
     more of the combined voting power of the then outstanding voting
     securities of such corporation except to the extent that such
     ownership existed prior to the Business Combination and (iii) at
     least a majority of the members of the board of directors of the
     corporation resulting from such Business Combination were members
     of the Incumbent Board at the time of the execution of the initial
     agreement, or of the action of the Board, providing for such
     Business Combination; or (d) the effective date of (i) a complete
     liquidation or dissolution of the Company or (ii) the sale or
     other disposition of all or substantially all of the assets of the
     Company, other than to a corporation, with respect to which
     following such sale or other disposition (A) 80% of the combined
     voting power of the then outstanding securities of such
     corporation entitled to vote generally in the election of
     directors is then beneficially owned, directly or indirectly, by
     all or substantially all of the individuals and entities who were
     the beneficial owners, respectively, of the Outstanding Company
     Voting Securities immediately prior to such sale or other
     disposition, in substantially the same proportion as their
     ownership, immediately prior to such sale or other disposition, of
     the Outstanding Company Voting Securities, (B) less than 20% of
     the combined voting power of the then outstanding voting
     securities of such corporation entitled to vote generally in the
     election of directors is then beneficially owned, directly or
     indirectly, by any Person (excluding any employee benefit plan (or
     related trust) of the Company or such corporation), except to the
     extent that such Person owned 20% or more of the Outstanding
     Company Voting Securities prior to the sale or disposition and (C)
     at least a majority of the members of the board of directors of
     such corporation were members of the Incumbent Board at the time
     of the execution of the initial agreement, or of the action of the
     Board, providing for such sale or other disposition of assets of
     the Company or were elected, appointed or nominated by the Board.
     
          F.   "Code" means the Internal Revenue Code of 1986, as
     amended from time to time.
     
          G.   "Committee" means the committee, as specified in
     Article 3, appointed by the Board to administer the Plan with
     respect to Awards.
     
          H.   "Company" means The Goldfield Corporation, a Delaware
     corporation, or any successor thereto as provided in Article 17
     herein.
     
          I.   "Director" means any individual who is a member of the
     Board of Directors of the Company.
          
          J.   "Dividend Equivalent" means, with respect to Shares
     subject to an Award, a right to be paid an amount equal to
     dividends declared on an equal number of outstanding Shares.
     
          K.   "Eligible Employee" means an Employee who is eligible
     to participate in the Plan, as set forth in Section 5.1 herein.
     
          L.   "Employee" means any full-time or regularly-scheduled
     part-time employee of the Company or of the Company's
     Subsidiaries, who is not covered by any collective bargaining
     agreement to which the Company or any of its Subsidiaries is a
     party.  Directors who are not otherwise employed by the Company
     shall not be considered Employees for purposes of the Plan.  For
     purposes of the Plan, transfer of employment of a Participant
     between the Company and any one of its Subsidiaries (or between
     Subsidiaries) shall not be deemed a termination of employment.
     
          M.   "Exchange Act" means the Securities Exchange Act of
     1934, as amended from time to time, or any successor act thereto.
     
          N.   "Exercise Period" means the period during which an SAR
     or Option is exercisable, as set forth in the related Award
     Agreement.
     
          O.   "Fair Market Value" of the Company's common stock on a
     Trading Day shall mean the last reported sale price for common
     stock or, in case no such reported sale takes place on such
     Trading Day, the average of the closing bid and asked prices for
     the common stock for such Trading Day, in either case on the
     principal national securities exchange on which the common stock
     is listed or admitted to trading, or if the common stock is not
     listed or admitted to trading on any national securities exchange,
     but is traded in the over-the-counter market, the closing sale
     price of the common stock or, if no sale is publicly reported, the
     average of the closing bid and asked quotations for the common
     stock, as reported by the National Association of Securities
     Dealers Automated Quotation System ("NASDAQ") or any comparable
     system or, if the common stock is not listed on NASDAQ or a
     comparable system, the closing sale price of the common stock or,
     if no sale is publicly reported, the average of the closing bid
     and asked prices, as furnished by two members of the National
     Association of Securities Dealers, Inc. who make a market in the
     common stock selected from time to time by the Company for that
     purpose.  In addition, for purposes of this definition, a "Trading
     Day" shall mean, if the common stock is listed on any national
     securities exchange, a business day during which such exchange was
     open for trading and at least one trade of common stock was
     effected on such exchange on such business day, or, if the common
     stock is not listed on any national securities exchange but is
     traded in the over-the-counter market, a business day during which
     the over-the-counter market was open for trading and at least one
     "eligible dealer" quoted both a bid and asked price for the common
     stock.  An "eligible dealer" for any day shall include any broker-dealer 
     who quoted both a bid and asked price for such day, but
     shall not include any broker-dealer who quoted only a bid or only
     an asked price for such day.  In the event the Company's common
     stock is not publicly traded, the Fair Market Value of such common
     stock shall be determined by the Committee in good faith.
     
          P.   "Freestanding SAR" means an SAR that is granted
     independently of any Option.
     
          Q.   "Incentive Stock Option" or "ISO" means an option to
     purchase Shares, granted under Article 6 herein, which is
     designated as an Incentive Stock Option and satisfies the
     requirements of Section 422 of the Code.
     
          R.   "Nonqualified Stock Option" or "NQSO" means an option
     to purchase Shares, granted under Article 6 herein, which is not
     intended to be an Incentive Stock Option under Section 422 of the
     Code.
     
          S.   "Option" means an Incentive Stock Option or a
     Nonqualified Stock Option.
     
          T.   "Option Exercise Price" means the price at which a
     Share may be purchased by a Participant pursuant to an Option, as
     determined by the Committee and set forth in the Option Award
     Agreement.
     
          U.   "Participant" means an Employee who has outstanding an
     Award granted under the Plan.
     
          V.  "Performance Period" means the time period during which
     Performance Unit/Performance Shares performance goals must be met.

          W.   "Performance Share" means an Award granted to an
     Eligible Employee, as described in Article 9 herein.
     
          X.   "Performance Unit" means an Award granted to an
     Eligible Employee, as described in Article 9 herein.
     
          Y.   "Period of Restriction" means the period during which
     the transfer of Restricted Stock is limited in some way, as
     provided in Article 8 herein.
     
          Z.   "Person" shall have the meaning ascribed to such term
     in Section 3(a)(9) of the Exchange Act, as used in Sections 13(d)
     and 14(d) thereof, including usage in the definition of a "group"
     in Section 13(d) thereof.
     
          AA.    "Plan" means The Goldfield Corporation 1998 Executive
     Long-Term Incentive Plan.
     
          BB.  "Restricted Stock" means an Award of Shares granted to
     an Eligible Employee  pursuant to Article 8 herein.
     
          CC.  "Restricted Stock Unit" means an Award granted to an
     Eligible Employee pursuant to Article 8 herein.
     
          DD.  "Shares" means the shares of common stock, $.10 par
     value per share, of the Company.
     
          EE.  "Stock Appreciation Right" or "SAR" means a right,
     granted alone or in connection with a related Option, designated
     as an SAR, to receive a payment on the day the right is exercised,
     pursuant to the terms of Article 7 herein. Each SAR shall be
     denominated in terms of one Share.
     
          FF.  "Subsidiary" means any corporation that is a
     "subsidiary corporation" of the Company as that term is defined in
     Section 424(f) of the Code.
     
          GG.  "Tandem SAR" means an SAR that is granted in
     connection with a related Option, the exercise of which shall
     require forfeiture of the right to purchase a Share under the
     related Option (and when a Share is purchased under the Option,
     the Tandem SAR shall be similarly canceled).
     
     
     Article III.   Administration
     
          A.   The Committee. The Plan shall be administered by a
     committee (the "Committee") consisting solely of two or more
     members of the Board.  The members of the Committee shall be
     appointed from time to time by, and shall serve at the discretion
     of, the Board of Directors.
     
          B.   Authority of the Committee.  The Committee shall have
     full power except as limited by law, the Articles of Incorporation
     and the Bylaws of the Company, subject to such other restricting
     limitations or directions as may be imposed by the Board and
     subject to the provisions herein, to determine the Employees to
     receive Awards; to determine the size and types of Awards; to
     determine the terms and conditions of such Awards; to construe and
     interpret the Plan and any agreement or instrument entered into
     under the Plan; to establish, amend or waive rules and regulations
     for the Plan's administration; and (subject to the provisions of
     Article 15 herein) to amend the terms and conditions of any
     outstanding Award.  Further, the Committee shall make all other
     determinations which may be necessary or advisable for the
     administration of the Plan.  As permitted by law, the Committee
     may delegate its authorities as identified hereunder.
     
          C.   Restrictions on Distribution of Shares and Share
     Transferability.  Notwithstanding any other provision of the Plan,
     the Company shall have no liability to deliver any Shares or
     benefits under the Plan unless such delivery would comply with all
     applicable laws (including, without limitation, the Securities Act
     of 1933) and applicable requirements of any securities exchange or
     similar entity and unless the Participant's tax obligations have
     been satisfied as set forth in Article 16.  The Committee may
     impose such restrictions on any Shares acquired pursuant to Awards
     under the Plan as it may deem advisable, including, without
     limitation, restrictions to comply with applicable Federal
     securities laws, with the requirements of any stock exchange or
     market upon which such Shares are then listed and/or traded and
     with any blue sky or state securities laws applicable to such
     Shares.
     
          D.   Decisions Binding.  All determinations and decisions
     made by the Committee pursuant to the provisions of the Plan and
     all related orders or resolutions of the Board shall be final,
     conclusive and binding on all persons, including the Company, its
     shareholders, Employees, Participants and their estates and
     beneficiaries.
     
          E.   Costs. The Company shall pay all costs of
     administration of the Plan.
     
     
     Article IV.    Shares Subject to the Plan
     
          A.   Number of Shares.  Subject to Section 4.2 herein, the
     maximum number of Shares available for grant under the Plan shall
     be 1,342,737.  Shares underlying lapsed or forfeited Awards, or
     Awards that are not paid in Shares, may be reused for other
     Awards; if the Option Exercise Price is satisfied by tendering
     Shares, only the number of Shares issued net of the Shares
     tendered shall be deemed issued under the Plan. Shares granted
     pursuant to the Plan may be (i) authorized but unissued Shares of
     Common Stock, (ii) Treasury Shares or (iii) Shares purchased on
     the open market.
     
          B.   Adjustments in Authorized Shares and Awards.  In the
     event of any merger, reorganization, consolidation,
     recapitalization, liquidation, stock dividend, split-up, spin-off,
     share combination, share exchange or other change in the corporate
     structure of the Company affecting the Awards of the Shares, such
     adjustment shall be made in the outstanding Awards, the number and
     class of Shares which may be delivered under the Plan, and in the
     number and class of and/or price of Shares subject to outstanding
     Awards granted under the Plan, as may be determined to be
     appropriate and equitable by the Committee, in its sole
     discretion, to prevent dilution or enlargement of rights. 
     Notwithstanding the foregoing, (i) each such adjustment with
     respect to an Incentive Stock Option shall comply with the rules
     of Section 424(a) of the Code and (ii) in no event shall any
     adjustment be made which would render any Incentive Stock Option
     granted hereunder to be other than an incentive stock option for
     purposes of Section 422 of the Code.
     
     
     Article V.     Eligibility and Participation
     
          A.   Eligibility.  Persons eligible to participate in the
     Plan ("Eligible Employees") include all officers and key employees
     of the Company and its Subsidiaries, as determined by the
     Committee, including Employees who are members of the Board, but
     excluding Directors who are not Employees.
     
          B.   Actual Participation. Subject to the provisions of the
     Plan, the Committee may, from time to time, select from all
     Eligible Employees those to whom Awards shall be granted.
     
     
     Article VI.    Stock Options
     
          A.   Grant of Options.  Subject to the terms and conditions
     of the Plan, Options may be granted to an Eligible Employee at any
     time and from time to time, as shall be determined by the
     Committee.
     
          The Committee shall have complete discretion in determining
     the number of Shares subject to Options granted to each Eligible
     Employee (subject to Article 4 herein) and, consistent with the
     provisions of the Plan, in determining the terms and conditions
     pertaining to such Options.  The Committee may grant ISOs, NQSOs
     or a combination thereof.
     
          B.   Option Award Agreement.  Each Option grant shall be
     evidenced by an Option Award Agreement that shall specify the
     Option Exercise Price, the term of the Option, the number of
     Shares to which the Option pertains, the Exercise Period and such
     other provisions as the Committee shall determine, including but
     not limited to any rights to Dividend Equivalents.  The Option
     Award Agreement shall also specify whether the Option is intended
     to be an ISO or a NQSO.
     
          The Option Exercise Price for each Share purchasable under
     any ISO granted hereunder shall be such amount as the Committee
     shall, in its best judgment, determine to be not less than one
     hundred percent (100%) of the Fair Market Value per Share at the
     date the Option is granted; and provided, further, that in the
     case of an ISO granted to a person who, at the time such ISO is
     granted, owns shares of stock of the Company or of any Subsidiary
     which possess more than ten percent (10%) of the total combined
     voting power of all classes of shares of stock of the Company or
     of any Subsidiary, the Option Exercise Price for each Share shall
     be such amount as the Committee, in its best judgment, shall
     determine to be not less than one hundred ten percent (110%) of
     the Fair Market Value per Share at the date the Option is granted. 
     The Option Exercise Price will be subject to adjustment in
     accordance with the provisions of Section 4.2 of the Plan.
     
          No ISO by its terms shall be exercisable after the
     expiration of ten (10) years from the date of grant of the Option;
     provided, however, in the case of an ISO granted to a person who,
     at the time such Option is granted, owns shares of stock of the
     Company or of any Subsidiary possessing more than ten percent
     (10%) of the total combined voting power of all classes of shares
     of stock of the Company or of any Subsidiary, such Option shall
     not be exercisable after the expiration of five (5) years from the
     date such Option is granted.
     
          No ISO may be granted after the expiration of ten (10) years
     from the date the Plan is adopted, or the date the Plan is
     approved by the shareholders of the Company, whichever is earlier.
     
          C.   Exercise of and Payment for Options.  Options granted
     under the Plan shall be exercisable at such times and shall be
     subject to such restrictions and conditions as the Committee shall
     in each instance approve.
     
          A Participant may exercise an Option at any time during the
     Exercise Period. Options shall be exercised by the delivery of a
     written notice of exercise to the Company, setting forth the
     number of Shares with respect to which the Option is to be
     exercised, accompanied by provision for full payment for the
     Shares.
     
          The Option Exercise Price shall be payable:  (a) in cash or
     its equivalent, (b) by tendering previously acquired Shares having
     an aggregate Fair Market Value at the time of exercise equal to
     the total Option Exercise Price (provided that the Shares which
     are tendered must have been held by the Participant for at least
     six (6) months prior to their tender to satisfy the Option
     Exercise Price), (c) by broker-assisted cashless exercise or
     (d) by a combination of (a), (b) and/or (c).
     
          As soon as practicable after receipt of a written
     notification of exercise of an Option and provision for full
     payment therefor, there shall be delivered to the Participant, in
     the Participant's name, Share certificates in an appropriate
     amount based upon the number of Shares purchased under the
     Option(s).
     
          D.   Termination of Employment.  Each Option Award
     Agreement shall set forth the extent to which the Participant
     shall have the right to exercise the Option following termination
     of the Participant's employment with the Company and its
     Subsidiaries.  Such provisions shall be determined in the sole
     discretion of the Committee (subject to applicable law), shall be
     included in the Option Award Agreement entered into with
     Participants, need not be uniform among all Options granted
     pursuant to the Plan or among Participants and may reflect
     distinctions based on the reasons for termination of employment. 
     
          E.   Transferability of Options.  Except as otherwise
     determined by the Committee, all Options granted to a Participant
     under the Plan shall be exercisable during his or her lifetime
     only by such Participant and no Option granted under the Plan may
     be sold, transferred, pledged, assigned, or otherwise alienated or
     hypothecated, other than by will or by the laws of descent and
     distribution.  ISOs are not transferable.
     
     
     Article VII.   Stock Appreciation Rights
     
          A.   Grant of SARs.  Subject to the terms and conditions of
     the Plan, an SAR may be granted to an Eligible Employee at any
     time and from time to time as shall be determined by the
     Committee.  The Committee may grant Freestanding SARs, Tandem SARs
     or any combination of these forms of SARs.
     
          The Committee shall have complete discretion in determining
     the number of SARs granted to each Eligible Employee (subject to
     Article 4 herein) and, consistent with the provisions of the Plan,
     in determining the terms and conditions pertaining to such SARs.
     
          The Base Value of a Freestanding SAR shall equal the Fair
     Market Value of a Share on the date of grant of the SAR. The Base
     Value of Tandem SARs shall equal the Option Exercise Price of the
     related Option.
     
          B.   SAR Award Agreement.  Each SAR grant shall be
     evidenced by an SAR Award Agreement that shall specify the number
     of SARs granted, the Base Value, the term of the SAR, the Exercise
     Period and such other provisions as the Committee shall determine.
     
          C.   Exercise and Payment of SARs.  Tandem SARs may be
     exercised for all or part of the Shares subject to the related
     Option upon the surrender of the right to exercise the equivalent
     portion of the related Option.  A Tandem SAR may be exercised only
     with respect to the Shares for which its related Option is then
     exercisable.
     
          Notwithstanding any other provision of the Plan to the
     contrary, with respect to a Tandem SAR granted in connection with
     an ISO:  (i) the Tandem SAR will expire no later than the
     expiration of the underlying ISO; (ii) the value of the payout
     with respect to the Tandem SAR may be for no more than one hundred
     percent (100%) of the difference between the Option Exercise Price
     of the underlying ISO and the Fair Market Value of the Shares
     subject to the underlying ISO at the time the Tandem SAR is
     exercised; and (iii) the Tandem SAR may be exercised only when the
     Fair Market Value of the Shares subject to the ISO exceeds the
     Option Exercise Price of the ISO.
     
          Freestanding SARs may be exercised upon whatever terms and
     conditions the Committee, in its sole discretion, imposes upon
     them.
     
          A Participant may exercise an SAR at any time during the
     Exercise Period.  SARs shall be exercised by the delivery of a
     written notice of exercise to the Company, setting forth the
     number of SARs being exercised.  Upon exercise of an SAR, a
     Participant shall be entitled to receive payment from the Company
     in an amount equal to the product of:
          1.   the excess of (i) the Fair Market Value of a Share on
               the date of exercise over (ii) the Base Value
               multiplied by
     
          2.   the number of Shares with respect to which the SAR is
               exercised.
     
          At the sole discretion of the Committee, the payment to the
     Participant upon SAR exercise may be in cash, in Shares of
     equivalent value or in some combination thereof.
     
          D.   Termination of Employment.  Each SAR Award Agreement
     shall set forth the extent to which the Participant shall have the
     right to exercise the SAR following termination of the
     Participant's employment with the Company and its Subsidiaries. 
     Such provisions shall be determined in the sole discretion of the
     Committee, shall be included in the SAR Award Agreement entered
     into with Participants, need not be uniform among all SARs granted
     pursuant to the Plan or among Participants and may reflect
     distinctions based on the reasons for termination of employment.
     
          E.   Transferability of SARs.  Except as otherwise
     determined by the Committee, all SARs granted to a Participant
     under the Plan shall be exercisable during his or her lifetime
     only by such Participant or his or her legal representative and no
     SAR granted under the Plan may be sold, transferred, pledged,
     assigned, or otherwise alienated or hypothecated, other than by
     will or by the laws of descent and distribution.
     
     
     Article VIII.  Restricted Stock and Restricted Stock Units
     
          A.   Grant of Restricted Stock and Restricted Stock Units.
     Subject to the terms and conditions of the Plan, Restricted Stock
     and/or Restricted Stock Units may be granted to Eligible Employees
     at any time and from time to time, as shall be determined by the
     Committee.
     
          The Committee shall have complete discretion in determining
     the number of shares of Restricted Stock and/or Restricted Stock
     Units granted to each Eligible Employee (subject to Article 4
     herein) and, consistent with the provisions of the Plan, in
     determining the terms and conditions pertaining to such Awards.
     
          B.   Restricted Stock/Restricted Stock Unit Award
     Agreement.  Each grant of Restricted Stock and/or Restricted Stock
     Units grant shall be evidenced by a Restricted Stock and/or
     Restricted Stock Unit Award Agreement that shall specify the
     number of shares of Restricted Stock and/or Restricted Stock Units
     granted, the initial value (if applicable), the Period or Periods
     of Restriction, and such other provisions as the Committee shall
     determine.
     
          C.   Transferability.  Restricted Stock and Restricted
     Stock Units granted hereunder may not be sold, transferred,
     pledged, assigned, or otherwise alienated or hypothecated until
     the end of the applicable Period of Restriction established by the
     Committee and specified in the Award Agreement.  All rights with
     respect to the Restricted Stock and Restricted Stock Units granted
     to a Participant under the Plan shall be available during his or
     her lifetime only to such Participant or his or her legal
     representative.
     
          D.   Certificate Legend.  Each certificate representing
     Restricted Stock granted pursuant to the Plan may bear a legend
     substantially as follows: 
     
              "The sale or other transfer of the shares of stock
               represented by this certificate, whether voluntary,
               involuntary or by operation of law, is subject to
               certain restrictions on transfer as set forth in The
               Goldfield Corporation 1998 Executive Long-Term
               Incentive Plan and in a Restricted Stock Award
               Agreement.  A copy of such Plan and such Agreement may
               be obtained from The Goldfield Corporation."
     
          The Company shall have the right to retain the certificates
     representing Restricted Stock in the Company's possession until
     such time as all restrictions applicable to such Shares have been
     satisfied.
     
          E.   Removal of Restrictions.  Restricted Stock shall
     become freely transferable by the Participant after the last day
     of the Period of Restriction applicable thereto.  Once Restricted
     Stock is released from the restrictions, the Participant shall be
     entitled to have any legend referred to in Section 8.4 removed
     from the Participant's stock certificate.  Payment of Restricted
     Stock Units shall be made after the last date of the period of
     Restriction applicable thereto.  The Committee, in its sole
     discretion, may pay Restricted Stock Units in cash or in shares
     (or in a combination thereof), which have an aggregate Fair Market
     Value equal to the value of the Restricted Stock Units.
     
          F.   Voting Rights.  During the Period of Restriction,
     Participants holding Restricted Stock may exercise full voting
     rights with respect to those Shares.
     
          G.   Dividends and Other Distributions.  Subject to the
     Committee's right to determine otherwise at the time of grant,
     during the Period of Restriction, Participants holding Restricted
     Stock shall receive all regular cash dividends paid with respect
     to all Shares while they are so held.  All other distributions
     paid with respect to such Restricted Stock shall be credited to
     Participants subject to the same restrictions on transferability
     and forfeitability as the Restricted Stock with respect to which
     they were paid and shall be paid to the Participant  promptly
     after the full vesting of the Restricted Stock with respect to
     which such distributions were made.
     
               Rights, if any, to Dividend Equivalents on Restricted
     Stock Units shall be established by the Committee at the time of
     grant and set forth in the Award Agreement.
     
          H.   Termination of Employment.  Each Restricted
     Stock/Restricted Stock Unit Award Agreement shall set forth the
     extent to which the Participant shall have the right to receive 
     Restricted Stock and/or a Restricted Stock Unit payment following
     termination of the Participant's employment with the Company and
     its Subsidiaries.  Such provisions shall be determined in the sole
     discretion of the Committee, shall be included in the Award
     Agreement entered into with Participants, need not be uniform
     among all grants of Restricted Stock/Restricted Stock Units or
     among Participants and may reflect distinctions based on the
     reasons for termination of employment.
     
     
     Article IX.    Performance Units and Performance Shares
     
          A.   Grant of Performance Units and Performance Shares. 
     Subject to the terms and conditions of the Plan, Performance Units
     and/or Performance Shares may be granted to an Eligible Employee
     at any time and from time to time, as shall be determined by the
     Committee.
     
          The Committee shall have complete discretion in determining
     the number of Performance Units and/or Performance Shares granted
     to each Eligible Employee (subject to Article 4 herein) and,
     consistent with the provisions of the Plan, in determining the
     terms and conditions pertaining to such Awards.
     
          B.   Performance Unit/Performance Share Award Agreement. 
     Each grant of Performance Units and/or Performance Shares shall be
     evidenced by a Performance Unit and/or Performance Share Award
     Agreement that shall specify the number of Performance Units
     and/or Performance Shares granted, the initial value (if
     applicable), the Performance Period, the performance goals and
     such other provisions as the Committee shall determine, including
     but not limited to any rights to Dividend Equivalents.
     
          C.   Value of Performance Units/Performance Shares.  Each
     Performance Unit shall have an initial value that is established
     by the Committee at the time of grant.  The value of a Performance
     Share shall be equal to the Fair Market Value of a Share.  The
     Committee shall set performance goals in its discretion which,
     depending on the extent to which they are met, will determine the
     number and/or value of Performance Units/Performance Shares that
     will be paid out to the Participants. 
     
          D.   Earning of Performance Units/Performance Shares. 
     After the applicable Performance Period has ended, the holder of
     Performance Units/Performance Shares shall be entitled to receive
     a payout with respect to the Performance Units/Performance Shares
     earned by the Participant over the Performance Period, to be
     determined as a function of the extent to which the corresponding
     performance goals have been achieved.
     
          E.   Form and Timing of Payment of Performance
     Units/Performance Shares.  Payment of earned Performance
     Units/Performance Shares shall be made following the close of the
     applicable Performance Period.  The Committee, in its sole
     discretion, may pay earned Performance Units/Shares in cash or in
     Shares (or in a combination thereof), which have an aggregate Fair
     Market Value equal to the value of the earned Performance
     Units/Shares at the close of the applicable Performance Period. 
     Such Shares may be granted subject to any restrictions deemed
     appropriate by the Committee.
     
          F.   Termination of Employment.  Each Performance
     Unit/Performance Share Award Agreement shall set forth the extent
     to which the Participant shall have the right to receive a
     Performance Unit/Performance Share payment following termination
     of the Participant's employment with the Company and its
     Subsidiaries during a Performance Period.  Such provisions shall
     be determined in the sole discretion of the Committee, shall be
     included in the Award Agreement entered into with Participants,
     need not be uniform among all grants of Performance
     Units/Performance Shares or among Participants and may reflect
     distinctions based on reasons for termination of employment.
     
          G.   Transferability.  Except as otherwise determined by
     the Committee, a Participant's rights with respect to Performance
     Units/Performance Shares granted under the Plan shall be available
     during the Participant's lifetime only to such Participant or the
     Participant's legal representative and Performance
     Units/Performance Shares may not be sold, transferred, pledged,
     assigned or otherwise alienated or hypothecated, other than by
     will or by the laws of descent and distribution. 
     
     
     Article X.     Other Awards
     
          The Committee shall have the right to grant other Awards
     which may include, without limitation, the grant of Shares based
     on certain conditions, the payment of Shares in lieu of cash or
     cash based on performance criteria established by the Committee,
     and the payment of Shares in lieu of cash under other Company
     incentive bonus programs. Payment under or settlement of any such
     Awards shall be made in such manner and at such times as the
     Committee may determine.
     
     
     Article XI.    Beneficiary Designation
     
          Each Participant under the Plan may, from time to time, name
     any beneficiary or beneficiaries (who may be named contingently or
     successively) to whom any benefit under the Plan is to be paid in
     case of the Participant's death before the Participant receives
     any or all of such benefit.  Each such designation shall revoke
     all prior designations by the same Participant, shall be in a form
     prescribed by the Company and will be effective only when filed by
     the Participant in writing with the Company during the
     Participant's lifetime.  In the absence of any such designation,
     benefits remaining unpaid at the Participant's death shall be paid
     to the Participant's estate.
     
          The spouse of a married Participant domiciled in a community
     property jurisdiction shall join in any designation of beneficiary
     or beneficiaries other than the spouse.
     
     
     Article XII.   Deferrals
     
          The Committee may permit a Participant to defer the
     Participant's receipt of the payment of cash or the delivery of
     Shares that would otherwise be due to such Participant under the
     Plan. If any such deferral election is permitted, the Committee
     shall, in its sole discretion, establish rules and procedures for
     such payment deferrals.
     
     
     Article XIII.  Rights of Employees
     
          A.   Employment.  Nothing in the Plan shall interfere with
     or limit in any way the right of the Company or any Subsidiary to
     terminate any Participant's employment at any time, for any reason
     or no reason in the Company's or the Subsidiary's sole discretion,
     nor confer upon any Participant any right to continue in the
     employ of the Company or any Subsidiary.
     
          B.   Participation.  No Employee shall have the right to be
     selected to receive an Award under the Plan, or, having been so
     selected, to be selected to receive a future Award.
     
          C.   Limitation of Implied Rights.  Neither a Participant
     nor any other Person shall, by reason of the Plan, acquire any
     right in or title to any assets, funds or property of the Company
     or any Subsidiary whatsoever, including, without limitation, any
     specific funds, assets or other property which the Company or any
     Subsidiary, in their sole discretion, may set aside in
     anticipation of a liability under the Plan.  A Participant shall
     have only a contractual right to the Shares or amounts, if any,
     payable under the Plan, unsecured by any assets of the Company or
     any Subsidiary.  Nothing contained in the Plan shall constitute a
     guarantee that the assets of such companies shall be sufficient to
     pay any benefits to any Person.
     
               Except as otherwise provided in the Plan, no Award
     under the Plan shall confer upon the holder thereof any right as a
     shareholder of the Company prior to the date on which the
     individual fulfills all conditions for receipt of such rights.
          
     
     Article XIV.   Change in Control
     
          The terms of this Article 14 shall immediately become
     operative, without further action or consent by any person or
     entity, upon a Change in Control, and once operative shall
     supersede and take control over any other provisions of this Plan.
     
          Upon a Change in Control
     
          1.        Any and all Options and SARs granted hereunder shall
                    become immediately vested and exercisable;
     
          2.        Any restriction periods and restrictions imposed on
                    Restricted Stock and Restricted Stock Units shall be
                    deemed to have expired; such Restricted Stock shall
                    become immediately vested in full, and such Restricted
                    Stock Units shall be paid out in cash on the effective
                    date of the Change in Control; and
     
          3.        The target payout opportunity attainable under all
                    outstanding Awards of Performance Units and
                    Performance Shares shall be deemed to have been fully
                    earned for the entire Performance Period(s) as of the
                    effective date of the Change in Control.  On the
                    effective date of the Change in Control, all
                    Performance Shares  shall be paid out in Shares, and
                    all Performance Units  shall be paid out in cash.
     
     
     Article XV.    Amendment, Modification and Termination
     
          A.   Amendment, Modification and Termination.  The Board
     may, at any time and from time to time, alter, amend, suspend or
     terminate the Plan in whole or in part.
     
          B.   Awards Previously Granted.  No termination, amendment
     or modification of the Plan shall adversely affect in any material
     way any Award previously granted under the Plan without the
     written consent of the Participant holding such Award, unless such
     termination, modification or amendment is required by applicable
     law and except as otherwise provided herein.
     
     
     Article XVI.   Withholding
     
          A.   Tax Withholding.  The Company shall have the power and
     the right to deduct or withhold, or require a Participant to remit
     to the Company, an amount (including any Shares withheld as
     provided below) sufficient to satisfy Federal, state and local
     taxes (including the Participant's FICA obligation) required by
     law to be withheld with respect to an Award made under the Plan.
     
          B.   Share Withholding.  With respect to tax withholding
     required upon the exercise of Options or SARs, upon the lapse of
     restrictions on Restricted Stock, or upon any other taxable event
     arising out of or as a result of Awards granted hereunder,
     Participants may elect to satisfy the withholding requirement, in
     whole or in part, by tendering Shares held by the Participant at
     least six (6) months prior to their tender or by having the
     Company withhold Shares having a Fair Market Value on the
     effective date of exercise equal to the minimum statutory total
     tax which could be imposed on the transaction.  All elections
     shall be irrevocable, made in writing and signed by the
     Participant.
     
     
     Article XVII.  Successors
     
          All obligations of the Company under the Plan, with respect
     to Awards granted hereunder, shall be binding on any successor to
     the Company, whether the existence of such successor is the result
     of a direct or indirect purchase, merger, consolidation or
     otherwise of all or substantially all of the business and/or
     assets of the Company.
     
     
     Article XVIII. Legal Construction
     
          A.   Gender and Number.   Except where otherwise indicated
     by the context, any masculine term used herein also shall include
     the feminine, the plural shall include the singular and the
     singular shall include the plural.
     
          B.   Severability.  In the event any provision of the Plan
     shall be held illegal or invalid for any reason, the illegality or
     invalidity shall not affect the remaining parts of the Plan, and
     the Plan shall be construed and enforced as if the illegal or
     invalid provision had not been included.
     
          C0   Requirements of Law.  The granting of Awards and the
     issuance of Shares under the Plan shall be subject to all
     applicable laws, rules and regulations, and to such approvals by
     any governmental agencies or national securities exchanges as may
     be required.
     
          D0   Governing Law.  To the extent not preempted by Federal
     law, the Plan, and all agreements hereunder, shall be construed in
     accordance with, and governed by, the laws of the State of
     Delaware.
     

                              OTHER INFORMATION 
     
     Resale Restrictions
     
          While the Plan does not place restrictions on resales of
     Company Common Stock, shares of Company Common Stock acquired
     pursuant to the Plan by an "affiliate", as that term is defined in
     Rule 405 of the Securities Act of 1933, of the Company may be
     resold only pursuant to the registration requirements of that Act
     or an applicable exemption therefrom.  In addition, acquisitions
     and dispositions of Company Common Stock by Section 16 officers of
     the Company within any period of less than six months may give
     rise to the right of the Company to recapture any profit from such
     transactions pursuant to Section 16(b) of the Securities Exchange
     Act of 1934, as amended.         
     
     
     ERISA
     
          The Plan is not subject to any provisions of the Employee
     Retirement Income Security Act of 1974 ("ERISA").
     
     
     Tax Information
     
     Federal Income Tax Consequences
     
          The following is a brief summary of the principal federal
     income tax consequences of the Plan.  This summary is based on the
     Company's understanding of present federal income tax law and
     regulations.  The summary does not purport to be complete or
     applicable to every specific situation.  RECIPIENTS OF AWARDS
     UNDER THE PLAN ARE ADVISED TO CONSULT THEIR PERSONAL TAX ADVISORS
     WITH REGARD TO ALL TAX CONSEQUENCES ARISING WITH RESPECT TO THEIR
     AWARDS.
     
          Capitalized terms not defined herein, which are defined in
     the Plan, shall have the meanings set forth in the Plan.  
     
     Stock Options
     
          1a   Consequences to the Optionholder
     
     Grant.  There are no federal income tax consequences to the
     optionholder solely by reason of the grant of ISOs or NQSOs under
     the Plan.
     
     Exercise.  The exercise of an ISO is not a taxable event for
     regular federal income tax purposes if certain requirements are
     satisfied, including the requirement that the optionholder
     generally must exercise the ISO no later than three months
     following the termination of the optionholder's employment with
     the Company.  However, such exercise may give rise to alternative
     minimum tax liability (see "Alternative Minimum Tax" below).
     
     Upon the exercise of a NQSO, the optionholder will generally
     recognize ordinary income in an amount equal to the excess of the
     fair market value of the shares of Company Common Stock at the
     time of exercise over the amount paid therefor by the optionholder
     as the exercise price.  The ordinary income recognized in
     connection with the exercise by an optionholder of a NQSO will be
     subject to both wage and employment tax withholding.
     
     The optionholder's tax basis in the shares acquired pursuant to
     the exercise of an option will be the amount paid upon exercise
     plus, in the case of a NQSO, the amount of ordinary income, if
     any, recognized by the optionholder upon exercise thereof.
     
     Qualifying Disposition.  If an optionholder disposes of shares of
     Company Common Stock acquired upon exercise of an ISO in a taxable
     transaction, and such disposition occurs more than two years from
     the date on which the option was granted and more than one year
     after the date on which the shares were transferred to the
     optionholder pursuant to the exercise of the ISO, the optionholder
     will recognize long-term capital gain or loss equal to the
     difference between the amount realized upon such disposition and
     the optionholder's adjusted basis in such shares (generally the
     option exercise price).
     
     Disqualifying Disposition.  If the optionholder disposes of shares
     of Company Common Stock acquired upon the exercise of an ISO
     (other than in certain tax-free transactions) within two years
     from the date on which the ISO was granted or within one year
     after the transfer of shares to the optionholder pursuant to the
     exercise of the ISO, at the time of disposition the optionholder
     will generally recognize ordinary income equal to the lesser of
     (i) the excess of each such share's fair market value on the date
     of exercise over the exercise price paid by the optionholder, or
     (ii) the optionholder's actual gain (i.e., the excess, if any, of
     the amount realized on the disposition over the exercise price
     paid by the optionholder).  If the total amount realized on a
     taxable disposition (including return of capital and capital gain)
     exceeds the fair market value on the date of exercise of the
     shares of Company Common Stock purchased by the optionholder under
     the option, the optionholder will recognize a capital gain in the
     amount of such excess.  If the optionholder incurs a loss on the
     disposition (i.e., if the total amount realized is less than the
     exercise price paid by the optionholder), the loss will be a
     capital loss.
     
     Other Disposition.  If an optionholder disposes of shares of
     Company Common Stock acquired upon exercise of a NQSO in a taxable
     transaction, the optionholder will recognize capital gain or loss
     in an amount equal to the difference between the optionholder's
     basis (as discussed above) in the shares sold and the total amount
     realized upon disposition.  Any such capital gain or loss (and any
     capital gain or loss recognized on a disqualifying disposition of
     shares of Company Common Stock acquired upon exercise of ISOs as
     discussed above) will be short-term or long-term depending on
     whether the shares of Company Common Stock were held for more than
     one year from the date such shares were transferred to the
     optionholder.
     
     Alternative Minimum Tax.  Alternative minimum tax ("AMT") is
     payable if and to the extent the amount thereof exceeds the amount
     of the taxpayer's regular tax liability, and any AMT paid
     generally may be credited against future regular tax liability
     (but not future AMT liability).  AMT applies to alternative
     minimum taxable income; generally regular taxable income as
     adjusted for tax preferences and other items are treated
     differently under the AMT.
     
     For AMT purposes, the spread upon exercise of an ISO (but not a
     NQSO) will be included in alternative minimum taxable income, and
     the taxpayer will receive a tax basis equal to the fair market
     value of the shares of Company Common Stock at such time for
     subsequent AMT purposes.  However, if the optionholder disposes of
     the ISO shares in the year of exercise, the AMT income cannot
     exceed the gain recognized for regular tax purposes, provided that
     the disposition meets certain third-party requirements for
     limiting the gain on a disqualifying disposition.  If there is a
     disqualifying disposition in a year other than the year of
     exercise, the income on the disqualifying disposition is not
     considered alternative minimum taxable income.
     
          2    Consequences to the Company
     
     There are no federal income tax consequences to the Company by
     reason of the grant of ISOs or NQSOs or the exercise of an ISO
     (other than disqualifying dispositions).
     
     At the time the optionholder recognizes ordinary income from the
     exercise of a NQSO, the Company will be entitled to a federal
     income tax deduction in the amount of the ordinary income so
     recognized (as described above).  To the extent the optionholder
     recognizes ordinary income by reason of a disqualifying
     disposition of the stock acquired upon exercise of an ISO, the
     Company will be entitled to a corresponding deduction in the year
     in which the disposition occurs.
     
     The Company will be required to report to the Internal Revenue
     Service any ordinary income recognized by any optionholder by
     reason of the exercise of a NQSO.  The Company will be required to
     withhold income and employment taxes (and pay the employer's share
     of employment taxes) with respect to ordinary income recognized by
     the optionholder upon the exercise of NQSOs.
     
     Stock Appreciation Rights
     
     The recipient of a SAR is not taxed and the Company is not
     entitled to a federal income tax deduction at the time of grant. 
     When the SAR is exercised, the recipient recognizes ordinary
     income in an amount equal to the amount of cash received and the
     fair market value of shares of stock received, and the Company
     will be entitled to a federal income tax deduction in an amount
     equal to such amount.
     
     Restricted Stock and Restricted Stock Units
     
     The grantee of Restricted Stock or Restricted Stock Units is not
     taxed and the Company is not entitled to a federal income tax
     deduction at the time of grant.  However, when shares of
     Restricted Stock are no longer subject to a substantial risk of
     forfeiture, the grantee recognizes ordinary income in an amount
     equal to the fair market value of the stock less the amount paid,
     if any, for the stock.  Alternatively, the grantee of shares of
     Restricted Stock may file an election with the Internal Revenue
     Service within 30 days of the date of his receipt of the shares,
     to recognize ordinary income at the time of grant rather than at
     the time the restrictions lapse.  Upon payment of cash or stock by
     the Company upon the end of the restriction period applicable to
     Restricted Stock Units, the grantee recognizes ordinary income in
     an amount equal to the cash received and/or the fair market value
     of the stock received.  The Company is entitled to a federal
     income tax deduction in an amount equal to the fair market value
     of the stock or the amount of the cash payment at the time the
     grantee recognizes income related to the grant of shares of
     Restricted Stock or Restricted Stock Units.
     
     Performance Shares and Performance Units
     
     No income generally will be recognized upon the grant of
     Performance Shares or Performance Units.  Upon payment in respect
     of the earn-out of Performance Shares or Performance Units, the
     recipient generally will be required to include as ordinary income
     in the year of receipt an amount equal to the cash received and
     the fair market value of shares of stock received, and the Company
     will be entitled to a federal income tax deduction in an amount
     equal to such amount.
     
     Other Awards
     
     The recipient of cash or shares of the Company's Common Stock
     recognizes ordinary income upon receipt in an amount equal to the
     cash received and/or the fair market value of the stock received,
     and the Company will be entitled to a federal income tax deduction
     in an amount equal to such amount.
     
     The foregoing discussion is not a complete description of the
     federal income tax aspects of the Plan.  In addition,
     administrative and judicial interpretations of the application of
     the federal income tax laws are subject to change.  Furthermore,
     the foregoing discussion does not address state or local tax
     consequences.
     
     Information Concerning the Company
     
          The Company hereby undertakes to provide without charge to
     each participant to whom this document is delivered, upon written
     or oral request of such participant, a copy of any and all the
     documents that have been incorporated by reference in Item 3 of
     Part II of the latest Registration Statement on Form S-8 relating
     to the Plan (which documents are incorporated by reference into
     the prospectus) and any other documents required to be delivered
     to participants pursuant to Rule 428(b) of the Securities Act of
     1933.
     
     Requests for all documents should be addressed to:
     
                    John M. Starling
                    Secretary 
                    The Goldfield Corporation
                    100 Rialto Place, Suite 500
                    Melbourne, FL  32901
                    (407) 724-1700
     
     
     Additional Information
     
          Additional information about the Plan and its administrators
     may be obtained from the Secretary of the Company at the above
     address.