<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 March 31, 1998
                                                --------------
                                      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 3140, 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 May 8, 1998, 27,360,253 shares of Common Stock, par value $1 per
share, were issued and outstanding.




                                  Page 1 of 12
<PAGE>
 
                        PART I.  FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS.
        -------------------- 
                               ATLAS CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                (in Thousands)
<TABLE>
<CAPTION>
                                                   March 31,   December 31,
                                                     1998         1997
--------------------------------------------------------------------------------
                                                  (Unaudited)
<S>                                               <C>          <C>
ASSETS
Current Assets:
   Cash and cash equivalents                       $      91    $      583
   Accounts receivable - Trade                           746           542
   Title X receivable (Note 5)                         1,100         1,100
   Accounts receivable - Other                           370           541
   Inventories                                           923           965
   Prepaid expenses and other current assets              97            37
                                                  -----------  ------------
     Total current assets                              3,327         3,768
                                                  -----------  ------------
Property, plant and equipment                         60,570        60,427
Less, accumulated depreciation, depletion,
  amortization and impairment                        (46,242)      (46,027)
                                                  -----------  ------------
                                                      14,328        14,400

Restricted cash and securities                         6,181         6,208
Asset held for sale                                    3,191         3,000
Title X receivable (Note 5)                           14,765        14,765
Other assets                                             131           175
                                                  -----------  ------------
                                                   $  41,923    $   42,316
                                                  ===========  ============

LIABILITIES
Current liabilities:
   Trade accounts payable                          $   2,242    $    2,209
   Accrued liabilities                                 2,330         2,189
   Short-term debt (Note 5)                            5,754         6,017
   Deferred gain on joint venture agreement              750           750
   Current portion of estimated uranium                              
      reclamation costs                                  800           800 
                                                  -----------  ------------
     Total current liabilities                        11,876        11,965

Long-term debt                                         1,917         1,917
Other liabilities, long-term                          27,889        27,903

Commitments and contingencies (Note 5)

STOCKHOLDERS' EQUITY
Common stock                                          27,360        27,282
Capital in excess of par value                        66,672        66,735
Deficit                                              (93,791)      (93,486)
                                                  -----------  ------------
     Total stockholders' equity                          241           531
                                                  -----------  ------------
                                                   $  41,923    $   42,316
                                                  ===========  ============
See notes to consolidated financial statements.
</TABLE>
                                  Page 2 of 12
<PAGE>
 
                               ATLAS CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               (In Thousands, Except Per Share Data, Unaudited)
<TABLE>
<CAPTION>
                                                Three Months Ended
                                                     March 31,
                                            --------------------------
                                                1998             1997
======================================================================
<S>                                         <C>              <C>
Mining revenue                               $    1,136       $    654
Costs and expenses:
   Production costs                                 973            614
   Depreciation, depletion and amortization         200            250
   Shutdown and standby costs                        75            107
   General and administrative expenses              324            542
   Exploration and prospecting costs                 22            557
                                             ----------       --------
    Gross Operating Loss                           (458)        (1,416)
                                             ----------       --------
Other (income) and expense:
   Interest expense                                 159            310
   Interest income                                  (74)          (114)
   Loss on asset held for sale                       --             57
   Other                                           (238)          (103)
                                             ----------       --------
     Loss from continuing operations
       before income
     Taxes                                         (305)        (1,566)

Provision for income taxes                           --             --
                                             ----------       --------
   Net loss                                        (305)        (1,566)
                                             ----------       --------

Other comprehensive income, net of tax:     
   Unrealized holding loss on securities             --         (4,197)
                                             ----------       --------  
   Comprehensive loss                        $     (305)      $ (5,763)
                                             ==========       ========

Basic and diluted earnings per share
   of common stock:
   Net loss                                  $    (0.01)      $  (0.06)
                                             ==========       ========

Average number of common shares outstanding      27,344         24,193
                                             ==========       ========

See notes to consolidated financial statements.

</TABLE> 

                                 Page 3 of 12
<PAGE>
 
                               ATLAS CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In Thousands, Unaudited)
 
                                                    Three Months Ended
                                                         March 31,
                                               ----------------------------
<TABLE>                                            1998             1997
<CAPTION>
================================================================================
<S>                                              <C>            <C>
Operating activities:
  Net loss                                        $   (305)      $   (1,566)
  Add (deduct) non-cash items:
    Depreciation, depletion, amortization              216              261
    Gain on joint venture agreement                   (188)              --
    Loss on asset held for sale                         --               57
    Other                                               --               30
  Net change in non-cash items
    related to operations (Note 3)                     488              807
                                                  --------       ---------- 
    Cash provided by (used in) continuing
    operations                                         211             (411)
                                                  --------       ----------
From discontinued operations:
  Change in estimated uranium reclamation costs       (105)             366
                                                  --------       ----------
    Cash provided by (used in)
      discontinued operations                         (105)             366
                                                  --------       ----------
    Cash provided by (used in)
      operating activities                             106              (45)
                                                  --------       ----------

Investing activities:
  Additions to property, plant and equipment          (194)            (148)
  Proceeds from sale of equipment                       50               --
  Investment in asset held for sale                   (191)            (740)
                                                  --------       ----------
    Cash provided by (used in)
      investing activities                            (335)            (888)
                                                  --------       ----------

Financing activities:
  Net increase (repayment) of short-term debt         (263)              99
                                                  --------       ----------
    Cash provided by (used in)
      financing activities                            (263)              99
                                                  --------       ----------

Decrease in cash and cash equivalents                 (492)            (834)

Cash and cash equivalents:
  Beginning of period                                  583            1,022
                                                  --------       ----------
  End of period                                   $     91       $      188
                                                  ========       ==========





See notes to consolidated financial statements.
</TABLE>

                                  Page 4 of 12
<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 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 consolidated financial statements and notes thereto included in the
   Company's Annual Report of Form 10-K for the fiscal year ended December 31,
   1997.

   Certain of the comparative figures have been reclassified to conform with the
   current year's presentation.

2. In 1997, the Financial Accounting Standards Board issued Statement No. 128,
   "Earnings per Share." The new statement replaced the calculation of primary
   and fully diluted earnings per share with basic and diluted earnings per
   share. Unlike primary earnings per share, basic earnings per share excludes
   any dilutive effects of options, warrants and convertible securities. Diluted
   earnings per share is similar to the previously reported fully diluted
   earnings per share. Adoption of the new standard, which involves restatement
   of earnings (loss) per share amounts for prior periods, had no material
   effect on the Company's earnings (loss) per share amounts for all 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:

                                                            Three Months Ended
                                                                 March 31,
                                                            ------------------
                                                              1998       1997
==============================================================================
Add (deduct) items other than cash:
  Accounts receivable                                       $    (33)  $ (125)
  Inventories                                                     42      (70)
  Prepaid expenses and other current assets                      (60)      73
  Other assets                                                    71       60
  Trade accounts payable                                          33      480
  Accrued liabilities                                            449      255
  Other liabilities, long-term                                   (14)     134
                                                            --------   ------
                                                            $    488   $  807
                                                            ========   ======

4. Short term debt consisted of the following:

                                                            March 31,  December
                                                              1998     31, 1997
                                                            --------   --------
   Redeemable Convertible Debenture, due              
    September 20, 1998, bearing interest at 9%              $  3,500    $3,500
   Advances on sale of concentrates                              975       968
   Other                                                       1,279     1,549
                                                            --------    ------
                                                            $  5,754    $6,017
                                                            ========    ======

5. 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 mill and mines in 1987, and estimated
   shutdown expenses and reclamation costs were



                                 Page 5 of 12
<PAGE>
 
  accrued. Title X of "The Comprehensive National Energy Policy Act" ("Title
  X"), enacted in October 1992, provides for the reimbursement of past and
  future reclamation expenses related to uranium sites operated under Atomic
  Energy Commission contracts. The Company's uranium reclamation costs are
  subsidized by this Government cost sharing program since 56% of its tailings
  were generated under government contracts. The total estimated reclamation
  liability ($21,830,000) and current and future Title X receivables
  ($15,865,000) are shown separately in the accompanying consolidated balance
  sheets leaving a net liability to the Company of $5,965,000 as of March 31,
  1998.

  The Company has submitted five 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, 1998.  As of May 1, 1998, the status of the five
  claims is as follows:
<TABLE>
<CAPTION>
                                                                     Actual
                                     Gross         Anticipated        Reim- 
                    Gross Claim      Amount       Reimbursement     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        $2,313,000     $  217,000
June 16, 1995       3,638,000       2,591,000      1,453,000         1,267,000        186,000
May 1, 1996         3,998,000       2,884,000      1,618,000         1,112,000        506,000
May 1, 1997         2,054,000       1,579,000        886,000           529,000        357,000
May 1, 1998         1,602,000              --/1/     899,000                --        899,000
-----------------------------------------------------------------------------------------------
Totals                                            $7,386,000        $5,221,000     $2,165,000
===============================================================================================
</TABLE>

  /1/  Pending.

  In addition to the above amounts, the Company includes in the Title X
  receivable in the consolidated balance sheet an amount equal to 56% of its
  future estimated reclamation costs. Timing of the actual payments for approved
  reimbursements is a function of Congressional appropriation of Title X
  funding.

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

"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.

  Statements which are not historical facts contained in this Form 10-Q are
  forward looking statements that involve risks and uncertainties that could
  cause actual results to differ from projected results. Factors that could
  cause actual results to differ materially include, among others: general
  economic conditions, metal and mineral prices, political events in foreign
  countries, the risks associated with foreign operations generally, the timing
  of receipt of necessary governmental permits, climatic conditions, labor
  relations, availability and cost of material and equipment, the actual
  configuration of ore bodies, delays in anticipated start-up dates,
  environmental risks, the results of financing efforts and other risk factors
  detailed in the Company's Form 10-K and 8-K filed with the Securities and
  Exchange Commission.


                                 Page 6 of 12
<PAGE>
 
RECENT EVENTS

  On April 27, 1998, The Company executed a letter agreement (the "Agreement")
  with North & South International Bancorp Limited, a Canadian Corporation with
  offices in Toronto, Ontario (the "Buyer"), for the sale of all of its
  controlling interest in Cornerstone Industrial Minerals Corporation
  ("Cornerstone") for total consideration of approximately $3.2 million. The
  Agreement, anticipated to be completed in June, is subject to completion of
  definitive agreements, a due diligence investigation by the Buyer, and
  approval of the Boards of Directors of the Buyer and Cornerstone.

  During 1997, the Company completed transactions on three of its non-operating
  properties. In June 1997, the Company sold 90% of its Gold Bar property to
  Barrick Gold Exploration Inc. ("Barrick") for $1 million in cash and the
  purchase by Barrick of one million shares of the Company's stock at $1 per
  share. Under the agreement, Barrick is also required to spend $3 million in
  exploration expenditures by June of 1999. To date Barrick has spent in excess
  of $1 million on exploration and is presently conducting exploratory drilling
  at Gold Bar. At Barrick's election, on or before June 3, 1999, the balance of
  the Gold Bar property will be conveyed to Barrick and Atlas may elect either
  to receive an additional $15,000,000 in cash and retain a 2% net smelter
  royalty, or to participate with Barrick in the further exploration and
  development of Gold Bar as a 25% carried joint venture participant. If Atlas
  elects to participate as a joint venture partner, Barrick will spend a minimum
  of $15,000,000 on the project. If Barrick chooses not to acquire the balance
  of the properties within the two-year period, all of Barrick's interest in the
  Gold Bar properties will be reconveyed to Atlas. In September, the Company
  executed an option agreement for the sale of its Doby George property for a
  total purchase price of $1.6 million, to be paid in installments through
  September 1998. The Company also completed an option agreement for the sale of
  its Grassy Mountain property for $4 million to be paid in installments over
  four years.

  In February 1997, Arisur signed a financing agreement with the Corporacion
  Andina de Fomento ("CAF") for $3 million. CAF is a multilateral financial
  institution that supports sustainable development and integration efforts
  within the Andean region of South America. The proceeds of the first tranche
  of the loan of $2.3 million, received in May 1997, paid for certain equipment
  and expansion programs of the Bolivian operations and reimbursed Atlas
  $560,000 of funds previously advanced for said purposes. The remaining
  $700,000 has not yet been funded pending final approvals from CAF.

  CAPITAL RESOURCE REQUIREMENTS

  Bolivian operations

  The Company is in the process of evaluating a program for its Andacaba mine to
  increase its current reserves and to justify increased development. Based upon
  the results of the evaluation, the Company anticipates the implementation of a
  new operating plan at Andacaba. Implementation of the operating plan would
  require additional capital expenditures for underground drilling and/or
  development of either an internal mine shaft or a decline to provide for
  increased productivity through more efficient access to the ore body. The
  Company also continues to evaluate the feasibility of the start-up of its
  Comali mill, which would require approximately $200,000 in improvements. 
  Limited development is underway at Don Francisco and Koyamayu.

  It is anticipated that funding for the initial drill program will be financed
  with funds from the sale of Cornerstone (see above). Other capital
  expenditures would be financed from remaining funds available from the CAF
  loan noted above and/or through other long-term project financing and cash
  flows from operations as available.



                                 Page 7 of 12
<PAGE>
 
  The Company anticipates that the acquisition of additional Bolivian
  operations, if any, would be funded with cash flow from operations, project
  financing, placement of additional equity or debt and/or the proceeds from the
  sale of assets discussed above.

  Gold Properties

  Exploration and development expenditures on the Gold Bar claim block are being
  funded by Barrick as described above.  With the completion of the agreement
  with Barrick, the Company's holding costs on the property will decrease in
  1998 to an estimated $300,000. These costs will be funded from the proceeds
  from the sale of Cornerstone and/or other properties (see above).

  While the Company has made the expansion of the Bolivian lead, zinc and silver
  operations its immediate focus, its long term strategy is to grow its Bolivian
  operations, and 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's reclamation plan. See below,
  "Results of Operations -- Reclamation Activities."  The total estimated cost
  of Atlas's proposed reclamation plan is approximately $22 million.  As the
  Department of Energy will reimburse 56% of all reclamation costs under Title
  X, Atlas will be reimbursed for approximately $12.3 million in reclamation
  costs, leaving Atlas approximately $9.7 million to fund. The Company has filed
  claims of $7.4 million for reimbursement of Title X reclamation costs incurred
  through March 1998 and has received payments of $5.2 million, leaving $2.2
  million in Title X reimbursements currently due Atlas.  Atlas also has $4.2
  million in restricted cash securing a Nuclear Regulatory Commission ("NRC")
  reclamation performance bond.  In order to meet its reclamation obligations,
  the Company anticipates using the Title X receivable and restricted cash noted
  above and, as necessary, cash flow from operations and/or the sale of assets.

LIQUIDITY

  As of March 31, 1998, the working capital deficit was $8,549,000, which
  compares to a deficit of $8,197,000 as of December 31, 1997.  The Company's
  current ratio at March 31, 1998 was .28 to 1, compared to .31 to 1 at December
  31, 1997.  The decrease during the quarter is a result of capital expenditures
  of $194,000 and the operating loss during the period.

  In order to fund near term capital requirements, the Company has entered into
  the agreement for the sale of Cornerstone, the CAF loan and other asset sales
  all discussed above.  Longer term capital requirements will be satisfied from
  project financing, future operating cash flows, placement of additional equity
  or debt and/or from the sale of other assets.





                                  Page 8 of 12
<PAGE>
 
RESULTS OF OPERATIONS

  During the quarter ended March 31, 1998, the Company had mining revenue of
  $1,136,000 compared to $654,000 in the same period of 1997. During 1997, the
  Company completed a mill expansion which more than doubled the capacity of the
  Andacaba Mill. Also, production of 13,274 tonnes during the quarter ended
  March 31, 1997 was less than expected due to flooding which reduced production
  from Andacaba. As a result of the above, production increased during the three
  months ended March 31, 1998 to 26,296 tonnes and is the primary reason for the
  increase in revenue.

  Cash production costs were $973,000 in the first quarter of 1998 compared to
  $614,000 during the same period of 1997. The increase in production costs
  during the period is also primarily related to the increase in production as
  described above. Total costs decreased from $46 per tonne in 1997 to $37 per
  tonne in 1998 as the efficiencies associated with the higher production have
  begun to take hold.

  Shutdown and standby costs at Gold Bar of $75,000 were incurred in the three
  month period ended March 31, 1998 compared to $107,000 for the comparable
  period in 1997. The decrease is a result of cost cutting measures implemented
  by the Company and also as a result of the assumption of certain of these
  costs under the agreement with Barrick as described above.

  Exploration costs for the three-month period ending March 31, 1998 were
  $22,000 compared to $557,000 for the comparable period in 1997. The 1997
  amount includes a $450,000 charge pursuant to the Company's joint venture
  termination agreement with Vista Gold Corp. These costs have also been reduced
  as part of the Company's cost reduction program and through the allocation of
  certain costs to joint venture partners.

  General and administrative expenses for the three months ended March 31, 1998
  were $324,000 compared to $542,000 for the comparable period in 1997. The
  Company has continued its efforts to reduce such expenses. The Company's
  corporate staff has been reduced from 11 people in the first quarter of 1997
  to 6 at March 31, 1998. Additionally, in December 1997, the Company negotiated
  a reduction in the amount of space under lease at its corporate headquarters
  in Denver, Colorado, resulting in a reduction of $11,000 per month in
  leasehold costs. Strong efforts have also been made to reduce outside
  consulting fees wherever possible.

  Interest expense incurred during the three month period ended March 31, 1998
  was $159,000 compared to $310,000 for the three month period ended March 31,
  1997. The decrease is primarily a result of the Company's repurchase of its
  Exchangeable Debenture in June 1997, reducing interest expense by $60,000 per
  month. This reduction has been offset in part by the increase in interest
  expense related to the CAF and other loans for the Bolivian operations.

  During the quarter ended March 31, 1998, the Company incurred $194,000 in
  capital expenditures, substantially all of which related to the mine and 
  mill expansion in Bolivia.


                                  Page 9 of 12
<PAGE>
 
  Reclamation Activities

  On March 7, 1997, the US Nuclear Regulatory Commission ("NRC") issued its
  final Technical Evaluation Report ("TER") which concluded that the Atlas
  reclamation plan was in compliance with the technical requirements for capping
  the tailings facility on-site. With completion of the final TER, the remaining
  requirement before NRC can complete the Environmental Impact Statement ("EIS")
  and make its final decision on the reclamation plan is completion of the final
  biological opinion by the US Fish and Wildlife Service ("FWS"). In its revised
  draft biological opinion released April 15, 1998, the FWS removed its
  recommendation for off-site tailings disposal. Currently, Atlas is working
  with NRC, FWS, and the Council on Environmental Quality toward completion of
  the biological opinion. Management is confident that a mutually acceptable
  resolution for the remaining issues of concern will be achieved. The final EIS
  is anticipated before year-end 1998.


                                 Page 10 of 12
<PAGE>
 
                          PART II.  OTHER INFORMATION



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

        None

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

        None

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

        None

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

        None

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

        None

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

        a.   Exhibits
             None

        b.   Reports on Form 8-K
             None
 


                                 Page 11 of 12
<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)
 
 
                                    By: /s/ James R. Jensen
                                        -------------------
                                        James R. Jensen
                                        Treasurer
 
 
Date:    May 20, 1998                   /s/ James R. Jensen
         ------------                   -------------------
                                        James R. Jensen
                                        Treasurer (Principal Financial Officer &
                                        Chief Accounting Officer)



                                 Page 12 of 12