PART I
                              
     
     Item 1. Business.
     
     The Goldfield Corporation, incorporated in Wyoming in 1906 and
     subsequently reincorporated in Delaware in 1968, is engaged in
     electrical construction and mining activities. Since January 1,
     1996, the electrical construction segment has included the
     construction of fiber optic communication systems. Unless the
     context otherwise requires, the terms "Goldfield" and "the Company"
     as used herein mean The Goldfield Corporation and its consolidated
     subsidiaries.  For information concerning sales, operating profits
     and identifiable assets by business segment, see Note 14 of Notes to
     Consolidated Financial Statements.
     
                           Electrical Construction
     
     The Company, through its subsidiary, Southeast Power Corporation, a
     Florida corporation ("Southeast Power"), is engaged in the
     construction and maintenance of electrical facilities for utilities
     and industrial customers in Florida, Georgia and Alabama.  As a
     result of an acquisition effected January 1, 1996, electrical
     construction operations now includes through the Company's
     subsidiary Fiber Optic Services, Inc., a Florida corporation,
     ("Fiber Optic Services"), the construction of fiber optic
     communication systems throughout the United States.
     
     The Company's construction business through Southeast Power includes
     the construction of transmission lines, distribution systems and
     substations and other electrical installation services for utility
     systems and industrial and specialty projects.  Fiber Optic Services
     provides various construction services, including installation of
     aerial and underground cable systems, conduit systems and the
     splicing, testing and documentation of optical fibers.  Fiber Optic
     Services performs these services primarily for power utilities and
     telecommunications companies, pursuant to fixed and unit price
     contracts.
     
     It is the Company's policy to commit itself only to the amount of
     work it believes it can properly supervise, equip and complete to
     the customer's satisfaction and schedule.  As a result of these
     policies and the magnitude of some of the construction projects
     undertaken by the Company, a substantial portion of the Company's
     annual revenue is derived from a relatively small number of
     customers, the specific identity of which vary from year to year. 
     See Note 14 of Notes to Consolidated Financial Statements.
     
     Construction is customarily performed pursuant to the plans and
     specifications of customers.  The Company generally supplies the
     management, labor, equipment, tools and, except with respect to some
     utility customers, the materials necessary to construct a project. 
     Contracts may extend beyond one year, although most projects are
     completed within 90 days.
     
     The electrical construction business is highly competitive.  Certain
     of the Company's actual or potential competitors have substantially
     greater financial resources available to them.  A portion of the
     electrical construction work requires payment and performance bonds. 
     The Company has adequate bonding availability.
     
     The Company enters into contracts on the basis of either competitive
     bidding or direct negotiations with its customers.  Competitively
     bid contracts account for a majority of the Company's construction
     revenues.  Although there is considerable variation in the terms of
     the contracts undertaken, such contracts typically involve either
     lump sum or unit price contracts, pursuant to which the Company
     agrees to do the work for a fixed amount.
     
     The magnitude and duration of projects undertaken by the Company
     vary, which may result in substantial fluctuations in its backlog
     from time to time.  At February 14, 1997, the approximate value of
     uncompleted contracts was $4,000,000, compared to $3,480,000 at
     February 14, 1996 and $1,700,000 at February 14, 1995.  
     
     As of February 14, 1997, electrical construction had a staff of 16
     salaried employees, including executive officers, division managers,
     superintendents, project managers and administrative personnel.  In
     addition, at such date, electrical construction had 72 hourly-rated
     employees, none of whom are affiliated with any trade or labor
     organization.  The number of hourly-rated employees fluctuates
     depending upon the number and size of projects under construction at
     any particular time.  The Company believes that the experience and
     continuity of its staff employees has been an important factor in
     its success.  Management of the Company believes its relations with
     both its salaried and hourly rated employees are good.
     
     The Company is subject to the authority of state and municipal
     regulatory bodies concerned with the licensing of contractors.  The
     Company believes that it is in compliance with such licensing
     requirements in all jurisdictions in which it conducts its business.
     
     The administrative and maintenance facilities of Southeast Power are
     located on a 13-acre tract of land near Titusville, Florida owned by
     the Company.  The office building has 3,744 feet of floor space and
     the shop and buildings contain approximately 17,000 feet of floor
     space.
     
     The administrative and maintenance facility of Fiber Optic Services
     is located in Clearwater, Florida, where the Company leases
     approximately 5,000 square feet of space at an annual rental rate of
     $16,800.  This lease expires in January 1998.
     
                                  Mining
                              
     The Company, through its subsidiaries, explores for, mines,
     processes and markets industrial minerals, aggregate products and base
     and precious metals from properties located in New Mexico.
     
     The Company does not consider itself to be a significant factor in
     the mining industry.  The Company competes with other companies in
     the search for and the acquisition of mining properties and their
     exploration and development.  Many of these competitors have
     substantially greater financial resources than the Company, which
     may give them certain competitive advantages, especially with
     respect to projects requiring large amounts of capital. 

     The Company's mining operations are subject to the jurisdiction of
     federal and state governmental authorities which have responsibility
     for environmental matters such as air and water quality, the
     promotion of occupational safety and minimum standards for mine
     reclamation.  The Company has in the past reclaimed mining areas,
     tailing impoundments and other associated disturbances and expects
     to continue to do so in the future.  Costs of such reclamation are
     charged against earnings as incurred.  Future costs or capital
     expenditures relating to the protection of the environment are not
     expected to have a material adverse effect on the Company's
     earnings. The Company believes that compliance with mine reclamation
     laws will not adversely affect the competitive position of its
     operations since competitors in the mining industry are subject to
     the same laws.  The Company currently holds all federal and state
     environmental permits and licenses required for the operation of its
     mining activities.
     
     St. Cloud - Industrial Minerals
     
     St. Cloud Mining Company, a Florida Corporation ("St. Cloud"), is a
     wholly-owned subsidiary of the Company and operates the St. Cloud
     mill and mining properties in Sierra County, New Mexico.  The St.
     Cloud mill and mining properties encompass approximately 1,500 acres
     which are estimated to contain several million tons of geologic
     reserves of natural zeolites, a special type of volcanic ash
     (clinoptilolite).
     
     The clinoptilolite mineral occurs in flat lying beds and is
     extracted by conventional open pit mining methods.  At the St. Cloud
     mill, the clinoptilolite minerals are crushed, dried, and sized
     without beneficiation and shipped in bulk, packaged or modified to 
     customer's specifications.  Most deliveries are by contract 
     motor carriers to manufacturers, brokers, or independent sales agents 
     who incorporate zeolites into specific consumer products or for specific
     industrial uses.
     
     The zeolite products were originally sold as animal feed
     supplements.  Zeolite products now include cat litter, industrial
     absorbents, air and water filtration media, environmental products
     and soil conditioners.  The zeolite product is also used in other
     applications where ammonia control or specific cation exchange
     capacity is required.  Zeolite sales are currently at approximately
     81% the 1995 level as a result of the change in the needs of one
     customer which accounted for 51% of 1995 sales.  The Company is
     continually seeking other customers to replace this business.
     
     In 1996, St. Cloud sold 14,456 tons of natural zeolite, compared to
     20,775 tons and 20,921 tons in 1995 and 1994, respectively.  St.
     Cloud has made several modifications to its zeolite operation
     including the addition of cation exchange capacity, drying, warehousing,
     bagging and additional screening capabilities to the mill.
     
     At February 14, 1997, St. Cloud had a total of 17 full-time
     employees, none of whom are affiliated with trade or labor
     organizations.
     
     St. Cloud - Base and Precious Metals Mining
     
     Since 1968, the Company has been involved in the exploration, mining
     and milling of silver, copper and gold ores at the St. Cloud
     property.  Production commenced at St. Cloud in 1981. However,
     surface and underground mining has been halted since the third
     quarter of 1991 and the first quarter of 1992, respectively, due to
     declining metal prices and mine grades.  St. Cloud's viability is
     sensitive to the future price of base and precious metals,
     particularly silver.  Significant portions of the Company's
     investment in St. Cloud's silver mines, processing facilities and
     equipment were written-down at the end of 1993.
     
     St. Cloud's principal properties are located within the Gila
     National Forest in the Chloride Mining District and encompass
     approximately 500 acres in two main claim blocks.
     
     Individual ore shoots containing base and precious metals are
     confined to steeply dipping, silicified fissure veins with normal
     fault displacement.  Several veins are known to exist in the
     Chloride Mining District.  The Company's two main deposits, the St.
     Cloud and U. S. Treasury mines, have been partially explored at
     depths up to 1,000 feet.  Mining widths vary from 3 to more than 20
     feet and have averaged approximately 10-12 feet.  The underground
     mines have been developed by declined ramps utilizing rubber-tired
     trucks and loaders, and the principal mining method has been
     conventional shrink stoping.  St. Cloud currently estimates their
     demonstrated reserves to be approximately 379,000 tons averaging
     0.76% copper, 6.23 ounces silver per ton and 0.029 ounces gold per
     ton.  Based on current metal prices, the Company believes that the
     above-estimated reserves are not, at present, economically
     recoverable.
     
     During 1994, the Company implemented a plan to refocus mining
     operations on the production of industrial minerals.  As a result,
     mineralized siliceous converter flux sales at St. Cloud were
     virtually discontinued.  Subsequent to the first quarter of 1992,
     the only base and precious metal mining activity at St. Cloud was
     the sale of stockpiled ore of mineralized siliceous converter flux. 
     No significant amount of stockpiled ore remains at St. Cloud.  There
     were no such sales in 1996, 1995 and 1994.
     
     Management of the Company reviews the net carrying value of all
     mining facilities on a periodic basis to determine, among other
     factors, (1) the net realizable value of each major project, (2) the
     ability of the Company to fund all care, maintenance and standby
     costs, (3) the status and usage of the assets while in a standby
     mode, to determine whether some form of amortization is appropriate
     and (4) current projections of metal prices that affect the decision
     to reopen or make a disposition of the Company's assets. 
     
     Lordsburg
     
     In 1990, The Lordsburg Mining Company, a wholly-owned subsidiary of
     the Company ("Lordsburg"), entered into a venture agreement with
     Federal Resources Corporation ("Federal") to explore, develop and
     mine deposits near the town of Lordsburg in southwestern New Mexico. 
     Under this operating agreement, Federal conveyed and assigned to the
     venture, The Lordsburg Mining Company, approximately 12,000 acres of
     patented and unpatented mining claims which include certain mining
     claims leased in the Lordsburg Mining District by Federal, and
     existing milling facilities, buildings and other personal property
     located on the claims.  In April 1994, the Company acquired
     Federal's 50% interest in the Lordsburg properties for $75,000. 
     Prior to the acquisition of Federal's interest, Lordsburg did not
     produce sufficient revenue over the related expenses to permit a net
     proceeds distribution to Lordsburg and Federal.
     
     During 1993, a large number of unpatented claims were dropped due to
     increased holding costs imposed by the Federal government, but most
     of the important mining and exploration potential is on patented
     property and was retained.  Underground reserves are estimated to be
     103,800 tons averaging 0.53% copper, 1.0 ounces silver per ton and
     0.097 ounces gold per ton.  Based on current metal prices and
     operating costs, the above estimated reserves are not, at present,
     economically recoverable.
     
     Production from underground mining, which was suspended in February
     1994, had previously been intermittent due to low ore grade and
     inconsistent smelter demand.  The ore produced from the mine was
     used by nearby copper smelters as precious metal bearing siliceous
     flux.  Future demand for underground ores cannot be determined at
     this time.
     
     Although the Company has continued limited production of
     construction aggregates and siliceous flux at Lordsburg, a final
     decision with respect to the future operations at Lordsburg has not
     been reached.
     
     In 1996, Lordsburg sold 17,190 tons of barren, siliceous flux to
     copper smelters, compared to 20,993 tons and 6,319 tons sold in 1995
     and 1994, respectively.  Lordsburg also sold 14,070 tons of
     construction aggregate material in 1996, compared to 17,347 tons and
     14,190 tons in 1995 and 1994, respectively.
     
     At February 14, 1997, Lordsburg had a total of 2 full-time employees
     in New Mexico, none of whom are affiliated with trade or labor
     organizations.
     
     San Pedro
     
     In April 1993, the capital stock of The San Pedro Mining Corporation
     ("San Pedro"), a then wholly-owned subsidiary of the Company, was
     sold for $1,220,000 of which $50,000 in cash was paid at closing
     with the balance of the purchase price represented by a promissory
     note payable to the Company in equal monthly principal installments
     of $15,000 through January 2000, with the exception of six
     installments being reduced to $7,500 payable February 1996 through
     July 1996 as a result of an amendment dated April 3, 1996.  The note
     bears interest at the rate of prime plus 1% (9.25% at December 31,
     1996) payable monthly and is secured by a first real estate mortgage
     and personal property security agreement upon substantially all of
     the assets of and a pledge of all of the outstanding capital stock
     of San Pedro.  Effective February 18, 1997, the agreement was
     amended to provide for the debtor to reduce $150,000 of principal
     and interest with the transfer of equipment with an estimated fair
     value when received of $150,000.  This equipment would be used in
     the Company's mining operations.  The debtor has the right to
     repurchase this equipment for $150,000 through April 18, 1997.  The
     Company has classified this note receivable as noncurrent as of
     December 31, 1996.
     
     Since the purchaser's initial investment in the property amounted to
     less than 20% of the sale price, the installment method of profit
     recognition was used resulting in a deferred gain of $330,214 of
     which $24,360, $48,720 and $48,720 were recognized as revenue during
     1996, 1995 and 1994, respectively.  The installment method
     recognizes proportionate amounts of the gain associated with the
     transaction as payments are received.
     
     The primary assets of San Pedro were represented by mining
     properties with a net book value of $889,786 at the date of sale.
     
     Royalty
     
     In connection with a coal mining property in Harlan, Kentucky,
     formerly owned by the Company, the Company retains a coal royalty
     which provides for a royalty between 1 1/2% to 3% to be paid until
     2002.
     
     During 1996, the Company earned $20,000 from the Harlan coal
     royalty, compared to $183,308 in 1995 and $236,094 in 1994.  During
     1995, the lessee suspended mining operations at Harlan Fuel Company. 
     The original royalty agreement provided that the Company was to
     receive annual minimum royalties in the amount of $150,000.  During
     the year ended December 31, 1996, the Company did not receive any
     1996 minimum royalty payments.  Effective February 14, 1997, the
     agreement was amended to provide for a payment of $20,000 and
     monthly minimum payments of $5,000 until all minimum royalties are
     collected.  The expiration date of the royalty agreement will be
     extended beyond 2002 to the extent necessary to permit payments of
     the $150,000 per year minimum royalties.  Such annual minimum royalties 
     will be recognized when realization of the income is assured.  The 
     Company is continuing to amortize the royalty interest on a straight
     line basis over the period ending January 2002.
     
     Item 2.  Properties.
     
     For information with respect to the principal properties and
     equipment utilized in the Company's mining and electrical
     construction operations, see "Item 1. Business."
     
     The Company's principal office is located in Melbourne, Florida,
     where the Company leases 3,560 square feet of space at an annual
     rental rate of $48,402.  The lease, which expires in January 1998
     may be renewed for two additional three year terms.
     
     Item 3.  Legal Proceedings.
     
     There are no material pending legal proceedings, other than routine
     litigation incidental to the business of the Company, to which the
     Company or any of its subsidiaries is a party or of which any of
     their property is subject.
          
     Item 4. Submission of Matters to a Vote of Security Holders.
     
     No matter was submitted to a vote of security holders during the
     fourth quarter of 1996.                

                                 PART II
     
     Item 5.  Market for Registrant's Common Equity and Related
              Stockholder Matters.
     
     The Common Stock of the Company is traded on the American Stock
     Exchange, Inc. under the symbol GV. The following table shows the
     reported high and low sales price at which the Common Stock of the
     Company was traded in 1996 and 1995. 
     
<TABLE>
                                     1996                1995
     <S>                        <C>        <C>      <C>        <C>
                                High       Low      High       Low
     First Quarter              7/16       1/4      7/16       5/16
     Second Quarter             3/8        1/4      7/16       5/16
     Third Quarter              3/8        1/4      1/2        5/16
     Fourth Quarter             5/16       1/4      7/16       1/4
</TABLE>
     
     As of February 19, 1997, the Company had approximately 19,630
     holders of record. 
     
     No cash dividends have been paid by the Company on its Common Stock
     since 1933, and it is not expected that the Company will pay any
     cash dividends on its Common Stock in the immediate future.
     
     Item 6.  Selected Financial Data.
     
     The following table sets forth summary consolidated financial
     information of the Company for each of the years in the five-year
     period ended December 31, 1996.
     
<TABLE>
                                       Years Ended December 31,
                             1996      1995       1994      1993      1992
                                (in thousands except per share amounts)

<S>                        <C>       <C>        <C>       <C>       <C>
Statements of Operations
  Total revenues           $13,544   $13,328    $13,394   $12,826   $15,048 
  Net income (loss)           (338)     (678)    (1,101)   (2,554)*   1,124 
  Earnings (loss) per
    share of common
    stock                    (0.01)    (0.03)     (0.04)    (0.10)     0.04 
Balance Sheets
  Total assets              13,652    13,847     14,458    16,402    18,301 
  Working capital            5,934     6,241      7,511     8,362     9,161 
  Stockholders' equity      12,443    12,805     13,506    14,631    17,208 
                           
(*) Includes a credit of $917,500 which represents the cumulative effect from
the adoption of SFAS 109, "Accounting For Income Taxes" and a charge of 
$2,668,559 from the write-down of certain mining assets.
</TABLE>

     Item 7.  Management's Discussion and Analysis of Financial Condition and 
              Results of Operations.
     
                            Results of Operations
                             
     Net Income (Loss)
     The Company incurred a net loss of $337,838 for the year ended
     December 31, 1996, compared to net losses of $677,558 and $1,100,516
     for the years ended December 31, 1995 and 1994, respectively.
     
     Revenues
     Total revenues in 1996 were $13,544,392, compared to $13,328,184 and
     $13,393,832 in 1995 and 1994, respectively.  The revenue levels and
     revenue contributions by electrical construction and mining
     operations during the past three years have remained substantially
     constant.
     
     Electrical construction revenue increased to $11,628,898 in 1996,
     compared to $10,676,254 in 1995. In 1994, electrical construction
     was $10,811,611.  The increase in electrical construction revenue
     for 1996 was primarily due to revenue from the newly acquired subsidiary, 
     Fiber Optic Services, which, net of intercompany eliminations, was 
     $788,690.
     
     Revenue from mining operations decreased to $1,506,797 for the year ended 
     December 31, 1996 from $1,907,684 for the year ended December 31, 1995.  
     The decrease in revenue from mining for 1996 was primarily a result of 
     the change in the needs of one customer which accounted for 51% of 1995 
     zeolite sales.  In 1994, revenue from mining operations was $1,783,728.
     
     Operating Results
     Electrical construction operations had operating profit of $578,265
     in 1996, compared to operating losses of $223,154 and $181,278 in
     1995 and 1994, respectively.  The increase in operating results for 
     1996 was due to generally improved profit margins.  The varying
     magnitude and duration of electrical construction projects may
     result in substantial fluctuation in the Company's backlog from time
     to time.  As of February 14, 1997, the approximate value of
     uncompleted contracts was $4,000,000, compared to $3,480,000 at
     February 14, 1996.
     
     The operating loss from mining operations was $179,542 in 1996
     compared to an operating profit of $72,150 and $25,288 in 1995 and
     1994, respectively.  Operating profit(loss) includes royalty income
     and depreciation expense.  The decrease in operating results from
     mining operations in 1996 was primarily due to decreased royalty
     income.  Royalty income was $20,000 in 1996 as compared to $183,308 
     and $236,094 in 1995 and 1994, respectively.  During 1995, the
     lessee suspended mining operations at Harlan Fuel Company.  The
     original royalty agreement provided that the Company was to receive
     annual minimum royalties in the amount of $150,000.  During the year
     ended December 31, 1996, the Company did not receive any 1996
     minimum royalty payments.  Effective February 14, 1997, the
     agreement was amended to provide for a payment of $20,000 and
     monthly minimum payments of $5,000 until all minimum royalties are
     collected.  The expiration date of the royalty agreement will be 
     extended beyond 2002 to the extent necessary to permit payments
     of the $150,000 per year minimum royalties.  Such annual minimum 
     royalties will be recognized when realization of the income is assured.
     The Company is continuing to amortize the royalty interest on a straight
     line basis over the period ending January 2002.  
     
     Other Income
     Other income for 1996 was $388,697 as compared to $560,938 and
     $562,399 for 1995 and 1994, respectively.  The decrease in 1996 from
     1995 was primarily attributable to a decrease in interest income.
    
     Costs and Expenses
     Electrical construction costs were $10,482,506 and $10,358,367 in
     1996 and 1995, respectively as compared to $10,433,366 in 1994.
     
     Depreciation and amortization was $916,726 in 1996, compared to
     $902,524 and $824,664 in 1995 and 1994, respectively.
     
     General corporate expenses of the Company increased to $1,125,348 in
     1996 from $1,025,492 in 1995.  The increase in general corporate
     expense was primarily a result of increased salary expense.  General
     corporate expenses were $1,481,925 in 1994.  The decrease in general
     corporate expenses for 1995 was primarily due to the termination of
     the employment agreement between the Company and James Sottile,
     Chairman of the Board.
     
                       Liquidity and Capital Resources
                              
     Cash and cash equivalents as of December 31, 1996 were $4,610,198 as
     compared to $4,447,810 as of December 31, 1995.  Working capital was
     $5,933,947 and $6,240,833 as of December 31, 1996 and 1995,
     respectively.  The Company's ratio of current assets to current
     liabilities was 6.8 to 1 at December 31, 1996, compared to 7.9 to 1
     at December 31, 1995.  
     
     The Company paid cash dividends on its Series A Preferred Stock in
     the amount of $23,758 in each of the years ended December 31, 1996,
     1995 and 1994.  No cash dividends have been paid by the Company on
     its Common Stock since 1933, and it is not expected that the Company
     will pay any cash dividends on its Common Stock in the immediate
     future.
     
     Pursuant to an unsecured line of credit agreement between Southeast
     Power and SunTrust Bank of Central Florida, N.A. (guaranteed by the
     Company), Southeast Power may borrow up to $1,000,000 at the bank's
     prime rate of interest.  This credit line expires April 30, 1997, at
     which time the Company expects to renew it for an additional year. 
     No borrowings were outstanding under this line of credit during
     1996, 1995 and 1994.  However, beginning in 1996 $100,000 of this
     line of credit was reserved for a standby letter of credit.
     
     The Company's capital expenditures in 1996 decreased to $736,406
     from $1,260,127 in 1995.  The capital expenditures for 1996 included
     the acquisition of the fixed assets of Fiber Optic Services for
     $173,138 as described in Note 9 of Notes to Consolidated Financial
     Statements.  Capital expenditures in 1997 are expected to be
     approximately $800,000, which the Company expects to finance through
     existing credit facilities or cash reserves.  

     Item 8.  Financial Statements and Supplementary Data.
     
     
                       Independent Auditors' Report
                              
     
     The Shareholders and Board of Directors 
     The Goldfield Corporation: 
     
     We have audited the consolidated financial statements of The
     Goldfield Corporation and subsidiaries as listed in the accompanying
     index (Item 14(a)(1)).  These consolidated financial statements are
     the responsibility of the Company's management.  Our responsibility
     is to express an opinion on these consolidated financial statements
     based on our audits.
     
     We conducted our audits in accordance with generally accepted
     auditing standards.  Those standards require that we plan and
     perform the audit to obtain reasonable assurance about whether the
     financial statements are free of material misstatement.  An audit
     includes examining, on a test basis, evidence supporting the amounts
     and disclosures in the financial statements.  An audit also includes
     assessing the accounting principles used and significant estimates
     made by management, as well as evaluating the overall financial
     statement presentation.  We believe that our audits provide a
     reasonable basis for our opinion.
     
     In our opinion, the consolidated financial statements referred to
     above present fairly, in all material respects, the financial
     position of The Goldfield Corporation and subsidiaries at December
     31, 1996 and 1995, and the results of their operations and their
     cash flows for each of the years in the three-year period ended
     December 31, 1996, in conformity with generally accepted accounting
     principles.
     
     /              /
     Orlando, Florida
     February 21, 1997


                            THE GOLDFIELD CORPORATION
                                 and Subsidiaries
                               
                           CONSOLIDATED BALANCE SHEETS
                               
<TABLE>
                                                          December 31,
                                                      1996            1995
<S>                                               <C>            <C>
ASSETS
Current assets
  Cash and cash equivalents                       $ 4,610,198    $ 4,447,810 
  Accounts receivable and accrued billings          1,420,270      1,538,039 
  Current portion of notes receivable 
    (Note 3)                                           39,771        191,438 
  Inventories (Note 4)                                228,049        165,608 
  Costs and estimated earnings in excess
     of billings on uncompleted contracts
     (Note 2)                                         600,302        639,186 
  Prepaid expenses and other current assets            63,794        162,470 
    Total current assets                            6,962,384      7,144,551 
Properties, net (Note 5)                            4,187,288      4,355,900 
Notes receivable, less current portion
  (Note 3)                                            875,100        810,000 
Deferred charges and other assets
  Deferred income taxes (Note 6)                      860,000        860,000 
  Repurchased royalty at cost, less
    accumulated amortization of $184,718
    in 1996 and $158,640 in 1995                      134,732        160,810 
  Cash surrender value of life insurance
    (Note 7)                                          632,739        515,499 
    Total deferred charges and other assets         1,627,471      1,536,309 
 
Total assets                                      $13,652,243    $13,846,760 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued liabilities
    (Note 8)                                      $   954,366    $   819,847 
  Billings in excess of costs and estimated  
    earnings on uncompleted contracts
    (Note 2)                                           74,071         35,151 
  Current portion of deferred gain (Note 3)                --         48,720 
    Total current liabilities                       1,028,437        903,718 
Deferred gain on installment sale, less      
  current portion (Note 3)                            180,400        138,040 
 
Total liabilities                                   1,208,837      1,041,758 
 
Stockholders' equity
  Preferred stock, $1 par value per share,   
    5,000,000 shares authorized; issued and  
    outstanding 339,407 shares of Series A
    7% voting cumulative convertible stock
    (Note 11)                                         339,407        339,407 
  Common stock, $.10 par value per share,    
    40,000,000 shares authorized; issued     
    26,872,106 shares (Notes 11 and 13)             2,687,211      2,687,211 
  Capital surplus                                  18,369,860     18,369,860 
  Retained earnings (deficit)                      (8,934,352)    (8,572,756)
    Total                                          12,462,126     12,823,722 
Less common stock in treasury, 17,358        
  shares, at cost                                      18,720         18,720 
    Total stockholders' equity                     12,443,406     12,805,002 
 
Total liabilities and stockholders' equity        $13,652,243    $13,846,760 
 
    
See accompanying Notes to Consolidated Financial Statements
</TABLE>


                           THE GOLDFIELD CORPORATION
                               and Subsidiaries
                                
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
                                              Years Ended December 31,
                                         1996           1995          1994
<S>                                 <C>            <C>           <C>
Revenue
  Electrical construction           $ 11,628,898   $ 10,676,254  $ 10,811,611 
  Mining                               1,506,797      1,907,684     1,783,728 
  Royalty income                          20,000        183,308       236,094 
  Other income, net (Note 12)            388,697        560,938       562,399 
    Total revenue                     13,544,392     13,328,184    13,393,832 

Costs and expenses
  Electrical construction             10,482,506     10,358,367    10,433,366 
  Mining                               1,388,150      1,712,404     1,763,677 
  Depreciation and amortization          916,726        902,524       824,664 
  General and administrative           1,094,848        970,447     1,447,641 
    Total costs and expenses          13,882,230     13,943,742    14,469,348 

Loss from operations before
  income taxes                          (337,838)      (615,558)   (1,075,516)

Income taxes (Note 6)                         --         62,000        25,000 

Net loss                                (337,838)      (677,558)   (1,100,516)

Preferred stock dividends                 23,758         23,758        23,758 

Loss available to common
  stockholders                      $   (361,596)  $   (701,316) $ (1,124,274)

Loss per share of common
  stock (Note 13)                   $      (0.01)  $      (0.03) $      (0.04)

Weighted average number of
  shares outstanding                  26,854,748     26,854,748    26,854,748 


See accompanying Notes to Consolidated Financial Statements
</TABLE>


                          THE GOLDFIELD CORPORATION
                              and Subsidiaries
                                
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
<TABLE>
                                               Years Ended December 31,
                                           1996          1995         1994
<S>                                    <C>           <C>          <C>
Cash flows from operating activities
  Net loss                             $ (337,838)   $ (677,558)  $(1,100,516)
Adjustments to reconcile net loss 
  to net cash provided from
  (used by) operating activities
Depreciation and amortization             916,726       902,524       824,664 
Amortization of excess of cost over
  equity in net assets of the acquired
  business                                     --            --       124,331 
Deferred income taxes                          --        62,000        25,000 
Deferred gain on sale of
  subsidiary                              (24,360)      (48,720)      (48,720)
Gain on sale of property and equipment    (32,288)      (88,640)     (115,239)
Decrease (increase) in accounts
  receivable and accrued billings         117,769       (53,579)      609,494 
Notes receivable granted                  (42,600)           --            -- 
Decrease (increase) in inventories        (62,441)       51,100           140 
Decrease (increase) in costs and
  estimated earnings in excess of
  billings on uncompleted contracts        38,884      (390,866)      (12,575)
Decrease (increase) in prepaid
  expenses and other current assets        98,676        97,400       (67,505)
Increase in cash surrender value of
  life insurance                         (117,240)     (115,988)      (94,444)
Increase (decrease) in accounts
  payable and accrued liabilities         134,519       211,788      (804,633)
Increase (decrease) in billings 
  in excess of costs and 
  estimated earnings on 
  uncompleted contracts                    38,920       (72,898)      108,049 
Deferred income from notes granted         18,000            --            -- 
    Total adjustments                   1,084,565       554,121       548,562 
    Net cash provided from (used by)    
       operating activities               746,727      (123,437)     (551,954)

Cash flows from investing activities
  Proceeds from the disposal of
    fixed assets                           46,658       100,070       169,919 
  Loans granted                           (71,278)     (352,863)      (10,962)
  Collections from notes receivable       200,445       232,387       193,485 
  Purchases of fixed assets              (563,268)   (1,260,127)     (862,467)
  Payments made to acquire fixed        
    assets of Fiber Optic Services       (173,138)           --            -- 
      Net cash used by investing        
        activities                       (560,581)   (1,280,533)     (510,025)

Cash flows from financing activities
  Payments of preferred stock           
    dividends                             (23,758)      (23,758)      (23,758)
      Net cash used by financing        
        activities                        (23,758)      (23,758)      (23,758)

Net increase (decrease) in cash and
  cash equivalents                        162,388    (1,427,728)   (1,085,737)
Cash and cash equivalents at
  beginning of period                   4,447,810     5,875,538     6,961,275 
Cash and cash equivalents at end of
  period                              $ 4,610,198   $ 4,447,810   $ 5,875,538 


See accompanying Notes to Consolidated Financial Statements
</TABLE>
                               
                               
                               
                         THE GOLDFIELD CORPORATION
                              and Subsidiaries
                                
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                
<TABLE>
                                              Years Ended December 31, 
                                          1996         1995           1994
 <S>                                 <C>           <C>            <C>
 RETAINED      Beginning balance     $(8,572,756)  $(7,871,440)   $(6,747,166)
 EARNINGS      Net loss                 (337,838)     (677,558)    (1,100,516)
 (DEFICIT)     Cash dividends
                 Series A
                 Stock (per
                 share:  7%)             (23,758)      (23,758)       (23,758)

               Ending balance         (8,934,352)   (8,572,756)    (7,871,440)
 
 PREFERRED     Beginning and
 STOCK           ending balance          339,407       339,407        339,407 
 SERIES A
 
 COMMON STOCK  Beginning and
                 ending balance        2,687,211     2,687,211      2,687,211 
 
 CAPITAL       Beginning and
 SURPLUS         ending balance       18,369,860    18,369,860     18,369,860 
 
 TREASURY      Beginning and
 STOCK           ending balance          (18,720)      (18,720)       (18,720)
 
               Total
                 consolidated
                 stockholders'
                 equity              $12,443,406   $12,805,002    $13,506,318 
 
 
See accompanying Notes to Consolidated Financial Statements
</TABLE>


                          THE GOLDFIELD CORPORATION
                               and Subsidiaries
                              
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 1996 and 1995
                              
     
     Note 1 - Summary of Significant Accounting Policies
     
     Basis of Financial Statement Presentation - The accompanying
     consolidated financial statements include the accounts of The
     Goldfield Corporation ("Parent") and its subsidiaries (collectively,
     "the Company"), all of which are wholly-owned.  All significant
     intercompany balances and transactions have been eliminated.
     
     Nature of Operations - The Company's principal lines of business are
     electrical construction and the mining of industrial minerals as
     well as base and precious metals.  The principal market for the
     Company's electrical construction operation is electric utilities in
     Florida, Georgia and Alabama.  The principal market for the
     Company's mining operations is purchasers of zeolite products
     throughout the United States.
     
     Cash Equivalents - The Company considers all highly liquid
     investments with a maturity of three months or less when purchased
     to be cash equivalents.
     
     Inventories - Inventories are valued at the lower of cost or market. 
     Cost is determined by the first-in, first-out method.  Costs
     associated with extraction and milling or production activities are
     inventoried and valued at lower of cost or estimated final smelter
     settlement or net sales (net realizable value).
     
     Properties and Depreciation - Property, buildings and equipment are
     stated at cost.  The Company provides depreciation for financial
     reporting purposes over the estimated useful lives of fixed assets
     using the straight-line and units-of-production methods.
     
     Repurchased Royalty - The original royalty agreement provided that
     the Company was to receive annual minimum royalties in the amount of
     $150,000.  During the year ended December 31, 1996, the Company did
     not receive any 1996 minimum royalty payments.  Effective February
     14, 1997, the agreement was amended to provide for a payment of
     $20,000 and monthly minimum payments of $5,000 until all minimum
     royalties are collected.  The expiration date of the royalty agreement
     will be extended beyond 2002 to the extent necessary to permit payments
     of the $150,000 per year minimum royalties.  Such annual minimum 
     royalties will be recognized when realization of the income is assured.
     The Company is continuing to amortize the royalty interest on a straight
     line basis over the period ending January 2002.
     
     Mining Revenues - Zeolite sales are recorded upon delivery.  Other
     sales are recorded in the month of delivery.  Recorded values are
     adjusted periodically and upon final settlement.
     
     Mine Exploration and Development - Exploration costs and normal
     development costs at operating mines are charged to operations as
     incurred.
     
     Long-Term Electrical Contracts - Revenues are earned under long-
     term fixed price contracts and units of delivery contracts. 
     Revenues from units of delivery contracts are recorded as the
     service is performed.  For completed contracts, the revenue is based
     on actual billings.  For uncompleted contracts the revenue is based
     on actual labor hours incurred and estimated final billing rates.
     Revenues from long-term fixed price construction contracts are
     recognized on the percentage-of-completion method measured by
     comparing the costs incurred to date to the estimated total costs to
     be incurred for each contract.  The asset, "costs and estimated
     earnings in excess of billings on uncompleted contracts" represents
     revenues recognized in excess of amounts billed.  The liability,
     "billings in excess of costs and estimated earnings on uncompleted
     contracts" represents billings in excess of revenue recognized.
     
     Contract costs include all direct material, direct labor,
     subcontractor costs and other indirect costs related to contract
     performance, such as supplies, tools and repairs.  General and
     administrative costs are charged to expense as incurred.  Provisions
     for estimated losses on uncompleted contracts are made in the period
     in which such losses are determined.  Changes in job performance,
     job conditions, estimated profitability and final contract
     settlements may result in revisions to costs and income and are
     recognized in the period in which the revisions are determined.
     
     Deferred Charge - The Company amortized the excess cost over equity
     in net assets of a subsidiary on a straight-line basis over the
     period ended December 31, 1994.
     
     Income Taxes - The Company accounts for income taxes using the asset
     and liability method.  Under the asset and liability method,
     deferred tax assets and liabilities are recognized for the future
     tax consequences attributable to differences between the financial
     statement carrying amounts of existing assets and liabilities and
     their respective tax bases.  Deferred tax assets and liabilities are
     measured using enacted tax rates expected to apply to taxable income
     in the years in which those temporary differences are expected to be
     recovered or settled.  The effect on deferred tax assets and
     liabilities of a change in tax rates is recognized in income in the
     period that includes the enactment date.
     
     Use of Estimates - Management of the Company has made a number of
     estimates and assumptions relating to the reporting of assets and
     liabilities and the disclosure of contingent assets and liabilities
     to prepare these financial statements in conformity with generally
     accepted accounting principles.  Actual results could differ from
     those estimates.
     
     Financial Instruments Fair Value, Concentration of Business and
     Credit Risks - The carrying amount reported in the balance sheet for
     cash and cash equivalents, accounts receivable and accrued billing,
     accounts payable and accrued liabilities approximates fair value
     because of the immediate or short-term maturity of these financial
     instruments.  It is not considered practical to estimate the fair
     value of the $600,000 note receivable relating to the sale of The
     San Pedro Mining Corporation (see Note 3).  The fair value of the
     $212,500 note receivable which provides for an interest rate of 18%
     and is collateralized by land located in Brevard County, Florida, is
     considered to be its carrying value due to the lack of a ready
     market for such loans.  Financial instruments which potentially
     subject the Company to concentrations of credit risk consist
     principally of accounts receivable, accrued billings and retainage
     in the amount of $1,211,110 at December 31, 1996 due from electrical
     utilities pursuant to contract terms.  The Company considers these
     electrical utility customers to be creditworthy.  In January 1996,
     the Company lost its largest zeolite customer which represented 38%
     of mining revenue in 1995.  The Company is continually seeking other
     customers to replace this business.
     
     Reclassifications - Certain amounts in 1995 and 1994 have been 
     reclassified to conform to the 1996 presentation.
     
     Note 2 - Costs and Estimated Earnings on Uncompleted Contracts
     
     At December 31, 1996 and 1995, long-term fixed price construction
     contracts in progress accounted for on the percentage-of-completion
     method consisted of:

<TABLE>
                                              1996                 1995
     <S>                                   <C>                  <C>
     Costs incurred on uncompleted
       contracts                           $3,788,038           $9,039,931
     Estimated earnings (loss)                790,319             (125,181)
                                            4,578,357            8,914,750
     Less billings to date                  4,052,126            8,310,715
                                           $  526,231           $  604,035
     Included in the balance sheets
       under the following captions
         Costs and estimated earnings
           in excess of billings on
           uncompleted contracts             $600,302             $639,186
         Billings in excess of costs
           and estimated earnings on 
           uncompleted contracts              (74,071)             (35,151)
     Total                                   $526,231             $604,035
</TABLE>
     
     The amounts billed but not paid by customers pursuant to retention
     provisions of long-term construction contracts were $282,850 and
     $468,474 at December 31, 1996 and 1995, respectively.  The retainage
     is expected to be collected within the next twelve months.
     
     Note 3 - Sale of Mining Subsidiary
     
     In April 1993, the capital stock of The San Pedro Mining Corporation
     ("San Pedro"), a then wholly-owned subsidiary of the Company was
     sold for $1,220,000 of which $50,000 in cash was paid at closing
     with the balance of the purchase price represented by a promissory
     note payable to the Company in equal monthly principal installments
     of $15,000 through January 2000, with the exception of six
     installments being reduced to $7,500 payable February 1996 through
     July 1996 as a result of an amendment dated April 3, 1996.  The note
     bears interest at the rate of prime plus 1% (9.25% at December 31,
     1996) payable monthly and is secured by a first real estate mortgage
     and personal property security agreement upon substantially all of
     the assets of and a pledge of all of the outstanding capital stock
     of San Pedro.  Effective February 18, 1997, the agreement was
     amended to provide for the debtor to reduce $150,000 of principal
     and interest with the transfer of equipment with an estimated fair
     value when received of $150,000.  This equipment would be used in
     the Company's mining operations.  The debtor has the right to
     repurchase this equipment for $150,000 through April 18, 1997.  The
     Company has classified this note receivable as noncurrent as of
     December 31, 1996.
     
     Since the purchaser's initial investment in the property amounted to
     less than 20% of the sale price, the installment method of profit
     recognition was used resulting in a deferred gain of $330,214.  In
     the years ended December 31, 1996, 1995 and 1994, $24,360, $48,720
     and $48,720, respectively, of such deferred gain was recognized as
     revenue.  The installment method recognizes proportionate amounts of
     the gain associated with the transaction as payments are received.
     
     The primary assets of San Pedro were represented by mining
     properties with a net book value of $889,786 at the date of sale.
     
     Note 4 - Inventories
     
     Inventories at December 31 are as follows:

<TABLE>
                                         1996                1995
     <S>                               <C>                 <C>
     Materials and supplies            $106,672            $111,856
     Industrial mineral products         62,983              46,838
     Ores in process                     58,394               6,914
     Total inventories                 $228,049            $165,608
</TABLE>
     
     Note 5 - Properties
     
     Balances of major classes of properties at December 31 are as
     follows:

<TABLE>
                                             1996             1995
     <S>                                <C>               <C>
     Land, mines and mining claims      $ 5,255,047       $ 5,255,047
     Buildings and improvements           1,729,313         1,721,825
     Machinery and equipment             14,296,694        13,794,318
     Construction in progress                34,109                --
       Total                             21,315,163        20,771,190
     Less accumulated depreciation,
       depletion and amortization        17,127,875        16,415,290
     Net properties                     $ 4,187,288       $ 4,355,900
</TABLE>
     
     As a matter of policy, management of the Company reviews the net
     carrying value of all mining facilities on a periodic basis.  As a
     result of such review, no write-down was considered necessary during
     any of the years in the three year period ended December 31, 1996.
     
     Note 6 - Income Taxes
     
     The income tax provision (benefit) for the years ended December 31,
     1996, 1995 and 1994 consist of the following:
  
<TABLE>
                               1996               1995                1994
     <S>                 <C>                  <C>                 <C> 
     Current
       Federal           $    --              $   --              $   -- 
       State                  --                  --                  -- 
                              --                  --                  -- 
     Deferred
       Federal                --              52,000              24,000
       State                  --              10,000               1,000
     Total               $    --             $62,000             $25,000
</TABLE>
              
     Temporary differences and carryforwards which give rise to deferred
     tax assets and liabilities as of December 31, 1996 and December 31,
     1995 are as follows:

<TABLE>   
                                                December 31,     December 31,
                                                    1996             1995
     <S>                                      <C>              <C>
     Deferred tax assets
       Depletion, mineral rights
         and deferred development
         and exploration cost                 $   325,000      $   325,000
     Accrued workers' compensation
       costs                                       62,000           99,000
     Accrued vacation and bonus                    11,000           15,000
     Property and equipment,
       principally due to differences
       in depreciation and valuation
       write-downs                                340,000          389,000
     Net operating loss carryforwards           2,881,000        2,685,000
     Investment tax credit
       carryforwards                              264,000          295,000
     Alternative minimum tax 
       credit carryforwards                       256,000          256,000
                                                4,139,000        4,064,000
     Valuation allowance                       (3,279,000)      (3,204,000)
       Total net deferred tax assets              860,000          860,000
     Deferred tax liabilities                          --               --
     Net deferred tax assets                 $    860,000      $   860,000
</TABLE>
     
     The Company has recorded a valuation allowance to reflect the
     estimated amount of deferred tax assets which may not be realized. 
     In assessing the realizability of deferred tax assets, management
     considers whether it is more likely than not that some portion or
     all of the deferred tax assets will not be realized.  The ultimate
     realization of deferred tax assets is dependent upon the generation
     of future taxable income during the periods in which those temporary
     differences become deductible.  Management considers the projected
     future taxable income and tax planning strategies in making this
     assessment.  The Company increased the valuation allowance for net
     deferred tax assets by approximately $75,000 for the year ended
     December 31, 1996.
     
     At December 31, 1996, the Company had tax net operating loss
     carryforwards of approximately $7,600,000 available to offset future
     regular taxable income, which if unused, will expire from 1999
     through 2011.
     
     Additionally, the Company has investment tax credit carryforwards of
     approximately $264,000 available to reduce future Federal income
     taxes, which if unused, will expire from 1997 through 2000.  In
     addition, the Company has alternative minimum tax credit
     carryforwards of approximately $256,000 which are available to
     reduce future Federal income taxes over an indefinite period.
     
     The differences between the Company's effective income tax rate and
     the Federal statutory rate for the years ending December 31, 1996,
     1995 and 1994 are reconciled below:
     
<TABLE>
                                            1996        1995        1994
     <S>                                   <C>         <C>         <C>
     Federal statutory rate (benefit)      (34.0)%     (34.0)%     (34.0)%
     Amortization of excess of cost
       over equity in net assets of
       business acquired                      --          --         3.9  
     State income tax                       (3.6)        2.0          --  
     Other non-deductible expenses           6.4         3.0         1.6  
     Other                                    --         6.0          --  
     Valuation allowance                    31.2        33.1        30.8  
     Total                                    --%       10.1%        2.3% 
</TABLE>
          
     Note 7 - Employee Benefit Agreements and 401(k) Plan
     
     Beginning in 1989, the Company entered into employee benefit
     agreements with certain employees of the Company.  Under the terms
     of the agreements, the Company buys life insurance policies that
     build cash surrender value while also providing life insurance
     benefits for the employee.  The Company is entitled to a refund of
     all previously paid premiums or the cash surrender value of the
     policy, whichever is lower, if the agreement is terminated prior to
     the employee attaining the age of 65.  After an employee reaches age
     65, the Company is entitled to a refund of all previously paid
     premiums in ten annual installments.  In the event of death, the
     Company will immediately be entitled to a refund of all previously
     paid premiums.  The Company may terminate the agreements at any time
     by giving written notice to the employee.
     
     Effective January 1, 1995, the Company adopted The Goldfield
     Corporation and Subsidiaries Employee Savings and Retirement Plan,
     a defined contribution plan that qualifies under Section 401(k) of
     the Internal Revenue Code.  The plan provides retirement benefits to
     all employees who meet eligibility requirements and elect to
     participate.  Under the plan, participating employees may defer up
     to 15% of their pre-tax compensation per calendar year subject to
     Internal Revenue Code limits.  The Company's contributions to the
     plan are discretionary and amounted to approximately $79,000 and
     $74,000 for the years ended December 31, 1996 and 1995,
     respectively.
     
     Note 8 - Worker's Compensation Self-Insurance Plan
     
     During 1990, the Company adopted a self-insured plan for worker's
     compensation claims subject to certain limits.  In July 1993, the
     Company changed its method of insuring workers' compensation claims
     to a plan that is not self-insured.  As of December 31, 1996 and
     1995, the estimated liability for workers' compensation for the
     outstanding claims under the previous self-insured plan was
     approximately $162,000 and $260,000, respectively.  Such liability
     is included in accounts payable and accrued liabilities in the
     accompanying balance sheets.
     
     Note 9 - Acquisition of Fiber Optic Services
     
     In January 1996, the Company acquired the fixed assets of Fiber
     Optic Services for payments of $173,138 and future payments equal to
     2 1/2 times their average pre-tax earnings for the five years ended
     December 31, 2000.  This acquisition was accounted for as a
     purchase.  Accordingly, the initial payments were allocated to the
     fixed assets acquired based upon their estimated fair market values. 
     Proforma effects of this acquisition for fiscal 1996 are considered
     immaterial.
     
     Fiber Optic Services is engaged in the construction of fiber optic
     communication systems throughout the United States primarily for
     electric utilities and communication companies.
     
     Note 10 - Credit Facility
     
     Under an unsecured line of credit arrangement expiring April 30,
     1997 (guaranteed by the Company), the Company's electrical
     construction subsidiary may borrow up to $1,000,000 at the bank's
     prime rate of interest.  At December 31, 1996 and 1995, no
     borrowings were outstanding under this line of credit; however,
     during 1996, $100,000 of the line of credit was reserved for a
     standby letter of credit for the outstanding self-insured workers
     compensation claims.  All stated conditions related to this
     available credit line have been complied with in 1996 and 1995.
     
     Note 11 - Preferred and Common Stock
     
     The Series A 7% Voting Cumulative Convertible Preferred Stock
     ("Series A Stock") is convertible into common stock, presently at
     the rate of 1.144929 shares of common stock for each share of Series
     A Stock, and has an annual dividend rate of $.07 per share.  The
     Series A Stock may be redeemed by the Company at par.  Holders of
     the Series A Stock have the same voting rights as common
     stockholders (except under certain circumstances arising from the
     failure to pay dividends on the Series A Stock) and have certain
     rights not held by common stockholders such as preferences in
     liquidation and controlling voting rights in certain mergers, sales
     and amendments to the Certificate of Incorporation.
     
     At December 31, 1996, 26,872,106 shares of Common Stock were issued
     and 388,597 shares of Common Stock were reserved for possible
     conversion of the Series A Stock.
     
     Note 12 - Other Income, Net
     
     Other income, net consists of the following:
     
<TABLE>
                                       1996        1995        1994
     <S>                             <C>         <C>         <C>
     Interest income                 $283,538    $404,646    $317,695
     Recognized gain on sale of              
       subsidiary (Note 3)             24,360      48,720      48,720
     Gain on sale of equipment         32,288      88,640     115,239
     Other                             48,511      18,932      80,745
     Total other 
       income, net                   $388,697    $560,938    $562,399
</TABLE>
              
     Note 13 - Earnings (Loss) Per Share of Common Stock
     
     Earnings (loss) per common share, after deducting dividend
     requirements on the Company's Series A Stock of $23,758 in each of
     the years ended December 31, 1996, 1995 and 1994 were based on the
     weighted average number of shares of Common Stock outstanding,
     excluding 17,358 shares of Treasury stock for each of the years
     ended December 31, 1996, 1995 and 1994.  The inclusion of Common
     Stock issuable upon conversion of Series A Stock has not been
     included in the per share calculations because such inclusion would
     not have a material effect on the earnings (loss) per common share.
     
     Note 14 - Business Segment Information
     
     Operations include mining and electrical construction.  Intersegment
     sales have been eliminated.  The following table sets forth certain
     segment information for the periods indicated:
               
<TABLE>
                                        1996           1995           1994
     <S>                            <C>            <C>            <C>
     Sales from operations to
       unaffiliated customers
         Electrical construction    $11,628,898    $10,676,254    $10,811,611 
         Mining                       1,506,797      1,907,684      1,783,728 
     Total                          $13,135,695    $12,583,938    $12,595,339 
     
     Gross profit (loss)
       Electrical construction      $   578,265    $  (223,154)   $  (181,278)
       Mining                          (179,452)        72,150         25,288 
     Total gross profit (loss)          398,813       (151,004)      (155,990)
     
     Interest and other income,
       net                              388,697        560,938        562,399 
     General corporate expenses      (1,125,348)    (1,025,492)    (1,481,925)
       Loss from operations
         before income taxes        $  (337,838)   $  (615,558)   $(1,075,516)
               
     Identifiable assets
       Electrical construction      $ 6,459,253    $ 5,177,368    $ 5,172,820 
       Mining                         2,835,680      3,140,009      3,052,651 
       Corporate                      4,357,310      5,529,383      6,232,435 
     Total                          $13,652,243    $13,846,760    $14,457,906 
            
     Capital expenditures
       Electrical construction      $   579,032    $   780,613    $   464,040 
       Mining                            79,783        338,728        372,259 
       Corporate                         77,591        140,786         42,168 
     Total                          $   736,406    $ 1,260,127    $   878,467 
          
     Depreciation and depletion
       Electrical construction      $   568,127    $   541,041    $   559,523 
       Mining                           280,720        280,360        204,779 
       Corporate                         41,801         55,045         34,284 
     Total                          $   890,648    $   876,446    $   798,586 
</TABLE>
     
     Gross profit (loss) is total operating revenue less operating
     expenses. Gross profits (losses) exclude general corporate expenses,
     interest expense, interest income and income taxes.  Royalty income
     is included in the calculation of gross profit (loss) for the mining
     segment.  Identifiable assets by industry are used in the operations
     of each industry.
     
     Sales (in thousands of dollars) to major customers exceeding 10% of
     total sales follows:

<TABLE>
                                    1996            1995             1994
                                        % of             % of             % of
                                       Total            Total            Total
                               Amount  Sales   Amount   Sales   Amount   Sales
   <S>                         <C>       <C>  <C>        <C>    <C>        <C>
    Electrical construction
      Customer A               $2,171    17                     $2,081     17
      Customer B                               $3,409     27              
      Customer C                3,081    23           
      Customer D                                1,584     13     3,245     26
      Customer E                                                 3,781     30
</TABLE>

     Item 9.  Charges In and Disagreements With Accountants on
              Accounting and Financial Disclosure.
              None.

                                  PART III
                                
     Item 10. Directors and Executive Officers of the Registrant.
     
     Information concerning the directors of the Company is contained
     under "Election of Directors" in the Company's 1997 Proxy Statement,
     which information is incorporated by reference.
     
     The executive officers of the Company are as follows:
     
<TABLE>
                                             Year in which
                                             Service Began
          Name and Title(1)                   as Officer             Age
     <S>                                         <C>                  <C>
     James Sottile
       Chairman of the Board
       of Directors                              1970                 83
     
     John H. Sottile, (2)
       President and Chief
       Executive Officer, Director               1983                 49
     
     John M. Starling
       Secretary, Director                       1996                 67
     
     Stephen R. Wherry,
       Vice President, Treasurer
       and Chief Financial Officer               1988                 38
</TABLE>
                                          
     Throughout the past five years John H. Sottile and Stephen R. Wherry
     have been principally employed as executive officers of the Company.
     
     James Sottile has served as Chairman of the Board for the past five
     years.
     
     John M. Starling has been an executive officer of the Company since
     March 15, 1996.  Since January 1, 1995, Mr. Starling has acted as Of
     Counsel for the law firm of Severs, Stadler & Harris, P.A.  Prior to
     such time, Mr. Starling was a member of the law firm of Holland,
     Starling, Severs, Stadler & Friedland, P.A.
     
     The term of office of all directors is until the next annual meeting
     and the term of office of all officers is for one year and until
     their successors are chosen and qualify.
     
     (1) As of February 14, 1997.
     
     (2) John H. Sottile is the son of James Sottile, Chairman of the 
         Board of Directors.
     
     Item 11.  Executive Compensation.
     
     Information concerning executive compensation is contained under
     "Executive Compensation" in the Company's 1997 Proxy Statement,
     which information is incorporated herein by reference.
     
     Item 12.  Security Ownership of Certain Beneficial Owners and Management.
     
     Information concerning the security ownership of the directors and
     officers of the registrant is contained under "Ownership of Voting
     Securities by Certain Beneficial Owners and Management" in the
     Company's 1997 Proxy Statement, which information is incorporated
     herein by reference.
     
     Item 13.  Certain Relationships and Related Transactions.
     
     Information concerning relationships and related transactions of the
     directors and officers of the Company is contained under "Election
     of Directors" in the Company's 1997 Proxy Statement, which
     information is incorporated herein by reference.


                                   PART IV
                              
     Item 14.  Exhibits, Financial Statement Schedules, and Reports 
               on Form 8-K.
     
     (a) 1.  Financial Statements                                      Page
     
     Report of Independent Certified Public Accountants                 11
     
     Consolidated Balance Sheets - December 31, 1996
       and 1995                                                         12
     
     Consolidated Statements of Operations - Three Years
       ended December 31, 1996                                          13

     Consolidated Statements of Cash Flows - Three Years
       ended December 31, 1996                                          14
     
     Consolidated Statements of Stockholders' Equity-
       Three Years ended December 31, 1996                              15
     
     Notes to Consolidated Financial Statements                         16
     
      3.       Exhibits
     
      3-1      Restated Certificate of Incorporation of the Company, as  
               amended, is hereby incorporated by reference to Exhibit
               3-1 of the Company's Annual Report on Form 10-K for the
               year ended December 31, 1987, heretofore filed with the
               Commission (file No. 1-7525).
     
      3-2      By-Laws of the Company, as amended, is hereby incorporated by 
               reference to Exhibit 3-2 of the Company's Annual Report
               on Form 10-K for the year ended December 31, 1987,
               heretofore filed with the Commission (file No. 1-7525).
     
      4-1      Action by Unanimous Consent of Holders of Preferred Stock as 
               of September 30, 1979 permanently waiving mandatory
               redemption is hereby incorporated by reference to Exhibit
               3-5 of the Company's Registration Statement on Form S-l,
               No. 2-65781, heretofore filed with the Commission on
               November 28, 1979.
     
      4-2      Specimen copy of Company's Common Stock certificate is
               hereby  incorporated by reference to Exhibit 4-5 of the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1987, heretofore filed with the Commission
               (file No. 1-7525).
     
      10-1     Employment Agreement dated January 1, 1986 between
               Southeast Power Corporation and Romey A. Taylor is hereby
               incorporated by reference to Exhibit 10-l(b) of the
               Company's Registration Statement on Form S-l, No. 33-3866,
               heretofore filed with the Commission on March 10, 1986.
     
      10-1(a)  Amendment No. 1 to Employment Agreement dated January 1,
               1986 between Southeast Power Corporation, Romey A. Taylor
               and The Goldfield Corporation is hereby incorporated by
               reference to Exhibit 10-1(a) to the Company's report on
               Form 10-Q for the quarter ended September 30, 1988,
               heretofore filed with the Commission (file No. 1-7525).
     
      10-1(b)  Amendment dated September 11, 1995 to Employment Agreement
               effective January 1, 1986 between Southeast Power
               Corporation and Romey A. Taylor is hereby incorporated by
               reference to Exhibit 10-1(b) to the Company's report on
               Form 10-Q for the quarter ended September 30, 1995,
               heretofore filed with the Commission (file No. 1-7525).
     
      10-2     Employment Agreement effective January 15, 1985 between
               The Goldfield Corporation and John H. Sottile is hereby
               incorporated by reference to Exhibit 10-6 of the Company's
               Registration Statement on Form S-l, No. 33-3866,
               heretofore filed with the Commission on March 10, 1986.
     
      10-2(a)  Amendment dated February 25, 1986 to the Employment
               Agreement included in Exhibit 10-2 is hereby incorporated
               by reference to Exhibit 10-6(a) of the Company's
               Registration Statement on Form S-l, No.  33-3866,
               heretofore filed with the Commission on March 10, 1986.

      10-2(b)  Amendment dated September 23, 1988 to Employment Agreement
               effective January 15, 1985 between The Goldfield
               Corporation and John H. Sottile is hereby incorporated by
               reference to Exhibit 10-2(b) to the Company's report on
               Form 10-Q for the quarter ended September 30, 1988,
               heretofore filed with the Commission (file No. 1-7525).
     
      10-2(c)  Amendment dated February 27, 1990 to Employment Agreement
               effective January 15, 1985 between The Goldfield
               Corporation and John H. Sottile, is hereby incorporated by
               reference to Exhibit 10-2(c) of the Company's Annual
               Report on Form 10-K for the year ended December 31, 1989,
               heretofore filed with the Commission (file No. 1-7525).
     
      10-2(d)  Amendment dated January 29, 1992 to Employment Agreement
               effective January 15, 1985 between The Goldfield
               Corporation and John H. Sottile, is hereby incorporated by
               reference to Exhibit 10-2(d) of the Company's Annual
               Report on Form 10-K for the year ended December 31, 1991,
               heretofore filed with the Commission (file No. 1-7525).
     
      10-2(e)  Amendment dated September 15, 1995 to Employment Agreement
               effective January 15, 1985 between The Goldfield
               Corporation and John H. Sottile, is hereby incorporated by
               reference to Exhibit 10-2(e) of the Company's report on
               Form 10-Q for the quarter ended September 30, 1995,
               heretofore filed with the Commission (file No. 1-7525).
     
      10-3     Employment Agreement dated January 1, 1986 among John H.
               Sottile, Southeast Power Corporation and The Goldfield
               Corporation is hereby incorporated by reference to Exhibit
               10-8 of the Company's Registration Statement on Form S-l,
               No. 33-3866, heretofore filed with the Commission on March
               10, 1986.
     
      10-3(a)  Amendment No. 1 to Employment Agreement dated January 1,
               1986 among John H. Sottile, Southeast Power Corporation
               and The Goldfield Corporation is hereby incorporated by
               reference to Exhibit 10-4(a) of the Company's report on
               Form 10-Q for the quarter ended September 30, 1988,
               heretofore filed with the Commission (file No. 1-7525).
     
      10-3(b)  Amendment No. 2 to Employment Agreement dated January 1,
               1986 among John H. Sottile, Southeast Power Corporation
               and The Goldfield Corporation, is hereby incorporated by
               reference to Exhibit 10-4(b) of the Company's Annual
               Report  on Form 10-K for the year ended December 31, 1991,
               heretofore filed with the Commission (file No. 1-7525).
     
      10-3(c)  Amendment dated September 11, 1995 to Employment Agreement
               effective January 1, 1986 between Southeast Power
               Corporation and John H. Sottile, is hereby incorporated by
               reference to Exhibit 10-4(c) of the Company's report on
               Form 10-Q for the quarter ended September 30, 1995
               heretofore filed with the Commission (file No. 1-7525).
     
      10-4     Employee Benefit Agreement dated November 20, 1989 between
               The Goldfield Corporation and John H. Sottile, is hereby
               incorporated by reference to Exhibit 10-5 of the Company's
               Annual Report  on Form 10-K for the year ended December
               31, 1989, heretofore filed with the Commission (file No.
               1-7525).
     
      10-5     Employee Benefit Agreement dated November 16, 1989 between
               The Goldfield Corporation and Stephen R. Wherry, is hereby
               incorporated by reference to Exhibit 10-6 of the Company's
               Annual Report  on Form 10-K for the year ended December
               31, 1989, heretofore filed with the Commission (file No.
               1-7525).
     
      10-6     Stock Purchase Agreement dated April 12, 1993 between
               Florida Transport Corporation and Royalstar Southwest,
               Inc. relating to the sale of San Pedro Mining Corporation
               is hereby incorporated by reference to Exhibit 10-13 of
               the Company's Annual Report on Form 10-K for the year
               ended December 31, 1993, heretofore filed with the
               Commission (file No. 1-7525).
     
     *10-6(a)  Amendment dated April 3, 1996 to Promissory Note dated
               April 12, 1993 between Florida Transport Corporation 
               and The San Pedro Mining Corporation, Royalstar 
               Resources Ltd., and Royalstar Southwest.

     *10-6(b)  Amendment dated February 18, 1997 to Promissory Note
               dated April 12, 1993 between Florida Transport 
               Corporation and The San Pedro Mining Corporation,
               Royalstar Resources Ltd., and Royalstar Southwest.

      10-7     The Goldfield Corporation and Subsidiaries Standardized
               Adoption Agreement and Prototype Cash or Deferred Profit-
               Sharing Plan and Trust Basic Plan Document #3 effective
               January 1, 1995, is hereby incorporated by reference to
               Exhibit 10-9 of the Company's report on Form 10-Q for the
               quarter ended March 31, 1995, heretofore filed with the
               Commission (file No. 1-7525).
     
     *10-8     Royalty Agreement dated February 19, 1982 between Bow
               Valley Coal Resources, Inc. and Northern Goldfield
               Investments, Ltd., Inc.

     *10-8(a)  Amendment dated February 14, 1997 to Royalty Agreement
               dated February 19, 1982 between Great Western Coal Inc. 
               dba New Horizons Coal Inc. and The Goldfield Corporation. 

      11       For computation of per share earnings, see Note 13 of 
               Notes to Consolidated Financial Statements.
     
     *21       Subsidiaries of Registrant. 
     
     (b)       Reports on Form 8-K
     
               No reports on Form 8-K were filed during the fourth quarter
               ended December 31, 1996.
     
     * Filed herewith.       

                                   SIGNATURES
                              
     Pursuant to the requirements of Section 13 or 15 (d) of the
     Securities Exchange Act of 1934, the Registrant has duly caused this
     report to be signed on its behalf by the undersigned, thereunto duly
     authorized.
     
     THE GOLDFIELD CORPORATION
     
     By     /s/   John H. Sottile       
             (John H. Sottile)
        President, Chief Executive Officer
                and Director
     
     
     Dated:  March 25, 1997
     
     Pursuant to the requirements of the Securities Exchange Act of 1934,
     this report has been signed below by the following persons on behalf
     of the Registrant and in the capacities and on the dates indicated.
     
     
           Signature                   Title                        Date
     
      /s/ James Sottile         Chairman of the Board          March 25, 1997
       (James Sottile)
     
      /s/ John H. Sottile       President,                     March 25, 1997
       (John H. Sottile)        Chief Executive 
                                Officer and Director
     
      /s/ Stephen R. Wherry     Vice President,                March 25, 1997
       (Stephen R. Wherry)      Finance and Chief
                                Financial Officer
                                (Principal Financial
                                Officer), Treasurer
                                and Principal
                                Accounting Officer
     
      /s/ John M. Starling      Director and Secretary         March 25, 1997
       (John M. Starling)
     
      /s/ John P. Fazzini       Director                       March 25, 1997
       (John P. Fazzini)
     
     /s/ Danforth E. Leitner    Director                       March 25, 1997
      (Danforth E. Leitner)
     

                                
                                
                     SECURITIES AND EXCHANGE COMMISSION
                                
                          Washington, D.C.  20549
                                
                                
                                
                                 Form 10-K
                                
                                
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                                
For the Fiscal Year Ended December 31, 1996      Commission File No. 1-7525


                                
                         THE GOLDFIELD CORPORATION
                                
                                
                                  EXHIBITS
                                
                                
                                
March 25, 1997

                                
                                
                                
                             INDEX TO EXHIBITS
                                                   
                                                                Sequentially
                                                                  numbered
 3.         Exhibits                                                pages

 3-1        Restated Certificate of Incorporation of the Company,
            as amended, is hereby incorporated by reference to
            Exhibit 3-1 of the Company's Annual Report  on Form
            10-K for the year ended December 31, 1987, heretofore
            filed with the Commission (file No. 1-7525).

 3-2        By-Laws of the Company, as amended is hereby
            incorporated by reference to Exhibit 3-2 of the
            Company's Annual Report on Form 10-K for the year ended
            December 31, 1987, heretofore filed with the Commission
            (file No. 1-7525).

 4-1        Action by Unanimous Consent of Holders of Preferred
            Stock as of September 30, 1979 permanently waiving
            mandatory redemption is hereby incorporated by
            reference to Exhibit 3-5 of the Company's Registration
            Statement on Form S-l, No. 2-65781, heretofore filed
            with the Commission on November 28, 1979.

 4-2        Specimen copy of Company's Common Stock certificate is
            hereby  incorporated by reference to Exhibit 4-5 of the
            Company's Annual Report on Form 10-K for the year ended
            December 31, 1987, heretofore filed with the Commission
            (file No. 1-7525).

 10-1       Employment Agreement dated January 1, 1986 between
            Southeast Power Corporation and Romey A. Taylor is
            hereby incorporated by reference to Exhibit l0-l(b) of
            the Company's Registration Statement on Form S-l, No.
            33-3866, heretofore filed with the Commission on March
            10, 1986.

 10-1(a)    Amendment No. 1 to Employment Agreement dated January
            1, 1986 between Southeast Power Corporation, Romey A.
            Taylor and The Goldfield Corporation is hereby
            incorporated by reference to Exhibit 10-1(a) to the
            Company's report on Form 10-Q for the quarter ended
            September 30, 1988, heretofore filed with the
            Commission (file No. 1-7525).

 10-1(b)    Amendment dated September 11, 1995 to Employment
            Agreement effective January 1, 1986 between Southeast
            Power Corporation and Romey A. Taylor is hereby
            incorporated by reference to Exhibit 10-1(b) to the
            Company's report on Form 10-Q for the year ended
            September 30, 1995, heretofore filed with the
            Commission (file No. 1-7525).                
                                             
 10-2       Employment Agreement effective January 15, 1985
            between The Goldfield Corporation and John H.
            Sottile is hereby incorporated by reference to
            Exhibit 10-6 of the Company's Registration
            Statement on Form S-l, No. 33-3866, heretofore
            filed with the Commission on March 10, 1986.

 10-2(a)    Amendment dated February 25, 1986 to the
            Employment Agreement included in Exhibit 10-2
            is hereby incorporated by reference to Exhibit
            10-6(a) of the Company's Registration Statement
            on Form S-l, No.  33-3866, heretofore filed
            with the Commission on March 10, 1986.

 10-2(b)    Amendment dated September 23, 1988 to
            Employment Agreement effective January 15, 1985
            between The Goldfield Corporation and John H.
            Sottile is hereby incorporated by reference to
            Exhibit 10-2(b) to the Company's report on Form
            10-Q for the quarter ended September 30, 1988,
            heretofore filed with the Commission (file No.
            1-7525).

 10-2(c)    Amendment dated February 27, 1990 to Employment
            Agreement effective January 15, 1985 between
            The Goldfield Corporation and John H. Sottile,
            is hereby incorporated by reference to Exhibit
            10-2(c) of the Company's Annual Report  on Form
            10-K for the year ended December 31, 1989,
            heretofore filed with the Commission (file No.
            1-7525).

 10-2(d)    Amendment dated January 29, 1992 to Employment
            Agreement effective January 15, 1985 between
            The Goldfield Corporation and John H. Sottile,
            is hereby incorporated by reference to Exhibit
            10-2(d) of the Company's Annual Report  on Form
            10-K for the year ended December 31, 1991,
            heretofore filed with the Commission (file No.
            1-7525).

 10-2(e)    Amendment dated September 15, 1995 to
            Employment Agreement effective January 15, 1985
            between The Goldfield Corporation and John H.
            Sottile, is hereby incorporated by reference to
            Exhibit 10-2(e) of the Company's report on Form
            10-Q for the quarter ended September 30, 1995,
            heretofore filed with the Commission (file No.
            1-7525).
     
 10-3       Employment Agreement dated January 1,
            1986 among John H. Sottile, Southeast
            Power Corporation and The Goldfield
            Corporation is hereby incorporated by
            reference to Exhibit 10-8 of the
            Company's Registration Statement on Form
            S-l, No. 33-3866, heretofore filed with
            the Commission on March 10, 1986.
     
 10-3(a)    Amendment No. 1 to Employment Agreement
            dated January 1, 1986 among John H.
            Sottile, Southeast Power Corporation and
            The Goldfield Corporation is hereby
            incorporated by reference to Exhibit
            10-4(a) of the Company's report on Form
            10-Q for the quarter ended September 30,
            1988, heretofore filed with the
            Commission (file No. 1-7525).
     
 10-3(b)    Amendment No. 2 to Employment Agreement
            dated January 1, 1986 among John H.
            Sottile, Southeast Power Corporation and
            The Goldfield Corporation, is hereby
            incorporated by reference to Exhibit
            10-4(b) of the Company's Annual Report 
            on Form 10-K for the year ended December
            31, 1991, heretofore filed with the
            Commission (file No. 1-7525).
     
 10-3(c)    Amendment dated September 11, 1995 to
            Employment Agreement effective January 1,
            1986 between Southeast Power Corporation
            and John H. Sottile, is hereby
            incorporated by reference to Exhibit 10-4(c) 
            of the Company's report on Form 10-Q
            for the quarter ended September 30, 1995
            heretofore filed with the Commission
            (file No. 1-7525).
     
 10-4       Employee Benefit Agreement dated November
            20, 1989 between The Goldfield
            Corporation and John H. Sottile, is
            hereby incorporated by reference to
            Exhibit 10-5 of the Company's Annual
            Report  on Form 10-K for the year ended
            December 31, 1989, heretofore filed with
            the Commission (file No. 1-7525).
     
 10-5       Employee Benefit Agreement dated November
            16, 1989 between The Goldfield
            Corporation and Stephen R. Wherry, is
            hereby incorporated by reference to
            Exhibit 10-6 of the Company's Annual
            Report  on Form 10-K for the year ended
            December 31, 1989, heretofore filed with
            the Commission (file No. 1-7525).

 10-6       Stock Purchase Agreement dated April 12, 1993
            between Florida Transport Corporation and
            Royalstar Southwest, Inc. relating to the sale
            of San Pedro Mining Corporation is hereby
            incorporated by reference to Exhibit 10-13 of
            the Company's Annual Report on Form 10-K for
            the year ended December 31, 1993, heretofore
            filed with the Commission (file No. 1-7525).

*10-6(a)    Amendment dated April 3, 1996 to Promissory
            Note dated April 12, 1993 between Florida
            Transport Corporation and The San Pedro Mining
            Corporation, Royalstar Resources Ltd., and
            Royalstar Southwest.                                     35

*10-6(b)    Amendment dated February 18, 1997 to
            Promissory Note dated April 12, 1993 between
            Florida Transport Corporation and The San
            Pedro Mining Corporation, Royalstar Resources
            Ltd., and Royalstar Southwest.                           36

 10-7       The Goldfield Corporation and Subsidiaries
            Standardized Adoption Agreement and Prototype
            Cash or Deferred Profit-Sharing Plan and Trust
            Basic Plan Document #3 effective January 1,
            1995, is hereby incorporated by reference to
            Exhibit 10-9 of the Company's report on Form
            10-Q for the quarter ended March 31, 1995,
            heretofore filed with the Commission (file No.
            1-7525).

*10-8       Royalty Agreement dated February 19, 1982
            between Bow Valley Coal Resources, Inc. and
            Northern Goldfield Investments, Ltd., Inc.               38

*10-8(a)    Amendment dated February 14, 1997 to Royalty
            Agreement dated February 19, 1982 between
            Great Western Coal Inc. dba New Horizons Coal
            Inc. and The Goldfield Corporation.                      41

 11         For computation of per share earnings, see Note
            13 of Notes to Consolidated Financial
            Statements.

*21         Subsidiaries of Registrant.                              42
     
 (b)        Reports on Form 8-K
     
            No reports on Form 8-K were filed during
            the fourth quarter ended December 31,
            1996.
     
 * Filed herewith. 



                        FLORIDA TRANSPORT CORPORATION
                             
                         100 Rialto Place, Suite 500
                        Melbourne, Florida 32901-3082
                          Telephone: (407) 724-1700
                             Fax: (407) 724-1703
                              
     
     April 3, 1996
     
     
     
     Mr. John Young, President
     Royalstar Resources Ltd., 
     Royalstar Washington, Inc. and
     The San Pedro Mining Corp.
     Suite 1400 Guiness Tower
     1055 West Hastings
     Vancouver, BC V6E2E9
     
     RE:      Promissory Note dated April 12, 1993 executed by The San Pedro
              Mining Corporation, Royalstar Resources Ltd., and Royalstar
              Southwest (now assumed by Royalstar Washington, Inc.) in favor
              of Florida Transport Corporation in the original amount of
              $1,170,000.00, secured by Mortgage Security Agreement and
              Financing Statement ("the Mortgage") dated April 12, 1993, and
              Hypothecation Agreement dated April 12, 1993.
     
     Dear John:
     
     In accordance with our discussion today I have attached an invoice
     which reflects a reduction in the monthly principal payment from
     $15,000.00 to $7,500.00 plus accrued interest.  As agreed, this
     reduction in principal payments will be for a period of six (6)
     months from February 12, 1996, through July 12, 1996.  All other
     terms and conditions of the note remain the same.
     
     It is our understanding that you will forward this money to us by
     wire such that we will have it tomorrow morning.  I will draft the
     necessary modifications to the note and forward you a copy for your
     signature.
     
     If you have any questions please call me.
     
     Sincerely,
     
     FLORIDA TRANSPORT CORPORATION
     
     
     /              /
     John H. Sottile
     President
     JHS/ps
     
     Agreed and accepted this 3 day of April, 1996.
     
     /         /
     John Young



                        FLORIDA TRANSPORT CORPORATION
                             
                         100 Rialto Place, Suite 500
                          Melbourne, FL 32901-3082
                         Telephone: (407) 724-1700
                            Fax: (407) 724-1703
                              
     
     February 18, 1997
     
     
     Mr. John Young, President
     Royalstar Resources Ltd., 
     Royalstar Washington, Inc. and
     The San Pedro Mining Corp.
     Suite 1400 Guiness Tower
     1055 West Hastings
     Vancouver, BC V6E2E9
     
     RE:      Promissory Note dated April 12, 1993 executed by The San Pedro
              Mining Corporation, Royalstar Resources Ltd., and Royalstar
              Southwest (now assumed by Royalstar Washington, Inc.) in favor
              of Florida Transport Corporation in the original amount of
              $1,170,000.00, secured by Mortgage Security Agreement and
              Financing Statement ("the Mortgage") dated April 12, 1993, and
              Hypothecation Agreement dated April 12, 1993.
     
     Dear John:
     
     In accordance with our discussion we have agreed to accept the
     attached list of Equipment (see Exhibit "A" Equipment) presently
     owned by you as partial payment for the above captioned Note and
     Mortgage.
     
     The Equipment will be conveyed free and clear of any liens and
     encumbrances by Warranty Bill of Sale in form as shown in Exhibit
     "B" attached hereto.
     
     The $150,000.00 partial payment will be applied as follows:

<TABLE>
     <S>                                                    <C>
     October 12, 1996 note payment - past due               $ 15,000.00
     November 12, 1996 note payment - past due                15,000.00
     December 12, 1996 note payment - past due                15,000.00
     January 12, 1997 note payment - past due                 15,000.00
     February 12, 1997 note payment - past due                15,000.00
     March 12, 1997 note payment                              15,000.00
     April 12, 1997 note payment                              15,000.00
     Partial prepayment of May 12, 1997 note payment          11,795.04
     Interest at 9.25%* (Amortization Schedule attached)      30,867.12
     August 1996 interest paid with wire transfer             (3,272.98)
     Adjusted September 1996 interest recalculated on
       September 27, 1996 (date of receipt)                    5,610.82
     
       TOTAL DUE ON APRIL 18, 1997                          $150,000.00   
     
     *Changes in the Sun Bank prime Rate between the date of this billing
     and the payment due date will be reflected in the next month's
     billing and loan amortization schedule, as well as the timing of the
     payments with corresponding interest.
</TABLE>
     
     It is further agreed that you may re-purchase this Equipment at any
     time on or before April 18, 1997 for $150,000.00.  Florida Transport
     has agreed not to remove the Equipment from the San Pedro mill site
     before May 31, 1997.  Subsequent to that date you grant us
     permission to enter upon the property for removal of this Equipment.
     
     As you can see from the attached schedule no additional payments of
     principal or interest will be due before May 12, 1997, when the
     $3,204.96 remaining balance of the May note payment, plus accrued
     interest, is payable.
     
     Sincerely,
     
     FLORIDA TRANSPORT CORPORATION
     
     /             /
     John H. Sottile
     President
     
     JHS/ps
     
     Attachments: Exhibit "A EQUIPMENT"
                  Exhibit "B"
                  Amortization Schedule
     
     Agreed and Accepted this 18th day of February, 1997.
     
     Royalstar Resources Ltd.
     Royalstar Washington, Inc.
     The San Pedro Mining Corporation
     
     By:/       /
        John Young, President



                              ROYALTY AGREEMENT
                              
     
     THIS ROYALTY AGREEMENT, entered into on this 19th day of
     February, 1982, between BOW VALLEY COAL RESOURCES, INC. ("Bow
     Valley") and NORTHERN GOLDFIELD INVESTMENTS, LTD., INC. ("Northern
     Goldfield").
     
                                  WITNESSETH:
     
     WHEREAS, Northern Goldfield and Bow Valley entered into an Agreement
     for the Purchase and Sale of Stock dated January 20, 1982 (the
     "Sales Agreement"), pursuant to the terms of which Northern
     Goldfield sold to Bow Valley all of the outstanding shares of stock
     of Harlan Fuel Company ("Harlan"); and,
     
     WHEREAS, the Sales Agreement has been closed in accordance with its
     terms and Bow Valley is now the owner of all of the outstanding
     shares of stock of Harlan; and,
     
     WHEREAS, Section 2.01(c) of the Sales Agreement provides that Bow
     Valley Shall pay to Northern Goldfield a royalty on coal mined and
     shipped from the property owned or leased by Harlan; and,
     
     WHEREAS, the Sales Agreement further provides that Bow Valley shall
     execute such separate documents as requested by Northern Goldfield
     relating to royalty payments to be made to Northern Goldfield
     pursuant to the Sales Agreement.
     
     NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
     ($10.00) in hand paid by Northern Goldfield to Bow Valley and in
     further consideration of the mutual promises and covenants contained
     in the Sales Agreement, Bow Valley hereby agrees to pay Northern
     Goldfield a royalty on coal mined and shipped from the property
     owned or leased by Harlan on the following basis:
     
         (1)    Amount of Royalty.
               (a) 3% of the gross selling price of coal mined and
     shipped from seams lying in elevations above the Upper Mason (also
     known as Upper Pathfork) seam of coal ("Upper Mason Seam").
     
               (b) 1 1/2% of the gross selling price of coal mined and
     shipped from coal seams lying in elevations below the Upper Mason
     Seam.
     
               (c) There shall be no royalties payable to Northern
     Goldfield for coal mined and shipped from the Upper Mason Seam.
     
         Gross selling price as set forth herein is defined to mean the
     ultimate selling price paid to Bow Valley by any unaffiliated firm
     in an arms-length transaction, F.O.B. railroad loading points in
     Harlan County, Kentucky utilized by Bow Valley.
     
         The royalties payable by Bow Valley to Northern Goldfield shall
     be paid on a monthly basis on the twentieth day of each month for
     all coal mined and shipped the previous month.
     
         Royalties calculated herein shall be payable upon "shipped"
     coal which is defined by the parties as used herein to mean coal
     loaded at Bow Valley's shipping points in Harlan County, Kentucky,
     for transportation, whether said coal shall be "raw" coal or coal
     which has been washed or processed by Bow Valley.
     
         (2)    Term of Royalty.  All royalties provided for herein shall
     be for a term of twenty (20) years until December 31, 2001, or until
     exhaustion of said coal, whichever first occurs.
     
         (3)    Minimum Annual Royalties.  During the year 1982, Bow
     Valley shall pay to Northern Goldfield a minimum annual royalty of
     $86,000.  During the year 1983, Bow Valley shall pay to Northern
     Goldfield a minimum annual royalty of $100,000.  During each
     subsequent year, commencing in 1984, Bow Valley shall pay to
     Northern Goldfield a minimum annual royalty of $150,000.  If, upon
     an accounting by Bow Valley to Northern Goldfield, there is
     reflected total annual royalty payments of less than the applicable
     minimum annual royalty, then such deficiency shall be due and
     payable on January 31st of the year following.
     
         (4)    Recoupment.  Bow Valley shall have the right to recoup
     minimum annual royalties paid to Northern Goldfield against coal
     mined and shipped from Harlan's properties for a period of three (3)
     calendar years following the payment of the Minimum Annual Royalty. 
     If Bow Valley shall fail during any calendar year period to mine and
     ship a sufficient quantity of coal to pay the minimum annual
     royalty, then it shall have the right, during the following three
     years and after the minimum annual royalty for said year shall have
     been paid, to mine and ship sufficient coal, free of royalty, to
     reimburse Bow Valley for the minimum annual royalty paid in such
     preceding period in excess of coal actually mined and shipped.
     
         (5)    Force Majeure.  If mining operations on Harlan's
     properties or Bow Valley's loading facilities are prevented by
     reason of strikes, work stoppages, labor disputes, acts of the
     public enemy, epidemics, riots, insurrections, war, railcar
     shortages, earthquakes, floods, government legislation or
     regulations or other unavoidable casualties or misfortunes of a
     similar nature which shall occur without fault or negligence of Bow
     Valley, the annual minimum royalties accruing for the year in which
     said event or events occurred shall be reduced in proportion to the
     length of such interruption.
     
         (6)    Off-Set Rights.  Bow Valley shall have the right to off-set 
     against any royalties owing to Northern Goldfield pursuant to
     this section any Liabilities of Harlan which were not reflected in
     the February 19, 1982 financial statements of Harlan which were not
     paid for out of the Hold-Back Fund ("Hold-Back") established
     pursuant to Section 2.04 of the Sales Agreement in accordance with
     the provisions of Article VIII of the Sales Agreement.
     
         (7)    Assignment of Royalties.  Northern Goldfield shall have
     the right to assign the royalties granted pursuant to this
     paragraph. Any such assignment shall, however, be subject to the
     off-set rights provided for in Paragraph (6) above.  As a further
     condition to such assignment, Northern Goldfield (except in the case
     of an assignment to an affiliate, parent or subsidiary) shall grant
     to Bow Valley the right to purchase the royalty upon the same terms
     and conditions offered by an unrelated third party.  Such option of
     first refusal shall expire as to any specific offer unless Bow
     Valley notifies Northern Goldfield or its successor of its intent to
     purchase the royalty and pays the necessary consideration contained
     in the offer by the unrelated third party to Northern Goldfield on
     or before thirty (30) days from receipt by Bow Valley of notice of
     the proposed sale from Northern Goldfield.  The right of first
     refusal shall be reinstated if the offer by a third party is not
     accepted and consummated by Northern Goldfield.
     
         IN WITNESS WHEREOF, Bow Valley and Northern Goldfield have duly
     executed this Agreement as of the date written above.
     
     Signed, sealed and delivered
     in the presence of:
     
     /        /               BOW VALLEY COAL RESOURCES, INC.
     
     /        /               By: /                    /
                                  Clyde E. Goins, President
     
     
     /        /               NORTHERN GOLDFIELD INVESTMENTS, LTD., INC.
                     
     /        /               By: /                    /
                                  James Sottile III, President
     
     
     STATE OF FLORIDA
     COUNTY OF BREVARD
     
     I HEREBY CERTIFY that on this day, before me, an officer duly
     authorized in the State and County aforesaid to take
     acknowledgments, personally appeared CLYDE E. GOINS, as President of
     Bow Valley Coal Resources, inc., well known to me to be said officer
     of said corporation and he acknowledged before me that he executed
     the foregoing instrument in behalf of said corporation, as officer
     of said corporation, for the purposes therein expressed.
     
     WITNESS my hand and official seal in the County and State named
     above this 19th day of February , 1982.
     
                                    /                    /
                                    Notary Public, State of Florida at Large
     
        (Notary Seal)                              
                                    My Commission Expires:
                                    /                    /
     
     
     STATE OF FLORIDA
     COUNTY OF BREVARD
     
     I HEREBY CERTIFY that on this day, before me, an officer duly
     authorized in the State and County aforesaid to take
     acknowledgments, personally appeared JAMES SOTTILE III, as President
     of Northern Goldfield Investments, Ltd., Inc., well known to me to
     be said officer of said corporation and he acknowledged before me
     that he executed the foregoing instrument in behalf of said
     corporation, as officer of said corporation, for the purposes
     therein expressed.
     
     WITNESS my hand and official seal in the County and State named
     above this 19th day of February, 1982.
     
                                   /                    /
                                   Notary Public, State of Florida at Large
     
        (Notary Seal)                              
                                   My Commission Expires:
                                   /                    /
     
     
     
     
     NEW HORIZONS COAL INC.
     Corporate Headquarters
     Coalgood, KY U.S.A.  40818
     Telephone: (606) 573-1715
     Facsimile: (606) 573-5130
     
     
                               February 14, 1997
                              
     The Goldfield Corporation
     John H. Sottile, President
     100 Rialto Place, Suite 500
     Melbourne, FLA 31901
     
     Re: Royalty Agreement of February 19, 1982
         between Bow Valley Coal Resources, Inc. and
         Northern Goldfield Investments, Ltd., Inc.
     
     Dear John:
     
     In accordance with our discussions today, we have agreed to modify
     the above-captioned Royalty Agreement as follows:
     
     1.    Great Western Coal Inc. dba New Horizons Coal Inc. will make
           an initial minimum payment to The Goldfield Corporation of
           $20,000.00 on February 14, 1997; which is applicable to the
           $150,000.00 minimum royalty payment for 1996 which became due
           on January 31, 1997.
     
     2.    The minimum annual royalties of $150,000.00 for 1997 and
           subsequent years will be paid at a minimum rate of $5,000.00
           per month commencing April 14, 1997.
     
     3.    During the balance of the term of the Royalty Agreement, all
           production royalties shall be paid as provided for in the
           Royalty Agreement.  To the extent that these production
           royalty payments, including any monthly minimum payments, are
           less than the $150,000.00 per year minimum royalty, the amount
           of such deficit including the $130,000.00 1996 deficit will
           thereafter be paid at a rate being the greater of the
           production royalty or $5,000.00 per month commencing on
           January 31, 2002.
     
     4.    Unpaid minimum royalties which extend the term of the Royalty
           Agreement will not be subject to the recoupment provisions of
           Paragraph 3 of the Agreement.
     
     5.    In the event the minimum monthly payment of $5,000.00 is
           unpaid for a period of thirty (30) days, this Agreement will
           terminate and the Royalty Agreement of February 19, 1982 will
           be reinstated.
     
                                   Very truly yours,
     
                                   GREAT WESTERN COAL INC.
                                   dba NEW HORIZONS COAL INC.
                                   /                      /
                                   Oscar A. Nukka, President
     
     
     AGREED AND ACCEPTED this 14th day February, 1997.
     THE GOLDFIELD CORPORATION
     /                       /
     John H. Sottile, President


                                                                  Exhibit 21
                                                       
     
     
     Subsidiaries of Registrant
     
     
     
<TABLE>
                                                    State of      Percentage
                                                  Jurisdiction    of Voting
                                                       of         Securities
              Company                              Organization     Owned  
     <S>                                            <C>             <C>
     Southeast Real Estate Resources
       Corporation                                   Florida        100%
     Southeast Power Corporation                     Florida        100%
     Fiber Optic Services, Inc.                      Florida        100%
     Mamba Engineering Company, Inc.
       (inactive)                                    Florida        100%
     St. Cloud Mining Company                        Florida        100%
     Florida Transport Corporation
       (inactive)                                    Florida        100%
     Steeple Rock Mining Company (inactive)          Florida        100%
     The Goldfield Consolidated Mines            
       Company (inactive)                            Florida        100%
       Subsidiaries of The Goldfield
         Consolidated Mines Company
         Detrital Valley Salt Corporation
           (inactive)                                Florida        100%
         The Lordsburg Mining Company                Florida        100%
</TABLE>
     
     All of the above subsidiaries are included in the consolidated
     financial statements of the Company at December 31, 1996.