<PAGE>
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
  
  
                                FORM 10-K
  
  
  
  /X/  Annual Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934 
  
            For the fiscal year ended December 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              
                                           ------------    -------------
  
                           Commission File No. 0-1764
  
                          AMERICAN NUCLEAR CORPORATION
                          ----------------------------
  
            (Exact Name of Registrant as Specified In Its Charter)
            Colorado                                       83-0178547
  
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)        Identification No.)
  
            P.O. Box 2713                                       82602
            Casper, Wyoming
            (Address of principal executive offices)       (Zip Code)
  
            Registrant's telephone number, including area code:
                              (307) 265-7912
  
            Securities registered pursuant to Section 12(b) of the Act:
  
                                                Name of each exchange
            Title of each class                  on which registered
            -------------------                 ---------------------
            None                                        ----
  
            Securities registered pursuant to Section 12(g) of the Act:
  
                         Common Stock, 4 cent par value
                         ------------------------------
                                (Title of Class)
  
  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   .
  
  
  
  Indicate by check mark if disclosure of delinquent filers pursuant to
  Item 405 of Regulation S-K is not contained herein, and will not be
  contained, to the best of registrant's knowledge, in definitive proxy or
  information statements incorporated by reference in Part III of this Form
  10-K or any amendment to this Form 10-K.      /X/ 
  
  Based upon the bid prices of the common stock on January 31, 1999 of
  $0.001 per share, the aggregate market value of the voting stock held on
  that date by non-affiliates of the registrant was $7,677.
  
  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of December 31, 1998: 4 cent par
  value - 7,696,739
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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                                     PART I 
                                     ------ 
  
  Item 1.     Business.
  -------     --------- 
  
  Discontinuance of Operations
  
       The Company's uranium mining and milling activities were
  discontinued in 1982 as a result of the depressed market price for
  uranium concentrate.  Thereafter the Company offered its inactive mill
  tailings ponds as a location for the disposal and reclamation of large
  amounts of mill tailings previously generated by another uranium
  producer.  Those efforts over several years did not result in award of a
  disposal contract to the Company.  In 1984 the Company began reclamation
  of its milling site, as required by federal and state law.  In 1988, the
  Company decommissioned its uranium mill and began reclamation of the mill
  site.
  
       In 1990 the Company shifted its efforts from uranium, for which the
  market price remained depressed, to the new and developing industry of
  byproduct material disposal for various uranium ore processors.  The
  Company fulfilled several such disposal contracts between 1990 and 1993.
  
       After extensive marketing efforts, it became apparent that the
  byproduct disposal business would not produce revenues adequate to
  sustain the Company's operations unless it raised adequate capital for
  expanding the byproduct disposal business into a large commercial
  byproduct disposal operation.  The Company's efforts in 1992 and 1993 to
  raise additional capital from investors were not successful.  Starting in
  1993, the Company advertised its mining properties for sale to raise
  funds for development of the commercial disposal operation through a sale
  of its principal asset, the Peach mining properties.
  
       The Company's efforts to sell its mining properties in 1993 and
  early 1994 were not successful.  While potential purchasers continued to
  express interest through early 1994, the Company did not receive any
  offer greater than the amount of the debt due to Cycle Resource
  Investment Corporation (CRIC) that was secured by a mortgage against the
  properties.  Inability to sell the mining properties, lack of capital,
  and lack of revenues from both its uranium properties and its byproduct
  disposal business deprived the Company of operating capital.  The mining
  properties were the only major asset of the Company, and selling them to
  raise working capital was the Company's only remaining means to stay in
  business.  The Company determined to discontinue business operations
  during May 1994, to liquidate its miscellaneous property, and to pay its
  current liabilities and other expenses associated with an orderly closing
  of business operations.  Because of the Company's continuing liabilities
  
  
  
  <PAGE>
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  for cost overruns that may be incurred by the state of Wyoming in
  reclaiming the Company's mining site, the Company has no plans to pursue
  other business activities. 
  
  
  Marketability of Common Stock
  
       Effective May 9, 1994, the Company's common stock was delisted and
  removed from the NASDAQ Small Cap Market.  There is no regular trading
  market for the Company's common stock.  Isolated trades may occur on the
  electronic bulletin board.
  
  
  Development of Business Before Discontinuance in 1994
  
       American Nuclear Corporation, the Company, was incorporated in 1955
  as one of the first uranium exploration companies formed after the
  commercial importance of uranium as a source of energy and fuel was
  realized.  The Company acquired uranium mining properties by locating
  mining claims and purchasing other mining claims.
  
  
  Uranium Mining for Atomic Energy Commission and Others
  
       Starting in 1959 the Company was engaged, with its partner, Federal
  Resources Corporation, in mining and milling uranium concentrates in the
  Gas Hills area in central Wyoming for sale to the U.S. Atomic Energy
  Commission and various utilities that supply electricity.  The mining was
  conducted by open pit surface mining.  The mill was also operated on a
  custom basis to mill uranium ores for other uranium producers.  The
  Atomic Energy Commission discontinued purchases in 1971 when its
  inventory goals and strategic plans were met and a United States uranium
  industry had been created.  The partnership continued to operate its mill
  for producing its own properties and custom milling of uranium ores for
  other producers for sales to commercial users.
  
  
  Expansion of Uranium Industry in the 1970's
  
       The modern uranium industry was shaped in the 1970s in response to
  growth in nuclear power generation by utilities.  The embargoes of
  imports of foreign oil in the early 1970s caused an energy crisis in the
  United States and resulted in increased construction of nuclear power
  plants and plans for more plants.  Demand for uranium increased
  significantly from spot prices for short-term deliveries of less than $10
  per pound of uranium concentrate in 1971 to more than $40 per pound by
  1978.  
  
  
  
  
  
  
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  Tennessee Valley Authority Agreements
  
       In 1972 the Company entered into an arrangement with the Tennessee
  Valley Authority (TVA), an agency wholly owned by the United States, for
  the joint acquisition of uranium properties to be produced for use by TVA
  to fuel its nuclear power plants.  In 1973 Federal American Partners
  leased its mining properties to TVA.  From 1979 through 1982, the
  partnership mined its properties and milled its ores for TVA.  In the
  late 1970's annual production reached a level of 1.2 million pounds of
  uranium concentrates per year.  TVA discontinued the operations in 1982
  because world-wide production of uranium concentrates exceeded demand and
  it cost less to purchase from inventoried uranium stocks than to mine and
  mill.  A total of 14.5 million pounds of uranium concentrates had been
  produced through the mill over its operating life.
  
  
  Termination of Tennessee Valley Authority Agreements
  
       In 1984 the Company acquired the uranium  mill and associated lands
  from the partnership, and it also acquired approximately one-half of the
  uranium lands it had jointly held and explored with TVA.  These lands,
  consisting of approximately 2,700 acres of uranium properties, are known
  as the Peach properties.  In May 1994 when the Company discontinued
  business, the Peach properties were the Company's only principal asset. 
  They were subject to a mortgage held by Cycle Resource Investment
  Corporation (CRIC), which commenced foreclosure in November 1995.  The
  Company subsequently lost title to the Peach properties as a result of
  that foreclosure and the transfer of its equity of redemption. 
  
       In 1984 TVA also placed approximately $3.8 million cash in a $4.1
  million reclamation bond fund with the Wyoming Department of
  Environmental Quality (DEQ) to assure the DEQ and the U.S. Nuclear
  Regulatory Commission (NRC) that the reclamation obligations of TVA, the
  Company and the partnership for the mill site would ultimately be
  performed.  The Company began reclamation of the land at the mill site in
  1984.  TVA also entered into a management agreement with the Company
  under which, in exchange for management fees, the Company closed the
  mining operations, returned leased mining equipment, and sold the other
  mining equipment for TVA's account.  The Company's entire financial
  obligation to TVA for the Company's cost of acquiring and exploring its
  interests in the uranium properties was eliminated.
  
  
  Status of Uranium Business
  
       After the Tennessee Valley Authority terminated its mining
  activities in 1982 that were conducted through the Company's partnership 
  
  
  
  
  <PAGE>
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  called Federal American Partners, the Company has ceased to be engaged in
  mining or milling uranium.  The Company identified significant quantities
  of uranium resources in the ground among its uranium properties, but
  market prices were never adequate thereafter to enable the properties to
  be economically mined.  The market for uranium remained low, and it was
  still not economically feasible  to mine the Company's uranium properties
  at those prices.  Imports of foreign uranium at low prices, especially
  from Russia and Canada, and excess inventories of uranium were the
  primary factors that dampened prices to a low of approximately $7.15 per
  pound in 1991.  In 1993 and 1994, spot prices for short-term deliveries
  of uranium were approximately $9.50 per pound.  In efforts to generate
  working capital, the Company, during the fourth quarter of 1993, offered
  its mineral properties for sale.  No purchase offers that exceeded the
  CRIC debt against the properties were received.  Therefore, in May 1994
  the Company discontinued all its business operations due to lack of
  operating capital.  For a more complete discussion of the uranium
  properties formerly held by the Company, see Item 2, Properties.
  
  
  Reclamation of Mill Site and Tailings Ponds
  
       Based upon the Company's determination in 1988 that use in the
  future of its uranium processing mill would not comply with the revised
  licensing requirements of the NRC, the Company began demolition of the
  mill in 1988 and completed that work in 1989.  Before the Company's
  discontinuance of operations in 1994, the Company had undertaken
  substantial reclamation work on the mill site as required by the NRC and
  the DEQ.  The mill and associated buildings were dismantled and the
  building materials were buried in one of the two adjacent tailings ponds
  where the processed ores produced by the mill (mill tailings) were
  impounded after milling.  The mill tailings in the two impoundments were
  graded by earth moving equipment into mounds covering approximately 40
  and 80 acres respectively.  A cover of native earth was placed over the
  mounds of mill tailings, and the tailings piles were allowed to settle
  and compact naturally.  The reclamation work is not complete and includes
  filling and shaping the side slopes of the tailings piles to such a grade
  as to preclude erosion of the soil cover that would allow erosion of the
  tailings, placing a final cover of earth over the tailings to limit
  emission of radon gas into the atmosphere to meet Environmental
  Protection Agency (EPA) standards, applying erosion protection to the
  piles and associated drainages, and revegetating and fencing the site.
  
  
  Byproduct Material Disposal
  
       Starting in 1990 the Company shifted most of its efforts to a
  developing industry of byproduct material disposal.  Byproduct material 
  consists of waste generated from ores processed by others for their 
  
  
  
  
  <PAGE>
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  uranium or thorium content.  Federal regulations require the generators
  of these low level radioactive materials to dispose of them in licensed
  depositories.
  
       In part because the Company's mill site was undergoing reclamation
  work to stabilize the mill tailings, which are low level radioactive
  materials, the NRC initially granted permission in the fall of 1990 for
  the Company to accept byproduct materials totaling 1,100 cubic yards from
  four generators under four specific waste disposal contracts.  After the
  NRC authorized receipt of the initial byproduct material, the NRC amended
  the Company's license in September of 1991 to authorize it to receive and
  dispose of an additional 12,500 cubic yards of material from other
  sources.
  
       The material terms of the disposal contracts that were completed by
  the Company required the generator of the byproduct materials to deliver
  them to the Company's mill site.  The byproduct material was placed on
  the surface of the mill tailings impoundment number one, compacted and
  covered with an interim cover of native soils.  The addition of the
  byproduct materials reduced the volume of earthen fill material that
  ultimately must be placed on the mill tailings to meet the reclamation
  design requirements.
  
       The income received on account of past disposal contracts generated
  revenues for the Company of $322,624, $318,814, and $120,352 from
  operations  in 1993, 1992, and 1991, respectively.  These contracts were
  completed, and there were no disposal revenues in 1994 or thereafter.  
  
       During May 1994 the Company notified the NRC and the DEQ that it was
  discontinuing all business operations and would be unable to perform
  under the approved reclamation plan.  All byproduct disposal activities,
  which had been conducted as part of the approved reclamation work, were
  discontinued at that time.
  
  
  Abandonment of Efforts to License Commercial Byproduct Disposal
  
       During 1993 the Company abandoned its efforts to obtain new licenses
  from the NRC and DEQ to establish a commercial byproduct disposal
  business near its mill site that was undergoing reclamation.  In order to
  complete the environmental studies required for the new licenses,
  continue to pursue its license applications, and take other steps for
  opening such a  business, the Company sought to raise $5 million to $8
  million through private placements of its common stock.  When this effort
  proved unsuccessful in 1993, the Company terminated further efforts to
  enter the commercial byproduct disposal business.
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 7
  
  
  Termination of Byproduct Disposal and Discontinuance of Business
  
       The Company did not realize adequate revenues from its byproduct
  disposal business commenced in 1990 to fund its operations.  Since 1991
  the Company relied for a large part of its operating capital upon loans
  by Cycle Resource Investment Corporation (CRIC), holder of approximately
  30 percent of the Company's outstanding stock.  The Company was unable to
  obtain additional loans from CRIC or any other source after 1993.  The
  Company's efforts to raise capital by placement of its common stock were
  unsuccessful.  The Company was not able to obtain joint ventures or long
  term supply contracts for exploitation of its uranium properties in the
  future when market prices for uranium were expected to be higher.
  
       In efforts to repay its loan to CRIC and to raise additional capital
  to continue its reclamation work over the next several years as required
  by law, the Company in 1993 offered its uranium properties for sale. 
  Through May 1994, several prospective buyers expressed interest in
  purchasing the uranium properties, but no purchase offers were received
  that were greater than the CRIC debt.  The uranium properties could not
  be sold under those circumstances.
  
       Due to the lack of a sale of its uranium properties and limited
  operating capital, the Company was compelled to discontinue all business
  operations during May 1994.  At the time the Company discontinued
  business operations, it was unable to continue required reclamation work
  at the level required by law.  The DEQ declared the Company in default of
  its reclamation obligations and began reclamation bond forfeiture
  proceedings against the Company.  These proceedings resulted in
  forfeiture of the bond fund of $3,213,255 to the State of Wyoming in
  October 1994.  The Company has continued to monitor the reclamation site,
  as ordered by the NRC and required by the terms of the NRC license.  The
  Company expects that reclamation of the mill site will ultimately be
  performed by the DEQ to the extent of the available funds.  The state of
  Wyoming has assumed certain NRC license obligations under conditions that
  limit its ultimate liability.  The Company will continue to be the
  licensee and responsible for all NRC license monitoring requirements.  By
  statute the DEQ may hold the company liable for any reclamation costs
  incurred by the DEQ in excess of the forfeited bond amount.  The total
  reclamation cost for which the Company remains obligated will not be
  known for several years until reclamation work is completed. 
  
  
  Financial Information About Industry Segments 
  
       In 1991 the Company entered into the business of uranium byproduct
  material disposal.  Between 1982 and that time, the Company's only 
  
  
  
  
  
  <PAGE>
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  business was winding down its former mining operations with the
  partnership and TVA and maintaining its uranium properties with the
  intent of eventually producing uranium concentrate.
  
       Before it discontinued its business operations in May 1994, the
  Company had no foreign operations or export sales.  It had not segregated
  its business activities into geographic areas within the United States
  except to the extent that its operations were located within Wyoming.
  
  
  Potential Unasserted Reclamation Liabilities
  
       The Company's reclamation work and its discontinued byproduct
  materials disposal business activities were and are highly regulated by
  the NRC and Wyoming DEQ, which have licensing authority and jurisdiction. 
  The Company's reclamation fund of $3,213,255 was declared forfeited by
  the DEQ in 1994 and acquired by the DEQ to be applied to the reclamation
  costs of the mill site.  Even though the Company discontinued its
  business operations in May 1994, it remains liable for completion of the
  reclamation and the cost of any reclamation work that is not funded by
  the bond fund and other funds of the Company transferred to the state of
  Wyoming.
  
  
  Employees
  
       As of December 31, 1998, the Company had no employees.
  
  
  Item 2.  Properties
  -------  ----------
  
      The Company has no property holdings.  The Peach properties
  previously held by the Company consisted of unpatented mining claims
  located on the public domain of the United States in the Gas Hills area
  of central Wyoming.  The Company had been unable to mine the properties
  or sell them to another uranium producer because of the continued low
  market price for uranium.  
  
       The Peach properties, which were previously the Company's major
  asset, were subject to a mortgage given to secure a loan made by Cycle
  Resource Investment Corporation (CRIC).  The Company was unable to pay
  the loan, and in 1995 CRIC instituted foreclosure against the Peach
  properties.  The foreclosure sale was held in November 1995, and  CRIC
  was the high bidder at the foreclosure sale, bidding the principal loan
  amount of $2,031,200 plus interest and costs.  In 1996, before the end of
  the Company's right to redeem the properties from foreclosure for a total
  redemption price of approximately $3,000,000, which would have finally 
  
  
  
  
  <PAGE>
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  terminated all interest of the Company in the Peach properties, the
  Company transferred its interest in the properties, including its right
  to redemption, for approximately $146,000. 
  
  
  Item 3.     Legal Proceedings.
  -------     -----------------
  
       There are no legal proceedings pending against the Company.
  
  
  Item 4.     Submission of Matters to a Vote of Security Holders.
  -------     ---------------------------------------------------
  
       No matters for decision were submitted to a vote of shareholders
  during the year ended December 31, 1998.
  
  
                           PART II
                           -------
  Item 5.     Market For Registrant's Common Equity and Related
              Stockholder Matters.
  -------     -------------------------------------------------
  
       Through January 1994 the common stock of the Company was traded
  over-the-counter on the NASDAQ national market system.  Effective
  February 1, 1994 the Company's common stock began trading on the NASDAQ
  small cap market under the symbol ANUC.  Effective May 9, 1994 the
  Company's common stock was delisted and removed from the NASDAQ small cap
  market.  Trades between market makers may occur on the over the counter
  bulletin board.  The range of high and low sales prices of the stock for
  each calendar quarter period during the past three years through May 9,
  1994, as quoted by NASDAQ, are given in the following table.  The
  over-the-counter market quotations reflect inter-dealer prices, without
  retail mark-up, mark-down, or commission, and may not necessarily
  represent actual transactions.
  
  <TABLE>
                               Price Ranges (closing bid)        
<CAPTION>
                         For Calendar Years Ended December 31
                         ------------------------------------
                          1998            1997             1996
                         ------          ------           ------
                       Low    High     Low    High      Low    High
                       ----   ----     ----   ----      ----   ----
<S>                    <C>    <C>      <C>    <C>       <C>    <C>
First Quarter  .....   .001   .001     0.001  0.001     0.001  0.001
Second Quarter .....   .001   .001     0.001  0.001     0.001  0.001
Third Quarter  .....   .001   .001     0.001  0.001     0.001  0.001
Fourth Quarter .....   .001   .001     0.001  0.001     0.001  0.001
<FN>
<F1>     (a)  The low and high prices for the stock on January 31, 1999 were $.001 and
              $.001.
<F2>     (b)  Based solely upon the number of record holders, the approximate number of
              stockholders of the common stock of the Company as of January 31, 1999 was
              1716.
<F3>     (c)  No dividends have been declared with respect to the common stock during the
              fiscal years ended December 31, 1998, 1997 and 1996.
</FN>
</TABLE>













































<PAGE>
                                                    PAGE 10

<TABLE>
Item 6.     Selected Financial Data.
-------     -----------------------
<CAPTION>
                        Year         Year         Year         Year         Year
                        Ended        Ended        Ended        Ended        Ended
                        December     December     December     December     December
                        31, 1998     31, 1997     31,1996      31,1995      31,1994
                        (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
                        --------     --------     --------     --------     -------
                               ($000's are omitted except per share amounts)

<S>                     <C>          <C>          <C>          <C>          <C>
INCOME STATEMENT

Revenue From
  Discontinued
  Operations            $ -0-        $ -0-        $ -0-        $ -0-        $  -0-
Net Income (Loss)       $(87)        $(10)        $ 205        $  386       $(4,991)

BALANCE SHEET

Working Capital(1)      $36          $134         $ 154        $  (62)      $  (391)
Total Assets            $160         $246         $ 257        $  218       $    72
Total Liabilities       $ -0-        $ -0-        $ -0-        $  167       $   406
Long-Term 
  Obligations           $ -0-        $ -0-        $  -0-       $   -0-
Common Stockholders'
  Equity (Deficit)      $160         $246         $ 257        $   51       $  (335)

LOSS PER COMMON
  SHARE(2)

Income (loss) from
  Operations            $0.00         $0.00        $0.03        $ 0.05      $  (0.65)
  Dividends Paid Per
    Common Share        $ -0-         $ -0-        $ -0-        $  -0-      $    -0-

<FN>
<F1>     (1)  Exclusive of assets held for sale.
<F2>     (2)  The weighted average number of shares of common stock outstanding
              during the years ended December 31, 1998, 1997, 1996, 1995 and 1994 were
              7,696,739 during all five years.
</FN>
</TABLE>







  <PAGE>
                                                      PAGE 11
  
  
  Item 7.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations.
  -------     -------------------------------------------------
  
       (See, in addition to Selected Financial Data, the financial
  statements of the Company referred to in Item 14)
  
  
  Discontinuation of Operations
  
       The Company's efforts to sell its mining properties, starting in
  1993, were unsuccessful, preventing it from raising operating capital
  necessary to continue in business.  As a result, the Company discontinued
  business operations in May 1994.  Inability to sell its properties and
  lack of capital and revenues deprived the Company of operating capital. 
  The Company determined to discontinue operations during May 1994 and to
  liquidate its miscellaneous property and to pay a portion of its current
  liabilities and other expenses associated with an orderly closing of
  business operations.  These financial statements have been prepared on a
  liquidation basis. 
  
  
  Results of Operations
  
       During 1998 the Company continued to monitor the reclamation site in
  accordance with NRC and Wyoming DEQ regulations.  The funds were provided
  primarily through payments received during 1995, 1996, 1997 and 1998 from
  the U.S. Department of Energy (DOE) program Title X federal funds. 
  
       The Company applied, under the Title X federal program administered
  by the (DOE), for reimbursement of some of the expenses of reclamation
  work it has previously performed to clean up its mining and milling site. 
  The Company's claims are for approximately $764,000 of which the Company
  received $115,670, $119,676, $175,555, and $229,707, during 1998, 1997,
  1996 and 1995, respectively.  The remaining payment is expected to be
  paid over the next several years.  Under the prevailing law and
  agreements with the Wyoming DEQ, and under the terms of the license and
  order of the U.S. Nuclear Regulatory Commission that requires the Company
  to continue to monitor the site, the funds and any future funds that may
  be received under this program will be applied by the Wyoming DEQ and the
  Company to reclamation and ongoing monitoring and maintenance obligations
  over the next several years, including payments to the Company's
  independent contractors to perform monitoring services.  None of the
  money will be applied to claims of creditors, and no funds will be
  available for distribution to shareholders because the reclamation 
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 12
  
  obligations are projected to exceed any of the funds that become
  available.  The DEQ has notified the Company that the reclamation bond
  may be deficient by as much as $3 million.  The DEQ has statutory
  authority to sue the Company for the bond deficiency.  The DEQ has
  entered into an agreement with the Company providing that the state will
  not bring a deficiency action in court if the Company transfers Title X
  funds to the state to be applied to the deficiency and used by the state
  to perform reclamation.  The Tennessee Valley Authority (TVA), which had
  asserted a right to the funds based on its 1984 contract with the
  Company, released the Company from such claims due to an agreement
  between TVA and the state.  The agreement between the Company and DEQ
  provides that the Company and DEQ will use the DOE Title X funds
  primarily toward monitoring and reclamation of the mill site in
  accordance with the NRC reclamation plan. 
    
       During 1995 CRIC foreclosed upon the Company's Peach properties for
  non-payment of its $2,031,200 loan.  The loan plus accrued interest
  totaled approximately $3,000,000 at November 28,1996, the end of the one
  year redemption period the Company had to reacquire the properties.
  
       General and administrative expenses continued to decrease
  approximately 26% and 36% during 1998 and 1997 due to the finalization of
  agreements between the Company, NRC and DEQ. 
  
       In December 1993, the Company determined that its decision to sell
  its primary uranium properties rather that hold the properties for future
  potential development required greater consideration be given to
  in-ground market values and the Company's financial position.  The
  Company determined its range of potential loss for the mineral properties
  to be from approximately $3 million to approximately $7 million.  Because
  of the Company's continuing process to solicit bids for its mineral
  properties, the lack of an active market for in-ground uranium reserves,
  and uncertainties as to the ultimate intent of the major shareholder,
  management was unable to determine at that time whether any amount in
  that range provided a better estimate than any other amount.  Therefore,
  in accordance with the requirements of Statement of Financial Accounting
  Standards No. (Statement) 5, Accounting for Contingencies, a $3 million
  property impairment was recognized during 1993 which represents a 31%
  reduction in the mineral property valuation at December 31, 1993.  In
  March 1994, after the Company's efforts to sell the uranium properties
  failed, the uranium properties were written down to the amount of the
  CRIC notes, for which the uranium properties were collateral.  Management
  determined that a $4,200,000 write-down in the carrying value of the
  Company's uranium properties was warranted.  The valuation of the uranium 
  properties at approximately $2.2 million equaled the $2.2 million debt
  obligations to CRIC.  CRIC commenced foreclosure upon the properties
  during 1995.  During 1996 the Company sold its redemption rights for
  approximately $146,000 since it had no way of repaying the outstanding
  debt. 
  
  
  
  <PAGE>
                                                      PAGE 13
  
       On August 31, 1994 the Company abandoned, through non-payment of the
  $100 per claim annual rental fees due on that date, 500 mining claims
  with a remaining book value of zero.  During December 1993 and March
  1994, mineral property impairments of $3 million and $4.2 million,
  respectively, for the remaining mining claims were recorded.  After 1994
  the Company no longer had any property holdings. 
  
       Reclamation reimbursements of $115,670, $119,721, $175,555 and
  $229,707 were received from the DOE during 1998, 1997, 1996, and 1995,
  respectively.
  
  
  Liquidity and Capital Resources
  
       During 1994 the Company discontinued operations due to the lack of
  operating capital.  For financial reporting purposes the Company has
  offset its $219,000 contractual obligations towards incompleted byproduct
  disposal contracts and $173,000 obligation to third parties for payments
  they made to the Wyoming DEQ upon the reclamation bond forfeiture.  These
  liabilities totaling $392,000 were recognized as income because the
  Company has no means to repay the obligations under liquidation basis
  accounting.  The remaining Company cash deposits are being utilized to
  maintain compliance as long as possible with the NRC license
  requirements.  The state of Wyoming declared the Company in default of
  its reclamation obligations when the Company terminated its business
  operations in May 1994.  Subsequently the reclamation bond fund of
  $3,213,255 was acquired by the DEQ through forfeiture proceedings.  The
  bond fund had been funded in the full amount fixed by the DEQ, and
  approved by the NRC, as the entire cost of completing the required
  reclamation work and performing under the Company's license.  The
  reclamation requirements have been changed and the amount required to
  perform the reclamation under the new requirements increased.  By state
  of Wyoming statute, the Company is liable for any cost overruns, none of
  which exist at this time.  The Company expects to be able to continue in
  compliance with the licensing requirements through 1999. 
  
       The Company's working capital at December 31, 1998, 1997 and 1996
  was $36,000, $134,000 and $154,000, respectively, compared to a deficit
  at December 31, 1995 of $163,000.  The reductions in working capital are
  due to the ongoing reclamation monitoring and general and administrative
  costs incurred by the Company. 
  
       During the past three years the Company has relied upon the payment
  of funds from the DOE Title X reclamation reimbursements to continue the
  required ongoing reclamation and monitoring obligations of the Company.
  
       On August 24, 1993, the Company reached an agreement with Cycle
  Resource Investment Corporation (CRIC), a stockholder, for CRIC to
  increase its total loans to $2,031,200.  The Company was not able to 
  
  
  
  <PAGE>
                                                      PAGE 14
  
  repay the notes on August 31, 1993 when due.  On January 20, 1994, the
  payment date for  this $2,031,200 debt plus approximately $143,000 in
  accrued interest was extended to June 30, 1994.  CRIC foreclosed upon the
  Company's Peach properties in the approximate amount of $2,750,000 during
  1995.  Since the Company was not able to sell the properties prior to the
  extended due date of the notes on June 30, 1994, and had no other funds
  to continue as a going concern, the Company was unable to prevent
  foreclosure of the Peach properties.  The remaining Company cash deposits
  are being utilized to maintain compliance, as long as possible, with the
  NRC license monitoring requirements.  During 1996 the Company sold its
  redemption rights related to the Peach mineral properties for
  approximately $146,000.
  
  
  Income Taxes
  
       See Note 2 to Financial Statements included in Item 14 herein.
  
  
  Item 8.     Financial Statements and Supplementary Data.
  -------     -------------------------------------------
  
       See Item 14 of this report.
  
  
  Item 9.     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure.
  -------     --------------------------------------------- 
  
       Due to the Company's discontinuance of business operations in 1994,
  the Company dismissed its independent auditors, Mitchell - Finley and
  Company, on January 26, 1995.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 15
  
                              PART III
                              --------
  
  Item 10.   Directors and Executive Officers of the Registrant.
  --------   --------------------------------------------------
  
       The following table sets forth certain information concerning
  directors and executive officers of the Company:
  
  <TABLE>
  <CAPTION>
                                                 Year
  Name and All Positions                         First Became
  Currently Held With                            A Director/
  the Corporation                     Age        Officer
  ---------------                     ---        ------------
  <S>                                 <C>        <C>
  William C. Salisbury, President     51         1993
    Director                                     1993
  
  Dennis A. Eckerdt, Secretary        50         1994
    Chief Financial Officer                      1991
    Director                                     1992
  
  <FN>
       The executive officers of the Company serve at the pleasure of the
       Board of Directors and do not have fixed terms.
  </FN>
  </TABLE>
  
  
  Business Experience of Directors and Officers
  
       The principal occupations of each officer for at least the past five
  years are as follows:
  
       William C. Salisbury was appointed President of the Company in
  August 1993.  He served in that office until August 1995 when he became
  the Secretary and Treasurer of the Company.  He was reappointed President
  during 1996.  He is currently self-employed as a consultant providing
  land management, environmental and regulatory services to the Company and
  other natural resources companies.  From October 1991 until his 
  appointment as President, he was Vice President of the Company, and from
  October 1990 to October 1991 he was manager of special projects for the
  Company.  From July 1983 to October 1990 he was a self-employed
  consultant providing land management, environmental and regulatory
  services to the Company and other natural resource companies.  From
  November 1970 to July 1983 he was manager of land and contracts for the
  Company.  He was appointed to the Board of Directors in August 1993.
  
  
  
  <PAGE>
                                                      PAGE 16
  
       Dennis A. Eckerdt became President of the Company in August 1995. 
  He resigned as President during 1996 and was reappointed as
  Secretary/Treasurer.  He was previously the Chief Financial Officer since
  November 1991.  He is currently a self-employed financial consultant in
  Lakewood, Colorado.  Previously he was employed as a General Manager of a
  Denver Colorado Corporation from February 1997 through May 1998.  From
  July 1995 through January 1997 he was employed as Controller for a
  Boulder Colorado Corporation.  Prior to July, 1995, he was self-employed. 
  Prior to his self-employment, he was Controller for Centennial Media
  Corporation and Denver Directory Company from November 1988, through
  August 1991.  From November 1985, to November 1988, he was employed as
  Controller for Video Exchange, Inc.  From February 1972, to November
  1988, he held various accounting titles and positions with the Company
  including Controller and Chief Financial Officer.  He was also a Director
  of the Company from 1984 through 1988 and was reappointed to the Board of
  Directors in August 1992.
  
       The Company's executive officers and directors are required to file
  reports of ownership and changes in ownership of the Company's securities
  with the Securities and Exchange Commission as required under provisions
  of the Securities Exchange Act of 1934.  Based solely on the information
  provided to the Company by individual directors and executive officers,
  the Company believes that during the last fiscal year all directors and
  executive officers have complied with applicable filing requirements.
  
  
  Item 11.   Executive Compensation.
  --------   -----------------------
  
  Cash Compensation
  
       The following table shows all cash compensation paid or to be paid
  by the Company or any of its subsidiaries, as well as other compensation
  paid or accrued during the fiscal years indicated to the Chief Executive
  Officer and the four other highest paid executive officers of the Company
  as of the end of the Company's last fiscal year whose salary and bonus
  for such period in all capacities in which the executive officer served
  exceed $100,000.  There were no payments to said officers exceeding
  $100,000 during the past three years. 
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 17
  
  <TABLE>
  
                                  SUMMARY COMPENSATION TABLE
<CAPTION>
                                                            Long Term Compensation
                                                            ----------------------
                        Annual Compensation               Awards            Payouts
                        -------------------        ---------------------  -----------------
<S>                     <C>   <C>        <C>       <C>        <C>         <C>       <C>      <C>

(a)                     (b)   (c)        (d)       (e)        (f)         (g)       (h)      (i)
                                                   Other      Restricted                      All
                                                   Annual     Stock                 LTIP      Other
Name and Principal                                 Compen-    Award       Options/  Payouts   Compen-
Position                Year  Salary($)  Bonus($)  sation($)  ($)         SARs      ($)       sation($)
------------------      ----  ---------  --------  ---------  ----------  --------  -------   ---------
<S>                     <C>   <C>        <C>       <C>        <C>         <C>       <C>       <C>
William C. Salisbury(1) 1998  ---        ---       ---        ---         ---       ---       --- 
  President             1997  ---        ---       ---        ---         ---       ---       ---
                        1996  ---        ---       ---        ---         ---       ---       ---
-----
<FN>

  <F1>     President from August 1993 until August 1995 then from May 1996
           to the present time.
  <F2>     Contributions to the Company's money purchase pension plan
           established to provide retirement benefits to employees.  The
           plan was terminated in 1994.
  </FN>
  </TABLE>
  
  
       The executive officers of the company serve at the pleasure of the
  Board of Directors and do not have fixed terms.  Executive officers
  generally are elected at the annual director meeting immediately
  following the annual stockholder meeting.  Any officer elected or
  appointed by the Board of Directors may be removed by the Board whenever
  in its judgment the best interests of the Company will be served thereby
  without prejudice, however to contractual rights, if any, of the person
  so removed.  The Company's policy is to pay employees, upon termination
  of employment by the Company, severance pay equal to one week of their
  salary for each full year of employment.  The officers are not employees
  of the company.  There are no family relationships among the directors. 
  There are no arrangements of understandings between any director and any
  other person pursuant to which that director was elected.
  
  
  
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 18
  
  Item 12.  Security Ownership of Certain Beneficial Owners and Management.
  --------  --------------------------------------------------------------
  
       The following table shows beneficial ownership of shares of the
  Company's outstanding common stock as of the record date (i) by all
  persons, insofar as is known to the Company, owning more than 5% of such
  stock and (ii) by each director, each director nominee, each of the
  executive officers named in the tables under "Executive compensation" and
  all directors and executive officers as a group:
  
  
  <TABLE>
  <CAPTION>
                                                             Amount and
                                                             Nature of
                  Name of                    Positions and   Beneficial   Percent of
Title of Class    Beneficial Owner           Offices Held    Ownership    Class     
--------------    ----------------           ------------    ---------    ----------
<S>               <C>                        <C>             <C>          <C>

Common Stock      William C. Salisbury       President        2,897,096   36.4%
                                             Director

Common Stock      Dennis A. Eckerdt          Secretary                0      0%
                                             Director

Common Stock      All directors and          Officers and     2,897,096   36.4%
                  executive officers as      Directors
                  a group (2 persons)
---------------
<FN>
*Less than one percent
</FN>


</TABLE>
  
  
  Item 13.  Certain Relationships and Related Transactions
  --------  ----------------------------------------------
  
       Cycle Resource Investment Corporation (CRIC), a wholly owned
  subsidiary of NUKEM, Inc., loaned the Company a total of $2,031,200 for
  operating capital.  The loan was evidenced by notes due June 30, 1994
  with interest at three percent over the prime rate.  The notes were
  considered paid in full upon foreclosure of the Peach properties by CRIC
  in 1995. 
  
  
  
  
  
  <PAGE>
                                                      PAGE 19
  
       Salt Ridge Energy, Inc., which is wholly owned by Mr. Salisbury, was
  paid $51,000 during 1998 and 1997 and $77,769 during 1996 for site
  monitoring work, reclamation obligations, and general and administrative
  fees for managing the Company's activities. 
  
  
                              PART IV
                              -------
  
  Item 14.  Exhibits, Financial Statement Schedules, and Reports on
            Form 8-K.
  --------  -------------------------------------------------------
  
       (a)  The following documents are filed as a part of this report:
  
            1.  Financial Statements:
                - Balance Sheets, December 31, 1998 (unaudited), December
                    31, 1997, (Unaudited) and December 31, 1996
                    (Unaudited).
                - Statements of Operations and Retained Earnings
                    (Accumulated Deficit) for the years ended December
                    31,1998 (Unaudited), 1997, (Unaudited), and 1996
                    (Unaudited).
                - Statements of Cash Flows for the years ended December 31,
                    1998 (Unaudited), 1997 (Unaudited), and 1996
                    (Unaudited).
                - Notes to Financial Statements for the years ended
                    December 31, 1998 (Unaudited), 1997 (Unaudited), and
                    1996 (Unaudited).
  
       All other schedules are omitted because of the absence of the
  conditions under which they are required or because the required
  information is included in the financial statements or notes thereto. 
  
       (b)    Reports on  Form 8-K.
              --------------------
       A report on Form 8-K was filed on January 27, 1995, reporting the
  Company's dismissal of its independent auditors due to the Company's
  discontinuance of business operations in 1994.
  
        c)    Exhibits.
              -------- 
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 20
  
  
  <TABLE>
  <CAPTION>

Exhibit                                                                    Sequential
Number        Description                                                 Page No.
-------       ----------- 
<S>           <C>                                                         <C>
EX-3.(i).1    Restated Articles of Incorporation, dated October 28,
              1991 (incorporated herein by reference from the 
              exhibits to Registrant's report filed on Form 10-Q
              dated September 30, 1992).

EX-3.(ii).1   Bylaws, dated August 15, 1980 (incorporated herein by
              reference from the exhibits to Registrant's report
              filed on Form 10-Q dated October 10, 1980).

EX-3.(ii).2   Amendment to Bylaws, dated December 7, 1994 incorporated
              herein by reference from the exhibits to Registrant's
              Report filed on Form 8-K dated January 27, 1995.

EX-27         Financial Data Schedule.
</TABLE>





























<PAGE>
                                                    PAGE 21



                             SIGNATURES
  
       Pursuant to the requirements of Section 13 or 15(b) 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. 
  
                REGISTRANT:  AMERICAN NUCLEAR CORPORATION
  
  
  
           By:  (Signature)
                --------------------------------
                William C. Salisbury, President
         Date:  March 29, 1999
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  this report has been signed below by the following persons on behalf of
  the Registrant and in the capacities and on the dates indicated.
  
  
  
           By:    (Signature)
                ---------------------------------------
                Dennis A. Eckerdt, Secretary,
                Treasurer and Director 
         Date:  March 29, 1999
  
  
  
           By:    (Signature)
                ---------------------------------------
                William C. Salisbury, President, 
                and Director
         Date:  March 29, 1999
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 22
  
  
  <TABLE>
  
AMERICAN NUCLEAR CORPORATION

BALANCE SHEETS DECEMBER 31, 1998 (Unaudited), 1997 (Unaudited), and 1996 (Unaudited)

ASSETS
------
<CAPTION>
                                                December 31,  December 31,  December 31,
                                                   1998          1997          1996
                                        NOTES   (Unaudited)   (Unaudited)   (Unaudited)
                                        -----   -----------   -----------   -----------
<S>                                     <C>     <C>           <C>           <C>
CURRENT ASSETS: 
  Cash and cash equivalents                     $    35,555   $   134,096   $   154,137
                                                -----------   -----------   -----------
            Total current assets                     35,555       134,096       154,137
                                                -----------   -----------   -----------

  OTHER ASSETS:
  Reclamation deposit                   1
  Other                                             124,207       112,366       102,700
                                                -----------   -----------   -----------
          Total other assets                        124,207       112,366       102,700
                                                -----------   -----------   -----------
  TOTAL                                         $   159,762       246,462   $   256,837
                                                ===========   ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Trade accounts payable                        $       -0-           -0-           -0-
  Other current liabilities                             -0-           -0-           -0-
                                                -----------   -----------   -----------
            Total current liabilities                   -0-           -0-           -0-
                                                -----------   -----------   -----------

ESTIMATED RECLAMATION COSTS             1

COMMITMENTS AND CONTINGENCIES           1



</TABLE>






<PAGE>
                                                               PAGE 23

<TABLE>

AMERICAN NUCLEAR CORPORATION

BALANCE SHEETS DECEMBER 31, 1998 (Unaudited), 1997, (Unaudited), and 1996 (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY 
------------------------------------
<CAPTION>
                                        December 31,     December 31,     December 31,
                                            1998            1997             1996
                                NOTES   (Unaudited)      (Unaudited)      (Unaudited)
                                -----   -----------      -----------      -----------
<S>                             <C>     <C>              <C>              <C>
STOCKHOLDERS' EQUITY:           3

  Common stock (7,696,739 
    shares standing)                        314,080           314,080         314,080
  Additional paid-in capital             13,304,849        13,304,849      13,304,849
  Retained earnings                      
    (accumulated deficit)               (12,830,041)      (12,743,341)     (12,732,965)
  Less cost of common stock
    held in treasury                       (629,126)         (629,126)       (629,126)
                                       ------------      ------------     -----------
-----------    
Stockholders' equity (deficit)              159,762           246,462           256,837
                                        -----------      ------------     -----------

TOTAL                                   $   159,762      $    246,462     $   256,837
                                        ===========      ============     ===========
</TABLE>

See notes to financial statements.  



















<PAGE>
                                                               PAGE 24

<TABLE>
AMERICAN NUCLEAR CORPORATION

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT) FOR THE YEARS 
ENDED DECEMBER 31, 1998 (Unaudited), 1997 (Unaudited), and 1996 (Unaudited)
<CAPTION>
                                             Year Ended     Year Ended      Year Ended
                                             December       December        December
                                             31, 1998       31, 1997        31, 1996
                                   NOTES     (Unaudited)    (Unaudited)     (Unaudited)
                                   -----     -----------     -----------    -----------
<S>                                <C>       <C>             <C>            <C> 
REVENUE FROM DISCONTINUED 
OPERATIONS:

Total revenues from
  discontinued operations                             -0-             -0-             -0-
                                             ------------    ------------    ------------
DISCONTINUED EXPENSES: 
General and administrative                         46,508          62,553          96,936

Reclamation                        1              161,614          74,567          80,984
                                             ------------     -----------    ------------

Total discontinued operating
  expenses                                        208,122         137,120         177,920

OTHER INCOME (EXPENSE):
  Reclamation Reimbursement                       115,670         119,721         175,555
  Interest income                                   5,507           7,023           9,624
  Other Income                                        245                         198,226
                                             ------------     ------------   ------------
NET INCOME (LOSS)                                 (86,700)        (10,376)        205,485

RETAINED EARNINGS
  (Accumulated Deficit):
  Beginning of period                         (12,743,341)    (12,732,965)    (12,938,450)
                                             ------------    ------------    ------------
  End of period                              $(12,830,041)   $(12,743,341)   $(12,732,965)
                                             ============    ============    ============

NET LOSS BEFORE DISCONTINUED 
 OPERATION PER SHARE                         $        -0-    $        -0-    $        -0-

DISCONTINUED OPERATION PER SHARE             $      (0.01)   $       0.00    $       0.03
                                             ------------    ------------    ------------

NET INCOME (LOSS) PER COMMON SHARE           $      (0.01)   $      (0.00)   $       0.03
                                             ============    ============    ============

WEIGHTED-AVERAGE NUMBER OF 
  SHARES OUTSTANDING                 1          7,696,739       7,696,739       7,696,739
                                             ============    ============    ============
</TABLE>
See notes to financial statements.



















































<PAGE>
                                                               PAGE 25

<TABLE>
AMERICAN NUCLEAR CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (Unaudited),
1997 (Unaudited), AND 1996 (Unaudited)
<CAPTION>
                                          Year            Year            Year
                                          Ended           Ended           Ended
                                          December        December        December
                                          31, 1998        31, 1997        31, 1996
                                          (Unaudited)     (Unaudited)     (Unaudited)
                                          -----------     -----------     ----------- 
<S>                                       <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $   (86,700)    $   (10,376)    $   205,485
  Adjustments to reconcile net loss
   to net cash used by operating
   activities:

Decrease (increase) in Assets: 
  Reclamation deposit                             -0-              -0-        113,232
  Other assets                                (11,841)          (9,665)        (1,343)

Increase (decrease) in Liabilities: 
  Trade accounts payable                          -0-              -0-        (53,979)
  Other liabilities                                          (113,232)
                                          -----------     -----------     -----------
  Net cash from operating 
   activities                                 (98,541)        (20,041)        150,163
                                          -----------     -----------     ----------- 

NET INCREASE (DECREASE) IN CASH AND 
  CASH EQUIVALENTS                            (98,541)        (20,041)        150,163
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                         134,096         154,137           3,974
                                          -----------     -----------     ----------- 
CASH AND CASH EQUIVALENTS AT END OF
  PERIOD                                  $    35,555     $   134,096         154,137
                                          ===========     ===========     =========== 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
Interest paid                             $       -0-     $       -0-     $       -0-
                                          ===========     ===========     =========== 
Issuance of stock for ESOP 
  contribution                            $       -0-     $       -0-     $       -0- 
                                          ===========     ===========     =========== 
Issuance of stock for stock bonus         $       -0-     $       -0-     $       -0- 
                                          ===========     ===========     =========== 
</TABLE>
  See notes to financial statements.
  
  
  
  <PAGE>
                                                      PAGE 26
  
  
  AMERICAN NUCLEAR CORPORATION
  
  
  NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1998
  (Unaudited), 1997 (Unaudited), AND 1996 (Unaudited)
  
  
  1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  
  Liquidation Basis of Presentation
  ---------------------------------
  
       The accompanying unaudited 1998, 1997 and 1996 financial statements
  have been prepared on a liquidation basis, which recognized the
  realization of assets and the satisfaction of a portion of the
  liabilities during 1998, 1997 and 1996.  The statements of operations and
  retained earnings and cash flows for the years ended December 31, 1998,
  1997 and 1996 are unaudited.  In the opinion of management, all
  adjustments (consisting of normal recurring accruals) considered
  necessary for a fair presentation have been included.
  
       As of December 31, 1998 the Company's current assets exceed current
  liabilities by approximately $35,555.  The Company's current assets are
  reserved for site reclamation and mill site monitoring. 
  
       For financial reporting purposes the Company has offset its $219,000
  contractual obligations towards uncompleted byproduct disposal contracts
  and $173,000 obligation to third parties for payments they made to the
  Wyoming DEQ upon the reclamation bond forfeiture.  These liabilities
  totaling $392,000 were recognized as income during 1995 because the
  company has no way of repaying the obligations under liquidation basis
  accounting.  The remaining Company cash deposits are being utilized to
  maintain compliance with the NRC license requirements as long as
  possible. 
  
  
  Per Share Amounts
  -----------------
  
       Per share amounts are computed on the weighted-average number of
  shares outstanding during the respective periods.  Shares under option
  and warrants have been disregarded because their effect is anti-dilutive.
  
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 27
  
  Major Customer
  ----------------
  
       The Company had no customers in 1998, 1997 and 1996.
  
  
  Statement of Cash Flows
  -----------------------
  
       For purposes of the Statements of Cash Flows, the Company considers
  all highly liquid debt instruments purchased with an original maturity of
  three months or less to be cash equivalents.
  
  
  Reclamation of Mill Site and Tailings Ponds
  -------------------------------------------
  
       Liabilities for estimated reclamation costs are recognized and
  charged to operations for remedial activities when the cleanup becomes
  probable and the cost can be reasonable estimated.  Based upon the
  Company's determination that use in the future of its uranium processing
  mill would not comply with the revised licensing requirements of the
  Nuclear Regulatory Commission (NRC), the Company began demolition of the
  mill in 1988 and completed that work in 1989.  Since then the Company has
  undertaken substantial reclamation work on the mill site as required by
  the NRC and the Wyoming Department of Environmental Quality (DEQ).  The
  mill and associated buildings have been dismantled and the building
  materials buried in one of the two adjacent tailings ponds where the
  processed ores produced by the mill (mill tailings) were impounded after
  milling.  The mill tailings in the two impoundments have been graded by
  earth moving equipment into mounds covering approximately 40 and 80 acres
  respectively.  A cover of native earth has been placed over the mounds of
  mill tailings, and the tailings piles are being allowed to settle and
  compact naturally.  The remaining reclamation work consists of filling
  and shaping the side slopes of the tailings piles to such a grade as to
  preclude soil erosion and exposure of the tailings, placing a final cover
  of earth over the tailings to limit emission of radon gas into the
  atmosphere to meet Environmental Protection Agency (EPA) standards,
  applying erosion protection to the piles and associated drainages, and
  revegetating and fencing the site.
  
       When the Company discontinued business operations, the DEQ began
  reclamation bond forfeiture proceedings against the Company.  These
  proceedings resulted in bond forfeiture in October 1994.  The reclamation
  of the mill site will now be performed by the DEQ to the extent of the
  available funds.  The Company continues to be responsible for all NRC
  license requirements until such time as the license is terminated or
  transferred to another responsible entity by the NRC.  The state of 
  
  
  
  
  <PAGE>
                                                      PAGE 28
  
  Wyoming has indicated that it will not assume the NRC license, but will
  consent to certain reclamation obligations.  By statute the DEQ may
  recover reclamation costs in excess of the bonded amount from the
  Company.  The total reclamation cost will not be known for several years
  but the State has notified the Company that a potential $3 million cost
  overrun may exist and the Company remains liable for any costs in excess
  of the reclamation deposit.
  
  
  2.  INCOME TAXES.
  
       The Company adopted Statement 109, Accounting for Income Taxes, as
  of January 1, 1993.  There was no cumulative effect of this change in
  accounting for income taxes.  Prior years' financial statements have not
  been restated to apply the provisions of Statement 109.
  
       At December 31, 1998 the Company had approximately $15.6 million of
  net operating loss carryovers which expire during 1998 through 2009.  The
  future utilization of net operating loss carry-overs are subject to rules
  and regulations of the Internal Revenue Service which could prevent
  utilization of the net operating loss and carry-overs.
  
  
  3.  STOCKHOLDERS' EQUITY
  
       The Company's authorized common stock consists of 25,000,000 shares
  of $.04 par value common stock.  Changes in common stock issued and
  outstanding during the years ended December 31, 1996, 1997 and 1998 were
  as follows:
  
  
  <TABLE>
  <CAPTION>
                                              Common Stock
                             -----------------------------------------
                                                         Held in
                                    Issued          Treasury (at cost)   Additional
                             -------------------   -------------------   Paid-in
                             Shares     Amount     Shares     Amount     Capital
                             ---------  --------   -------   ---------   -----------
<S>                          <C>        <C>        <C>       <C>         <C>
Balance, December 31, 1996   7,852,183  $314,080   155,444   $(629,126)  $13,304,849
                             ---------  --------   -------   ---------   -----------
Balance, December 31, 1997   7,852,183  $314,080   155,444   $(629,126)  $13,304,849
                             ---------  --------    -------  ---------  -----------
Balance, December 31, 1998   7,852,183  $314,080   155,444   $(629,126)  $13,304,849
                             =========  ========   ========  =========   ===========
</TABLE>
  
  
  
  
  <PAGE>
                                                      PAGE 29
  
  Redeemable Preferred Stock
  --------------------------
  
       The Company's authorized preferred stock consists of 15,000,000
  shares of $1 par value preferred stock with a liquidation value of $10.00
  per share.  There were no outstanding preferred shares during the periods
  ended December 31, 1998, 1997 and 1996.
  
  
  Stock Warrants
  -------------
  
       The Company had warrants outstanding for the purchase of 49,020
  shares of common stock, exercisable at $0.875 per share, which expired on
  August 26, 1995.
  
  
  Employee Stock Ownership Plan
  ------------------------------
  
       The Company had an Employee Stock Ownership Plan (ESOP) for the
  benefit of its employees.  Contributions to the Plan were made at the
  Company's discretion.  On March 6, 1992 the Board of Directors resolved
  to terminate the  ESOP and replace it with a money purchase plan.  The
  money purchase plan received approval by a vote of the shareholders on
  June 17, 1992.  During the year ended December 31, 1992, the Company made
  contributions to the Plan of 5,272 shares of the Company's common stock. 
  At December 31, 1994 the Plan held 4,235 shares of the Company's common
  stock for the account of prior participating employees that cannot be
  located.  On December 31, 1998, 1997 and 1996 the common stock had
  relatively no market value.
  
  
  Non-qualified Stock Options
  ---------------------------
  
       There were no options exercised during the three years ended
  December 31, 1998 and there were no outstanding options under this Plan
  at December 31, 1998.
  
  
  1992 Incentive Stock Option Plan
  --------------------------------
  
       As of December 31, 1998 there were no stock options outstanding
  under the 1992 Incentive Stock Option Plan.
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 30
  
  1992 Stock Option Plan In Lieu of Directors Fees
  ------------------------------------------------
  
       This plan was terminated by the Board of Directors on January 13,
  1994 because the extremely low price of the Company's common stock
  resulting in the granting of options in amounts which were considered
  excessive by the Board of Directors.
  
  
  Money Purchase Pension Plan
  ---------------------------
  
       During 1992 the Company adopted a Money Purchase Pension Plan
  (herein "Plan"), with a plan year ending each December 31, whereby the
  Company contributed to all participants.  The Company accrued
  contributions of $11,705, for 1994.  The Money Purchase Pension Plan was
  terminated in 1994 upon termination of employment of all of the Company's
  employees.
  
  
  Employment Agreements
  ---------------------
  
       The Company had no employment contracts with any employees at
  December 31, 1998.