<PAGE>
Reason for amendment

This amendment is being filed to set forth the information required
pursuant to Part III of the Form 10-K.  Part III of the Form 10-K will
not be incorporated by reference from the Company's Proxy Statement
for its 2001 annual meeting as disclosed in the Form 10-K filed on
March 14, 2001.

                                     PART III

Item 10.    Directors and Executive Officers of the Registrant.

The directors and executive officers of the Company and all persons
nominated to become such are as follows:

<TABLE>
<CAPTION>
                               Principal Occupation                 Director    Officer
   Name                      For the Last Five Years                 Since       Since    Age (1)
<S>                          <C>                                     <C>         <C>      <C>
Harvey C. Eads, Jr.	     City Manager of Coral Gables,	     1999	          55
Office of the City Manager   Florida since May 1988.
City of Coral Gables
405 Biltmore Way
Coral Gables, FL  33134

John P. Fazzini	             Real Estate Developer;	             1984		  56
Bountiful Lands, Inc.	     President of Bountiful Lands, Inc.
101 East Stuart Ave.	     (real estate development corporation)
Lake Wales, FL  33853	     since 1980.

Patrick S. Freeman	     President of the Company's mining       1991                 54
St. Cloud Mining Co.	     subsidiaries since 1988.
St. Cloud Mill Site
Winston, NM  87943

Robert L. Jones	             President of the Company's electrical	         1995     53
Southeast Power Corp.	     construction subsidiary since 1995.
1805 Hammock Road
Titusville, FL  32796

Danforth E. Leitner	     Real Estate Broker; Real Estate	     1985		  60
The Leitner Company	     Appraiser; President of The
528 North Main Street	     Leitner Company (real estate
Hendersonville, NC  28792    brokerage and appraisal
		             corporation) since 1984.

Dwight W. Severs	     Secretary of the Company	             1998	 1999	  57
Titusville City Attorney     since 1999; City Attorney
555 South Washington Ave.    for City of Titusville, Florida
Titusville, FL  32796	     since January 1999; Principal for
                             the firm of Dwight W. Severs &
                             Associates, P.A. since March 1998.
                             Mr. Severs was a member of the law
                             firm of Severs, Stadler & Harris,
                             P.A. between January 1995 and March
                             1998.

John H. Sottile	             Chairman of the Board of Directors	     1983	 1983	  53
The Goldfield Corporation    of the Company since May 1998;
100 Rialto Place, Ste. 500   President of the Company since
Melbourne, FL  32901	     1983 and Chief Executive Officer
of the Company since 1985.

Stephen R. Wherry	     Vice President of the Company since  		 1988	  42
The Goldfield Corporation    1992; Treasurer and Chief Financial
100 Rialto Place, Ste. 500   Officer of the Company since 1988.
Melbourne, FL  32901

Al Marino	             Architectural Designer; President of		  --	  43
A.M. Marino Design, Inc.     A.M. Marino Design, Inc. (architect-
1483 Main Street	     ural design firm) since 1986 (Mr.
Weymouth, MA  02190	     Marino is the son of Anthony J. Ford
		             who owns 2,065,300 shares of the
		             Company's Common Stock).
_________________
(1) As of December 31, 2000
</TABLE>
</PAGE>
<PAGE>
The term of office of all directors is until the next annual meeting and
the term of office of all officers are for one year and until their
successors are chosen and qualify.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock and Series A Preferred Stock of
the Company.   Copies of all such reports filed with the SEC are required
to be furnished to the Company.  Based solely on the Company's review of
the copies of such reports it has received, the Company believes that all
of its executive officers, directors and greater than ten percent
beneficial owners complied with all filing requirements applicable to
them with respect to transactions during the year ended December 31, 2000.

Item 11.    Executive Compensation.

The following Summary Compensation Table sets forth the cash compensation
for the Company's Chief Executive Officer and executive officers,
including two executive officers of subsidiaries, whose compensation
exceeded $100,000 during the years ended December 31, 2000, 1999 and 1998.
The information provided under the heading "Executive Compensation" is
that required by "small business issuers" as defined by the rules of the
SEC.
<TABLE>
<CAPTION>
                                            Summary Compensation Table

                                                                               Long-term
                                                                              Compensation
                                         Annual Compensation                     Awards
                                                                 All Other    Stock Options
       Name and                           Salary       Bonus    Compensation   (in shares)
  Principal Position             Year     ($)(1)       ($)(1)    ($)(2)           (3)
<S>                              <C>      <C>       <C>           <C>          <C>
John H. Sottile                  2000     380,333        --       250,158           --
  Chairman, President and        1999     369,556        --         9,676      375,000
  Chief Executive Officer        1998     361,252        --         9,480           --

Patrick S. Freeman               2000     112,500     8,758        96,773           --
  President of mining            1999     112,500    18,000         4,989      125,000
  subsidiaries                   1998(4)  116,827        --         4,958           --

Robert L. Jones                  2000     105,000   189,089        97,379           --
  President of electrical        1999     105,000   266,042         6,965      125,000
  construction subsidiary        1998     104,827   110,000         6,719           --

Stephen R. Wherry                2000     118,229    65,000        96,070           --
  Vice President, Treasurer      1999     108,750    24,000         4,693      125,000
  and Chief Financial Officer    1998     100,250    17,500         3,854           --
_________________
(1) Amounts reported represent compensation earned for the year, some of which may have
    been paid in a subsequent year.
(2) All other compensation for 2000 included (a) payments related to the termination of
    the Company's Employee Benefit Agreements ($240,000 for Mr. Sottile; $90,000 for
    Mr. Freeman; $90,000 for Mr. Jones; and $90,000 for Mr. Wherry) and (b) the economic
    benefit related to the life insurance policies under the terminated Employee
    Benefit Agreements ($5,058 for Mr. Sottile; $1,673 for Mr. Freeman; $2,279 for Mr.
    Jones and $970 for Mr. Wherry) and (c) Company contributions to the Company's Cash
    Deferred Profit Sharing Plan ($5,100 each for Messrs. Sottile, Freeman, Jones and
    Wherry).  Amounts for 1999 included (a) the economic benefit related to the insurance
    policies under the terminated Employee Benefit Agreements ($4,876 for Mr. Sottile;
    $1,614 for Mr. Freeman; $2,165 for Mr. Jones; and $906 for Mr. Wherry) and (b)
    Company contributions to the Company's Cash Deferred Profit Sharing ($4,800 for Mr.
    Sottile; $3,375 for Mr. Freeman; $4,800 for Mr. Jones; and $3,787 for Mr. Wherry).
    Amounts for 1998 included (a) the economic benefit related to the insurance policies
    under the terminated Employee Benefit Agreements ($4,680 for Mr. Sottile; $1,453 for
    Mr. Freeman; $1,919 for Mr. Jones; and $846 for Mr. Wherry) and (b) Company
    contributions to the Company's Cash Deferred Profit-Sharing Plan ($4,800 for Mr.
    Sottile; $3,505 for Mr. Freeman; $4,800 for Mr. Jones; and $3,008 for Mr. Wherry.
(3) All stock option awards were made pursuit to The Goldfield Corporation 1998
    Executive Long-term Incentive Plan.
</PAGE>
<PAGE>
(4) Mr. Freeman's 1998 annual salary included 27 bi-weekly pay periods, while 2000 &
    1998 included 26 such periods.
</TABLE>

	            OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUE

The following table shows the number and value of stock options (exercised
and unexercised) held by the named executive officers in 2000.  Value is
calculated using the difference between the option exercise price
($0.21875) and the 2000 year-end stock price ($0.4375) multiplied by the
number of shares underlying the options.
<TABLE>
<CAPTION>
	           Shares		      Number of Securities	     Value of Unexercised
	          Acquired		     Underlying Unexercised	     In-the-money Options
	             on	        Value	      Options at End of 2000           at End of 2000
 Name		  Exercise	Realized    Exercisable	 Unexercisable	  Exercisable	Unexercisable
	          (#)	        ($)	    (#)		 (#)	          ($)	        ($)
<S>               <C>           <C>         <C>          <C>              <C>           <C>
John H. Sottile	   --	        --	    125,000	 250,000	  27,344	54,688
Robert L. Jones	   --	        --	     41,667	  83,333	   9,115	18,229
Patrick S. Freeman --	        --	     41,667	  83,333	   9,115	18,229
Stephen R. Wherry  --	        --	     41,667	  83,333	   9,115	18,229
________________
(1) In March 2001, each optionee exercised all options listed above that were
    exercisable at the end of 2000.  Also, each optionee exercised additional options
    that became exercisable on March 9, 2001 in the following amounts:  Mr. Sottile
    - 125,000; Messrs. Jones, Freeman and Wherry - 41,666.
</TABLE>

On January 15, 1985, the Company entered into an employment agreement with
John H. Sottile. Such agreement, as amended on February 25, 1986, September
23, 1988, February 27, 1990, January 29, 1992, September 15, 1995 and
September 20, 1999, expires on December 31, 2009 and provides for continuous
employment until December 31, 2009.  This contract currently entitles Mr.
Sottile to a salary of $330,333, which salary may be increased as a result
of future annual increases in the Consumer Price Index. If his employment
by the Company is terminated (which will be deemed to have occurred if he
is relocated), Mr. Sottile is entitled to receive, within ten days of
notice of termination, an amount equal to the full cash salary that he would
have received in the absence of such termination from the date of
termination through December 31, 2009.  In the event of his permanent
disability or death, he or his estate will be entitled to his salary through
the end of the month of his permanent disability or death and for one year
thereafter. In addition, on January 11, 1986, a subsidiary of the Company
entered into an employment agreement with Mr. Sottile. Such agreement, as
amended on September 13, 1988, January 29, 1992, September 11, 1995 and
September 20, 1999, provides for continuous employment until December 31,
2009 and thereafter from year to year until terminated and entitles him to
be paid $50,000 per year. If his employment by the subsidiary is terminated
without cause (which will be deemed to have occurred if he is relocated), he
is entitled to receive an amount equal to his full cash salary from the date
of such termination through December 31, 2009. In the event of permanent
disability or death, he or his estate will be entitled to his salary for one
year.

Directors who are also employees of the Company are not paid any fees or
other remuneration for service on the Board or on any Board committee.  Each
non-employee director receives an aggregate annual fee of $15,000, with
$1,250 paid each month, and an additional $500 paid for each Board meeting
attended in person.

Employee Benefit Agreements

Beginning in 1989, the Company entered into Employee Benefit Agreements
(each, a "Benefit Agreement") with Messrs. Sottile, Jones, Freeman and
</PAGE>
<PAGE>
Wherry and certain employees of the Company.  Under the terms of each
Benefit Agreement, the Company owned life insurance policies that
accumulated cash surrender value for the retirement of the employee,
at age sixty-five, while also providing a life insurance benefit for
the employee.  Under the terms of each Benefit Agreement, the Company
was entitled to a refund of the lesser of the previously paid premiums
or the cash surrender value of the insurance policy, either upon
retirement of the employee, the death of the employee or upon the
termination of the Benefit Agreement.  The Company had the right to
terminate the Benefit Agreement without any future obligation by
giving written notice to the employee.  If the Benefit Agreement was
terminated, the Company was entitled to receive the lesser of the cash
surrender value of the insurance policy or the total of all previously
paid premiums.  In 2000, the Board of Directors reviewed the Benefit
Agreements and related insurance policies and decided it was in the
best interest of the Company to terminate the Benefit Agreements to
eliminate the annual insurance premium obligations. During the second
quarter of 2000, the Company entered into Cancellation and Release
Agreements pursuant to which the Benefit Agreements were terminated.
In consideration of terminating the future retirement benefit
associated with the Benefit Agreements, the Company decided to
compensate the affected employees.  The net expense to the Company
was $425,311.  Although the Company does not anticipate making
any further cash premium payments, the Company will continue to own
the policies and has granted each employee the right to name the
beneficiary for the death benefits in excess of premiums previously
paid by the Company, less any outstanding loans.

Item 12.   Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth, as of April 26, 2001, certain stock
ownership information regarding all shareholders known by the Company to
be the beneficial owners of 5% or more of the outstanding shares of
Common Stock and Series A Preferred Stock of the Company and executive
officers and directors of the Company.
<TABLE>
<CAPTION>
                                 Amount Beneficially Owned(1)
                                            Common
                                          Obtainable Upon                  Percent of Class(2)       Percent
                             Common        Conversion of    Series A        Common   Series A      of Voting
Beneficial Owners              (3)         Preferred(4)    Preferred         (1)    Preferred     Securities(5)
<S>                        <C>             <C>              <C>           <C>        <C>             <C>
(a) Holders of more
than 5% (other
than directors):

Anthony J. Ford (6)
33 Van Ripper Street
Staten Island, NY 10302    2,065,300                                       7.53%                     7.53%

Suzanne S. Guanci
1130 Placetas Avenue
Coral Gables, FL 33146                      33,043           28,860          *         8.50%           *

Linda Lonergan
1202 Pawnee Terrace
Indian Harbor Beach,
Florida  32937                             103,044           90,000          *        26.52%           *

Mary H. Leitner
2344 Brookside Drive
Indialantic, FL  32903        49,130        21,188           18,506          *         5.45%           *

(b) Executive Officers,
    Directors and Nominees:

Harvey C. Eads, Jr.            1,000                                         *
John P. Fazzini               20,100                                         *                         *
Patrick S. Freeman           133,533                                         *                         *
Robert L. Jones              208,333                                         *                         *
Danforth E. Leitner           20,600                                         *                         *
Al Marino (7)                  1,000                                         *                         *
Dwight W. Severs              42,000                                         *                         *
John H. Sottile (8)          913,288       225,360          196,833        3.33%      57.99%         4.12%
Stephen R. Wherry             93,333                                         *                         *
</PAGE>
<PAGE>
(c) All Executive Officers and
    Directors as a group
    (8 in number):         1,432,187       225,360          196,833        5.23%      57.99%         6.01%
__________________
*   Less than 1%
(1) Includes holdings of spouses, minor children, relatives and spouses of
    relatives living in the same household, even if beneficial ownership is
    disclaimed.
(2) All percentages have been determined as of April 26, 2001 in accordance
    with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  For
    purposes of this table, a person or group of persons is deemed to have
    "beneficial ownership" of any shares of Common Stock which such person has
    the right to acquire within 60 days after April 26, 2001.
(3) Excludes shares of Common Stock obtainable upon conversion of Series A
    Preferred Stock.
(4) Each share of Series A Preferred Stock is currently convertible into
    1.144929 shares of Common Stock.
(5) In accordance with the rules of the SEC, the percentage shown in this
    column opposite the name of each person or group has been computed
    assuming the conversion of any Series A Preferred Stock and the exercise
    of any options held by such person or group and that no conversions or
    exercises by others have occurred.
(6) Information as to shares beneficially owned by Mr. Ford is based on
    information provided by Mr. Ford to the Company.
(7) Does not include 2,065,300 shares of the Company's Common Stock owned
    by Mr. Marino's father, Anthony J. Ford, as to which Mr. Marino disclaims
    beneficial ownership.
(8) Includes 140,400 shares of Common Stock owned by Mr. Sottile's wife,
    Ann Sottile, and 27,451 shares of Common Stock owned by Mr. Sottile's son,
    John Nicholas Sottile.  Does not include 118,860 shares of the Company's
    Series A Preferred Stock, convertible into 136,087 shares of Common Stock,
    owned by Mr. Sottile's sisters, Suzanne S. Guanci and Linda Lonergan, as
    to which Mr. Sottile disclaims beneficial ownership.
</TABLE>
</PAGE>
<PAGE>
Item 13.    Certain Relationships and Related Transactions.

None.

                                   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)
	   Chairman of the Board of Directors, President,
           Chief Executive Officer and Director

Dated:  April 30, 2001

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 indicated on April 30, 2001.


	Signature	       Title

/s/ John H. Sottile 	       Chairman of the Board of
(John H. Sottile)	       Directors, President, Chief
		               Executive Officer and Director

/s/ Stephen R. Wherry 	       Vice President, Finance
(Stephen R. Wherry)	       and Chief Financial Officer
                               (Principal Financial Officer),
                               Treasurer and Principal Accounting
                               Officer

          *                    Director and Secretary
(Dwight W. Severs)

          *          	       Director
(John P. Fazzini)

          *        	       Director
(Danforth E. Leitner)

          *          	       Director
(Harvey C. Eads, Jr.)


*By: /s/ John H. Sottile
John H. Sottile
Attorney-in-Fact
</PAGE>