<PAGE>
 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

COMMISSION FILE NO. 1-2714

(Mark One)

(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
               For the quarterly period ended  September 30, 1996
                                              -------------------

                                      or

( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934


             For the transition period from ________________________

                                        to  ________________________


                               ATLAS CORPORATION
                   -----------------------------------------
                    (Exact name of registrant as specified
                                in its charter)


           DELAWARE                                      13-5503312
-------------------------------                  ------------------
(State or other jurisdiction of                  (I. R. S. Employer
incorporation or organization)                   Identification No.)



             370 Seventeenth Street, Suite 3050, Denver, CO  80202
             -----------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)


                                 303-629-2440
                        -------------------------------
                        (Registrant's telephone number,
                             including area code)


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes X  No___
                                    ---      

As of November 8, 1996, 24,115,333 shares of Common Stock, par value $1 per
share, were issued and outstanding.

                                                                    Page 1 of 13
<PAGE>
 
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.
        --------------------

                              ATLAS  CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                (In Thousands)

<TABLE> 
<CAPTION> 
                                                            September 30,         December 31,
                                                                1996                  1995
---------------------------------------------------------------------------------------------------
                                                             (Unaudited)
<S>                                                         <C>                <C> 
ASSETS
Current assets:                               
  Cash and cash equivalents                                 $      2,129       $      1,607   
  Cash held in escrow                                                 --             10,000
  Accounts receivables                                               114                365
  Inventories                                                        250                250
  Investments in marketable equity securities                         --              3,629
  Prepaid expenses and other current assets                          288                199
                                                            ------------       ------------
    Total current assets                                           2,781             16,050
                                                            ------------       ------------
Property, plant and equipment                                     53,068             50,765
Less, accumulated depreciation, depletion,                                                 
 amortization and impairment                                     (44,447)           (44,406)
                                                            ------------       ------------
                                                                   8,621              6,359 

Investment in unconsolidated subsidiary (Note 5)                  21,231             23,756
Restricted cash and securities                                     5,376              5,367
Other assets                                                       3,905              1,508
                                                            ------------       ------------
                                                            $     41,914       $     53,040
                                                            ============       ============

LIABILITIES
Current liabilities:
  Trade accounts payable                                    $        864       $      1,597      
  Accrued liabilities                                              2,925              2,798
  Short-term notes payable                                            --              2,000
                                                           -------------       ------------
    Total current liabilities                                      3,789              6,395

Long-term debt                                                    13,500             13,500
Other liabilities, long term                                       9,186             10,184

Minority Interest                                                    562                818

Commitments and contingencies (Note 4)        

STOCKHOLDERS' EQUITY          
Common stock                                                      20,157             20,035
Capital in excess of par value                                    69,270             69,248
Retained deficit                                                 (74,417)           (67,482)
Currency translation adjustment                                     (133)              (100)
Unrealized gain on investments in equity securities                   --                442
                                                           -------------       ------------
     Total stockholders' equity                                   14,877             22,143
                                                           -------------       ------------
                                                           $      41,914       $     53,040
                                                           =============       ============
</TABLE> 

See notes to consolidated financial statements.

                                                                    Page 2 of 13
<PAGE>
 
                               ATLAS CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

               (In Thousands, Except Per Share Data, Unaudited)

<TABLE> 
<CAPTION> 
                                                                 Three Months Ended             Nine Months Ended
                                                                   September 30,                  September 30,
                                                           ----------------------------    ----------------------------
                                                             1996              1995          1996               1995
-----------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>              <C>             <C> 
Mining revenue                                             $     --       $    --          $    --         $     --
Costs and expenses;
 Production costs                                                --            --               --               --
 Shutdown and standby costs                                     268           328              829              538
 General and administrative expenses                            746           766            3,592            2,136
 Exploration and prospecting costs                              968           159            1,136              965
                                                           --------       -------          -------         --------
   Gross Operating Loss                                      (1,982)       (1,253)          (5,557)          (3,639)

Other (income) and expense:
 Interest expense                                               317            94              954              192
 Interest income                                               (113)         (111)            (442)            (418)
 Equity in loss of unconsolidated
   subsidiary (Note 5)                                          770           507            2,492            1,504
 Impairment of investment in unconsolidated
   subsidiary (Note 5)                                           --            --               --           11,419
 Gain on sale of marketable securities                           --            --           (1,333)              --
 Other                                                          (50)           --              (37)              -- 
                                                           --------       -------          -------         --------
   Loss from continuing operations before income              
   taxes and minority interest                               (2,906)       (1,743)          (7,191)         (16,336)   

Provision for income taxes                                       --            --               --               --  
                                                           --------       -------          -------         -------- 

   Loss from continuing operations before minority                                                                     
   interest                                                  (2,906)       (1,743)          (7,191)         (16,336) 
                                                                                                                     
Minority interest in net loss subsidiary                         72            --              256               --  
                                                           --------       -------          -------         --------  
                                         
   Loss before discontinued operations                     $ (2,834)       (1,743)          (6,935)         (16,336) 

Loss from discontinued operations                                --            --               --             (225) 
                                                           --------       -------          -------         --------   
   Net Loss                                                $ (2,834)       (1,743)          (6,935)         (16,336)  
                                                           ========       =======          =======         ========    
Per share of common stock:
 Loss from continuing operations                           $  (0.14)      $ (0.09)         $ (0.35)        $  (0.88) 
 Loss from discontinued operations                               --            --               --            (0.01)
 Net loss                                                  $  (0.14)      $ (0.09)         $ (0.35)        $  (0.89) 
                                                           ========       =======          =======         ========    

Average number of common
 shares outstanding                                          20,115        18,622           20,086           18,576
                                                           ========       =======          =======         ========    
</TABLE> 

See notes to consolidated financial statements.

                                                                    Page 3 of 13
<PAGE>
 
                               ALTAS CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In Thousands, Unaudited)

<TABLE> 
<CAPTION> 
                                                                      Nine Months Ended 
                                                                          September 30,
                                                           -------------------------------------
                                                              1996                   1995
------------------------------------------------------------------------------------------------
<S>                                                        <C>                    <C> 
Operating activities 
  Net loss                                                 $      (6,935)         $     (16,561)
  Loss from discontinued operations                                   --                    225
  Add (deduct) non-cash items:                          
    Depreciation, depletion, amortization                             38                     29
    Equity in loss of unconsolidated subsidiary                    2,492                  1,504
    Impairment of investment in unconsolidated subsidiar              --                 11,419
    Forfeiture of deposit                                             --                    525
    Gain on sale of marketable securities                         (1,333)                    --
    Other                                                            241                    442
    Shutdown and standby costs                                        --                   (584)
  Net change in non-cash items                         
  related to opetations (Note 3)                                  (2,797)                (1,509)
                                                           --------------         --------------
    Cash used in operations                                       (8,294)                (4,150)
                                                           --------------         --------------
From discontinued operations:                                         
  Operating loss                                                      --                   (225)
  Change in receivables                                               --                    400
  Change in accrued liabilities                                       --                    123
  Change in other liabilities, long-term                              --                    102
  Change in estimated uranium reclamation costs                   (1,051)                  (502)
                                                           --------------         --------------
    Cash used in discontinued operations                          (1,051)                  (102)
                                                           --------------         --------------
    Cash uese in operating activities                             (9,345)                (4,612)
                                                           --------------         --------------

Investing activities:
  Fees paid in acquisition of unconsolidated subsidiary               --                   (852)
  Additions to property, plant and equipment                      (2,653)                  (694)
  Proceeds from issuance of debt released from escrow             10,000                     --
  Investment in marketable securities                                 --                 (3,007)
  Proceeds from sales of marketable securities                     4,520                     --
  Other                                                               --                    (25)
                                                           --------------         --------------
    Cash provided by (used in) investing activities               11,867                 (4,578)
                                                           --------------         --------------

Financing activities:
  Repayment of short-term note                                    (2,000)                    --
  Other financing activities                                          --                    (18)
                                                           --------------         --------------
    Cash used in financing activities                             (2,000)                   (18)
                                                           --------------         --------------

Increase (decrease) in cash and cahs equivalents                     522                 (9,208)

Cash and cash equivalents:
  Beginning of period                                              1,607                 11,789
                                                           --------------         --------------
  End of period                                            $       2,129          $       2,581
                                                           ==============         ==============
</TABLE> 

                See noted to consolidated financial statements.


<PAGE>
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The accompanying consolidated financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly, they do not include all of the information
     and footnotes required by generally accepted accounting principles for
     complete financial statements. There has not been any change in the
     significant accounting policies of the Atlas Corporation ("the Company")
     for the periods presented.

     In the opinion of management, all adjustments (consisting of normal
     recurring accruals) considered necessary for a fair presentation have been
     included. The results for these interim periods are not necessarily
     indicative of results for the entire year. These statements should be read
     in conjunction with the financial statements and notes thereto included in
     the Company's Annual Report of Form 10-K for the fiscal year ended December
     31, 1995.

2.   There has been no dilution of earnings per share as a result of the
     exercise of Option Warrants to Purchase Common Stock or stock options
     during the periods presented.

3.   The components of the net change in items other than cash related to
     operating activities as reflected in the Consolidated Statements of Cash
     Flows are as follows:

<TABLE> 
<CAPTION>                                           Nine months Ended
                                                      September 30,
                                                --------------------------     
                                                 1996              1995
                                                --------         ---------
     <S>                                     <C>               <C> 
     Add (deduct) item other than cash:
        Accounts receivables                    $    251         $     (62)     
        Inventories                                   --               455 
        Prepaid expenses and other current assets    (89)               15
        Other assets                              (2,406)              541
        Trade accounts payable                      (733)             (268)
        Accrued liabilities                          127            (1,863)
        Other liabilities, long term                  53              (327)     
                                              -----------      ------------
                                              $   (2,797)        $  (1,509)
                                              ===========      ============
</TABLE> 

4.   The Company is obligated to decommission and reclaim its uranium mill site
     located near Moab, Utah. The Company discontinued its uranium operations
     and permanently shut down its uranium operations in 1987 and accrued
     estimated shut-down and reclamation costs of $17,406,000. The balance of
     this accrual at September 30, 1996 was $3,462,000, $800,000 of which is
     included in current liabilities. Title X of "The Comprehensive National
     Energy Policy Act" ("Title X"), enacted in October 1992, provides for the
     reimbursement of decommissioning and reclamation expenses related to
     uranium sites with tailings generated by Atomic Energy Commission (AEC)
     contracts. The Company's uranium reclamation costs will be reduced by this
     government cost sharing program as 56% of its tailings were generated under
     AEC contracts. The Company believes the accrual, when combined with

                                                                    Page 5 of 13
<PAGE>
 
     anticipated reimbursements under the Title X program, is sufficient to
     cover future reclamation costs.

     The Company has submitted three claims to the Department of Energy ("DOE")
     under Title X for reclamation costs incurred from the fiscal year ended
     June 30, 1980 through March 31, 1996. As of September 30, 1996 the status
     of the three claims is as follows:

<TABLE>
<CAPTION>
                                                           Anticipated              Actual
                 Gross Claim        Gross Amount         Reimburse-ment         Reim-bursement         Anticipated
Claim Date         Amount             Approved             Receivable              Payments            Balance Due
---------------------------------------------------------------------------------------------------------------------
<S>              <C>                <C>                  <C>                    <C>                    <C>
July 7, 1994         $4,999,000        $   4,510,000             $2,530,000             $1,827,000         $  703,000
June 16, 1995         3,638,000            2,627,000/1/           1,474,000                867,000            607,000
May 1, 1996           3,998,000                  --/2/            2,243,000                     --          2,243,000
--------------------------------------------------------------------------------------------------------------------- 
Totals                                                           $6,247,000             $2,694,000         $3,553,000
===================================================================================================================== 
</TABLE>

     /1/  Preliminary approval as of 9/30/96.
     /2/  Pending.

     Timing of the actual payments for approved reimbursements is a function of
     Congressional appropriation of Title X funding.

5.   The Company reports the financial results of Granges Inc., a Canadian
     mining company in which it held a 21.6% ownership interest as of September
     30, 1996, under the equity method. A summarized Statement of Operations
     (Unaudited, US dollars, Canadian GAAP, in thousands) of Granges, as
     reported by Granges, for the nine month periods ending September 30, 1996
     and September 30, 1995 are set forth below:

<TABLE>
<CAPTION>
 
                                                       Sept. 30,   Sept. 30,
                                                          1996       1995
                                                       ----------  ---------
             <S>                                       <C>         <C>
             Revenue                                     $26,062     $31,894
             Cost of sales                                21,851      25,227
             Depreciation, depletion & amortization        8,247       3,137
                                                         -------     -------
                  Gross margin                           $(4,036)    $ 3,530
 
             Net income (loss)                           $(8,482)    $ 5,474
                                                         =======     =======
</TABLE>

     Under the equity method, the Company reported losses of $2,492,000 and
     $1,504,000 for the nine month periods ended September 30, 1996 and 1995,
     respectively. The loss recorded for the nine months ended September 30,
     1995 also includes a loss for the three months ended December 31, 1994 as,
     prior to June 30, 1995, the Company recorded Granges' income on a three
     month lag. Cost in excess of Atlas' share of Granges' net assets were
     allocated based upon their relative market value. Excess costs related to
     producing properties is being amortized on a unit of production (gold
     ounces) basis and is included in the reported loss.

     On October 16, 1996, the Company sold 4,240,324 Granges Common Shares at
     $1.32 per share. The Company continues to hold 8,474,576 Granges Common
     Shares, which have been pledged as security for the Company's $10.0 million
     Exchangeable Debentures due October 

                                                                    Page 6 of 13
<PAGE>
 
     25, 2000. As a consequence of the sale of the Granges shares, the Company
     will change its method of accounting for the Granges investment from an
     equity basis to a lower of cost or market basis.

     On October 31, 1996, Granges Inc. amalgamated with Da Capo Resources Ltd.
     to form Vista Gold Corp., reducing the Company's ownership interest to
     9.6%.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

RECENT EVENTS

     On October 8, 1996, the Company acquired Arisur, Inc.("Arisur"), which owns
     and operates the Andacaba and the Don Francisco silver, zinc and lead mines
     located in southern Bolivia. The Company acquired a 50% interest in Arisur
     from Arimetco International Inc. for $3.0 million in cash and purchased the
     remaining 50% interest from a group of investors for 4.0 million Atlas
     Common Shares.

     The Andacaba mine, which has been in operation since the early 1900's, is
     currently undergoing an expansion which, when completed in early 1997, is
     expected to result in an increased production from 220 metric tons per day
     ("tpd") to 400 tpd. The milling facilities at Andacaba will also be used to
     process the silver/zinc ore mined from Don Francisco, which commenced
     operation in June, 1996 and is anticipated to achieve its design capacity
     of 200 tpd during 1997. Following the completion of the expansion programs,
     annual production from the Andacaba and Don Francisco mines are expected to
     total 1.2 million ounces of silver, 17,400 metric tons of zinc and 2,700
     metric tons of lead. Arisur has signed smelting contracts for its
     production through the end of 1997.

     The Company's near term focus will be on expansion of its Bolivian
     operations and the evaluation of additional mining opportunities within
     Bolivia.

     On October 16, 1996, the Company sold 4,240,324 Granges Common Shares at
     $1.32 per share. The Company continues to hold 8,474,576 Granges Common
     Shares, which have been pledged as security for the Company's $10.0 million
     Exchangeable Debentures due October 25, 2000. As a consequence of the sale
     of the Granges shares, the Company will change its method of accounting for
     the Granges investment from an equity basis to a lower of cost or market
     basis.

     On October 31, 1996, Granges Inc. amalgamated with Da Capo Resources Ltd.
     to form Vista gold Corp., reducing the Company's ownership interest to
     9.6%.
     
LIQUIDITY

     Since the suspension of milling operations at the Gold Bar property in
     September 1994, the Company has had no mining revenue and has funded its
     operating losses, capital and working

                                                                    Page 7 of 13
     
<PAGE>
 
     capital requirements through a combination of the issuance of debt and
     equity instruments and the sale of assets.

     As of September 30, 1996, the working capital deficit was $1,008,000, which
     compares to working capital of $3,867,000 as of September 30, 1995. The
     Company's current ratio at September 30, 1996 was .73 to 1, compared to
     2.28 to 1 at September 30, 1995.

     In order to fund near term capital resource requirements, the Company sold,
     on October 17, 1996, 4,240,324 Granges Common Shares at $1.32 per share for
     total proceeds of $5.6 million. Longer term capital requirements will be
     satisfied from existing cash reserves, project financing, future operating
     cash flows, placement of additional equity or debt and/or from the sale of
     other assets.

CAPITAL RESOURCE REQUIREMENTS

     Bolivian operations

     Expansion programs for the Company's recently acquired Andacaba and Don
     Francisco mines, located in southern Bolivia, are currently underway.
     Operations at Andacaba will be expanded from 220 tpd to 400 tpd at a cost
     of approximately $2.5 million. Arisur has obtained debt financing of $1.2
     million and anticipates funding the remainder from a combination of project
     financing, current cash reserves and cash flow from operations. The
     Andacaba expansion is anticipated to be completed during the first half of
     1997.

     The expansion program at Don Francisco is expected to increase production
     from 80 tpd to approximately 200 tpd. The cost of the expansion program,
     which is projected to be completed in the last half of 1997, is estimated
     to be $800,000. In addition, the final two Don Francisco property payments
     of $75,000, due October 15, 1996, and $225,000, due November 5, 1996, have
     been paid out of existing cash reserves. The Company anticipates funding
     the expansion through a combination of project financing, existing cash
     reserves and cash flow from operations.

     The Company anticipates funding the acquisition of additional Bolivian
     operations through project financing, existing working capital, cash flow
     from operations, placement of additional equity or debt and/or the sale of
     assets.

     Perlite
 
     The Tucker Hill perlite project is currently in the construction phase. The
     construction of the perlite processing facility, located in Lakeview,
     Oregon, commenced in August 1996 and is scheduled to be completed by the
     end of November 1996. The Company has received all of the necessary
     operating permits and anticipates commencement of production in late
     November. An estimated $1.2 million will be required to complete
     construction and startup. The Company anticipates that it will fund the
     construction and startup costs from existing cash reserves.

                                                                    Page 8 of 13
<PAGE>
 
     The sale of Atlas Perlite, Inc., which owns the Tucker Hill perlite
     property, to Cornerstone Industrial Minerals Corporation
     ("Cornerstone")(formerly known as Phoenix Financial Holdings Inc.) for $1.0
     million in cash and $1.0 million in Cornerstone Common Shares, or 9.65
     million shares, was approved by the minority shareholders of Cornerstone
     and expected to close before the end of the year. With the issuance of the
     additional 9.65 million Cornerstone shares, the Company's equity interest
     in Cornerstone will increase from 51% to 65% Common Shares.

     Gold Properties

     On September 18, 1996, the Company reacquired the Grassy Mountain gold
     property, located in Malheur County, Oregon, from a wholly owned subsidiary
     of Newmont Gold Company ("Newmont") for $206,000 in cash, a $500,000 non-
     interest bearing note due September 18, 1997 and the assumption of
     exploration and reclamation obligations totaling $201,000. In 1992, the
     Company leased the Grassy Mountain property to Newmont in exchange for
     $30.0 million. In 1992, prior to leasing the property to Newmont, the
     Company reported gold reserves of 995,000 ounces on the Grassy Mountain
     property, utilizing open pit mining and conventional cyanide milling
     processes. The Company is currently reviewing the geological information
     gathered since 1992 and assessing the potential application of underground
     mining methods. In addition, the Company is reviewing the permitting
     regulations and requirements.

     The Company also owns the Gold Bar property, located on the Battle 
     Mountain-Eureka Trend in central Nevada, which produced approximately
     500,000 ounces from 1987 through September 1994. Efforts to resume
     operations at the Gold Bar property, which has a gold reserves of 187,000
     ounces, were unsuccessful as the Company was unable to reach agreement for
     definitive project financing due to the inability of the project to cover
     corporate expenditures and provide an adequate return given the prevailing
     gold price. As the Company has committed its limited capital resources to
     the expansion of its Bolivian operations, it has decided not to pursue the
     resumption of operations at Gold Bar at this time and is reviewing all
     available strategies to maximize the value of the property. In addition,
     the company is currently assessing the development strategies and
     alternatives for the Doby George and Musgrove Creek gold properties. While
     the Company has made the expansion of the Bolivian operations its immediate
     focus, its long term strategy is to utilize Bolivia operations, among other
     things, to develop and expand the Company's interests in gold properties.

     Reclamation Activities

     The Company is obligated to decommission and reclaim its uranium mill site
     near Moab, Utah. Final reclamation will commence following the issuance of
     a final Environmental Impact Statement on Atlas' reclamation plan. See
     below, "Results of Operations -- Reclamation Activities". The total
     estimated cost of Atlas' proposed reclamation plan is $12-$17 million. As
     the Department of Energy will reimburse 56% of all reclamation costs under
     Title X of "The Comprehensive National Energy Policy Act" ("Title X"),
     Atlas will be reimbursed for approximately $7-$9.5 million in reclamation
     costs, leaving Atlas to fund

                                                                    Page 9 of 13
<PAGE>
 
      $5-$7.5 million. The Company has filed claims for $6.2 million for
      reimbursement of Title X reclamation costs incurred through March 1996 and
      has received payments of $2.7 million, leaving $3.5 million in Title X
      reimbursements due Atlas. Atlas also has $3.5 million in restricted cash
      securing a NRC reclamation performance bond. Based upon the amounts due
      the Company under Title X and the restricted cash supporting the
      performance bond, the Company is confident that it will be able to fund
      and/or finance the anticipated costs for reclamation of the Moab uranium
      tailings pile.


RESULTS OF OPERATIONS

     Due to the suspension of Gold Bar milling operations in September 1994, the
     Company had no mining revenue or gold production for the nine months ended
     September 30, 1996 or 1995.

     Estimated shutdown and standby costs of $268,000 and $829,000 were charged
     to operations for the three month period and nine month period ended
     September 30, 1996, respectively, compared to $328,000 and $538,000 for the
     comparable periods in 1995. In September 1994, the Company recorded a
     charge of $1,275,000 for the estimated shutdown and standby costs to be
     incurred during the remainder of the fiscal year ended June 30, 1995. An
     additional charge of $210,000 was recorded during the final quarter of the
     fiscal year ended June 30, 1995 to reflect actual costs incurred.

     Exploration costs for the three and nine month periods ending September 30,
     1996 were $968,000 and $1,136,000, respectively, compared to $159,000 and
     $965,000 for the comparable periods in 1995. During the three month period
     ended September 30, 1996, the Company expensed previously capitalized
     exploration costs of $922,000 related to the Commonwealth property as a
     result of its decision not to exercise its purchase option.

     General and administrative expenses for the three and nine months ended
     September 30, 1996 were $746,000 and $3,592,000, respectively, compared to
     $766,000 and $2,136,000 for the comparable periods in 1995. The $1,456,000,
     or 68% increase during the nine months ended September 30, 1996 as compared
     to the same period of 1995 is related to severance charges of $530,000
     associated with the June 21, 1996 resignation of David J. Birkenshaw as
     Chairman and CEO of the Company, charges of approximately $300,000
     reflecting costs associated with the unsuccessful merger discussions with
     MSV Resources Inc., employee bonuses paid during the first quarter of 1996
     and the addition of $540,000 in general and administrative costs incurred
     by the Company's 51%-owned subsidiary, Cornerstone Industrial Minerals
     Corporation, which was acquired on November 29, 1995.

     Interest expense incurred during the three and nine month periods ended
     September 30, 1996 were $317,000 and $954,000, respectively, compared to
     $94,000 and $192,000 for the three and nine month periods ended September
     30, 1995, respectively. The increase reflects the interest on the $10
     million Exchangeable Debenture issued in October 1995 and interest on the
     $2.0 million short-term note payable to First Marathon Securities issued on
     November 29, 1995 and repaid on February 28, 1996.

                                                                   Page 10 of 13
<PAGE>
 
     The Company recorded capital expenditures of $1,820,000 in the quarter
     ended September 30, 1996, $916,000 of which related to the acquisition of
     the Grassy Mountain property and $834,000 related the development of the
     Tucker Hill project. The Company recorded capital expenditures of $397,000
     for the quarter ended September 30, 1995 related to the development of the
     Company's Gold Bar and the Tucker Hill projects.


     Reclamation Activities

     On January 30, 1996, the Nuclear Regulatory Commission ("NRC"), the federal
     agency responsible for overseeing decommissioning and reclamation of Atlas'
     uranium site located outside of Moab, Utah, released for public comment a
     draft Environmental Impact Statement ("DEIS") and draft Technical
     Evaluation Report ("DTER") on Atlas' proposal for reclamation in place of
     the uranium tailings generated by Atlas' uranium mill from 1956 to 1984.
     This assessment included a list of open issues which would need to be
     addressed before a final determination could be made. The DEIS was prepared
     by an independent third party contractor to evaluate environmental impacts
     of Atlas' proposal for reclamation of the tailings in place.

     Since the issuance of the DTER and DEIS, the Company has been working with
     the NRC to study and address all remaining technical issues. Upon reviewing
     the Company's responses to these open issues, the NRC, in a letter dated
     October 2, 1996, concluded that the Atlas site is acceptable for permanent
     reclamation of the tailings. Of the 20 open issues identified in the DTER,
     the NRC concluded that 11 of the 20 issues have been adequately resolved.
     The letter further clarifies the status of the remaining open 9 issues by
     stating that all 9 are either engineering details or specifications and as
     such, the NRC sees no reason why they could not be resolved promptly. Based
     upon the statements of the NRC, review of the public comments and results
     of additional studies funded by Atlas, the Company believes that the NRC
     staff's preliminary conclusion will be confirmed in the final Environmental
     Impact Statement and Technical Evaluation Report. Pursuant discussions with
     the NRC, the Company anticipates that the final Technical Evaluation Report
     will be released in December 1996 and the final Environmental Impact
     Statement will be released in the first quarter of 1997.



                          PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

         None

Item 2.  Changes in Securities
         ---------------------

         None

Item 3.  Defaults upon Senior Securities
         -------------------------------

                                                                   Page 11 of 13
<PAGE>
 
         None

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         The Annual Meeting of Stockholders of the Company was held on August 2,
         1996.  At the meeting:

         a.   James H. Dunnett and C. Thomas Ogryzlo were nominated and elected
              to hold office as Class II Directors for a term of three years.
              Holders of 15,468,375 and 15,468,355 shares voting in favor of
              Messrs. Dunnett and Ogryzlo, respectively, while holders of
              239,804 and 239,824 shares had authority withheld for Messrs.
              Dunnett and Ogryzlo, respectively.

         b.   A proposal to ratify the selection by the Board of Directors of
              Ernst & Young LLP as auditors for the fiscal year ending December
              31, 1996 was adopted. Holders of 15,566,220 shares voted in favor
              of the proposal, holders of 70,750 shares voted against and
              holders of 71,207 shares abstained.

Item 5.  Other Information
         -----------------

         None


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         a.   Exhibits
              None
 
         b.   Reports on Form 8-K

              Report on Form 8-K dated August 5, 1996 containing the Company's
              news release with respect to the signing of a letter of intent to
              acquire mines in Bolivia.

                                                                   Page 12 of 13
<PAGE>
 
                                  SIGNATURES
                                  ----------

     Pursuant to the requirements 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.


                                       ATLAS CORPORATION
                                       -----------------
                                       (Registrant)

                                        /s/ Jerome C. Cain
                                       ------------------------------
                                       Jerome C. Cain
                                       Vice President of Finance

Date:   November 12, 1996
        ------------------------------

                                                                   Page 13 of 13