SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                             FORM  10 - K

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

                      for the Fiscal Year Ended:
                             
                          SEPTEMBER 30, 1996
          ----------------------------------------------------
                   Commission File Number:  0-17048
          ----------------------------------------------------

                    CENTURION  MINES  CORPORATION
         (Exact name of registrant as specified in its charter)


             UTAH                                      87-0429204
(State or other jurisdiction of               (I.R.S Employer Ident. No.)
incorporation or organization)                                      

   331 South Rio Grande Street, Suite 201, Salt Lake City, Utah 84101
      (Address of principal executive offices, including zip code)

                            (801) 534-1120
        (Registrant's telephone number, including area code)
                             
    Securities Registered Pursuant to Section 12(b) of the Act:
                         Title of each class
                                 None

    Securities Registered Pursuant to Section 12(g) of The Act:
                            Title of class
                    Common Stock, $0.01 Par Value

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
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.      YES    X     NO
                                                         =====       =====
Documents incorporated by reference:  To the extent herein specifically
referenced in Part III, the information contained in the Proxy Statement
for the 1997 Annual Meeting of Shareholders of the registrant, which
will be filed with the Commission pursuant to Regulation 14A within 120
days of the end of the registrant's 1996 fiscal year.  (See Part III.)

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $17,308,594, based upon the average bid
and ask prices ($0.836) on December 16, 1996.

There were 26,859,324 shares of common stock outstanding on December 16,
1996.

Page 1 of 31 Consecutively Numbered Pages.
<PAGE>

                            TABLE  OF  CONTENTS

                                                                     PAGE
ITEM NUMBER AND CAPTION                                               NO.

                                 PART I

Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . .   3

Item 2.   Properties . . . . . . . . . . . . . . . . . . . . . . . .  15

Item 3.   Legal Proceedings  . . . . . . . . . . . . . . . . . . . .  21

Item 4.   Submission of Matters to a Vote of Security Holders  . . .  21

                                 PART II

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters  . . . . . . . . . . . . . . . . . . .  21

Item 6.   Selected Financial Data  . . . . . . . . . . . . . . . . .  21

Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operation . . . . . . . . . . . .  22

Item 8.   Financial Statements and Supplementary Data  . . . . . . .  27

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure  . . . . . . . . . . .  28

                                  PART III

Item 10.  Directors and Executive Officers of the Company  . . . . .  28

Item 11.  Executive Compensation . . . . . . . . . . . . . . . . . .  28

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management . . . . . . . . . . . . . . . . . . . . . . . .  28

Item 13.  Certain Relationships and Related Transactions . . . . . .  28

                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . .  28

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

<PAGE>

                                  PART I

ITEM 1.                           BUSINESS

                         DESCRIPTION OF THE COMPANY

(Please refer to the Glossary at the end of Item 1 for the definition of
certain mining terms used in this Annual Report.)

      BACKGROUND.       Centurion Mines Corporation, including its
subsidiaries ("Centurion" or the "Company") is a U.S. mineral resource
company actively engaged in the acquisition and exploration of mineral
properties containing gold, silver, copper, and other  mineralization. 
In addition to its activities for its own account, Centurion conducts
business through its subsidiaries. The Company operates its business as
an exploration and development mining company, meaning that it receives
and generally intends to receive income from property sales, joint
ventures or other business arrangements with larger companies, as well
as, if warranted, developing and placing its own properties into
production.  The Company controls considerable mining and mineral
exploration properties through leases, options, and mining claims in the
State of Utah, and holds production royalties on additional mineral
property in Utah.  These properties lie in three geographical regions:
(1) the Milford/Beaver area, about 20 miles southwest of Milford, Utah;
(2) the Kings Canyon/Southwestern Utah area, about 70 miles west of
Delta, Utah; and (3) the Tintic Mining District and West Tintic area,
about 70 miles southwest of Salt Lake City, Utah.

      HISTORY.  Centurion's predecessor was formed in 1979 as the
Tintic Joint Venture partnership and subsequently was incorporated in
1984.  Centurion was accepted as a "Small Cap Company" for listing on
the National Association of Securities Dealers Automated Quotations
System (NASDAQ) in November 1988 (symbol: CTMC).  Since its
incorporation, the Company has developed into an experienced exploration
and mining property development company, and has held joint ventures and
exploration contracts with a number of major mining companies.
Administrating from its principal offices in Salt Lake City, Utah,
Centurion has carried out exploration and development activities
throughout Utah and previously in portions of the State of Washington,
and is now also concentrating on implementing mine production from its
own mining properties, notably the OK Mine project.

      CURRENT DEVELOPMENTS.     During fiscal 1996, Centurion
purchased two exploration drills and other field equipment and vehicles,
thus improving its in-house drilling capability while reducing outside
costs, and providing greater flexibility and control in planning its
exploration activities. The Company is currently implementing drilling
programs for the development of additional mineralized resources and
consequent production pertaining to the four project properties
described below. The Company thereby intends to establish a long-term,
stable cash flow to begin funding larger scale exploration and
development in late fiscal 1997 and subsequent fiscal years.

     As of this filing, Centurion is actively engaged in the four
major projects described below:

     (1)     OK OPEN PIT MINE.     The Company plans to construct a
production facility during the last two quarters of fiscal 1997, and to
begin production by the beginning of fiscal 1998, at the site of the OK
Open Pit Copper Mine located northwest of Milford, Utah. This project is
focused on the production of pure copper cathodes by the solvent-
extraction/electrowinning process (SX/EW). An independent feasibility
study, confirmed by Centurion's drilling program, has determined that
there is a  commercially minable ore body at the OK mine site,
containing proven and probable reserves totaling 3.87 million tons of
leachable copper ore in place, grading 0.488 percent copper, and an
additional 6 million tons of copper mineralization with an average grade
of 0.5 percent copper.

     The Company is pursuing several investment financing arrangements for
raising the necessary funds to finance these operations. One of these,
the formation of a limited partnership, is being explored by the Company's
wholly owned subsidiary, Dotson Exploratory Company. Interests in the
limited partnership, the OK Western Copper Company, Ltd., will be offered to
accredited investors and the proceeds will be used to develop the project.
Beginning two years after completion of the offering, investments in the
limited partnership will convert to shares of Centurion common stock having
a market value at least 20 percent above the investment amount.

     (2)     KINGS CANYON.     The Company drilled twenty-five holes during
fiscal 1996, and plans further exploratory work during the remainder of
fiscal 1997 because of the significant gold and silver mineralization
that was found during the 1996 drilling program. Additional exploratory
drilling was also conducted during fiscal 1996 at the Blue Mountain
site, where significant gold mineralization also has been located, with
more drilling planned.

     (3)     "LITTLE BINGHAM".     Additional exploratory work is planned
by joint venture participant BHP Minerals in the West Tintic region, where
drilling has suggested the possible existence of an extensive porphyry
copper/gold deposit. See further discussion below in the section
entitled "Joint Ventures".

     (4)     MAIN TINTIC DISTRICT.    During fiscal 1996, surface facilities
at the Mammoth Mine were developed sufficiently to support an underground
mining operation. MSHA permits are in place and development work has advanced
the shaft down to the lower levels where proven ore reserves have been
delineated. The Company plans to develop several additional shafts and
continues to project long-term potential for production.

     Except for the historical information contained herein, the
matters discussed are forward-looking statements that involve risks and
uncertainties, including the timely development of existing properties
and reserves (such as the OK Copper Mine Project) and future projects,
the impact of metals prices and metal production volatility, changing
market conditions and regulatory environment and the other risks
detailed from time to time in the Company's Form 10-K and Form 10-Q's
filed with the Securities and Exchange Commission. However, actual
results may differ materially from those projected or implied.  As a
result, these forward-looking statements represent the Company's
judgment as of the date of this filing.  Therefore, the Company does not
express any intent or obligation to update these forward-looking
statements because the Company is unable to give any assurances
regarding the likelihood or extent to which any event discussed in a
forward-looking statement contained herein may or may not occur, or of
the material effect that the outcome of any of such forward-looking
event may or may not have on the Company's future business, development
of plans, or financial condition and results of operations.

                GENERAL DEVELOPMENT OF THE COMPANY'S BUSINESS

      STRATEGY.     The Company's corporate strategy from its beginning
has been directed toward the acquisition and control of land and mineral
rights for exploration and development in established mining districts
that have had large and profitable production histories.  This approach
is referred to in the mining industry as "headframe geology," which is
defined as concentrating efforts near previously known, profitable ore
deposits.  The Company explores and develops mineral resources in
conjunction with other larger and better financed companies.  The
Company expects in this way to achieve a major increase in the value of
its assets and to obtain production income with minimum risk of its own
funds for development expenditures and capital investment in production
facilities.  

     In addition to focusing on established mining districts, the
Company also has sought to explore and develop mineral properties in
areas that have not had previous production or were, until recently,
mostly unexplored. These areas include Kings Canyon, Blue Mountain and
the Bradshaw Mining District. At Kings Canyon, for example, the Company
has had considerable success in discovering new gold deposits that
possibly represent another Carlin-type trend. Thus, Centurion has been
alert to new discoveries using modern geologic science and technology.

     The Company also has compiled an extensive library on properties
that it holds, consisting of geological reports, historical data and
maps.  At the same time, the Company remains alert for other
opportunities in the western United States. The Company has no current
intention of extending its operations outside the United States.  

      BUSINESS PLAN.     The long-term business goal of the Company
continues to be the discovery of significant reserves on its mineral
properties by advancing their full exploration and development
potential. The Company's intermediate plan for funding and accomplishing
this goal is to develop a positive cash flow from production at the OK
Copper Mine. Preliminary estimates from the OK Copper Mine business plan
show a projected cash flow, over costs, of as much as $5 million
annually over the next ten years.  With those funds, the Company intends
to carry out exploration drilling and other exploration tasks to develop
significant additional ore reserves which can be sold, joint ventured,
or mined by the company at a profit. Further exploratory drilling at the
OK site is also planned in order to establish the continuity of the ore
zone between the main pit and newly discovered zones east and west of
the present reserves.

     As part of its intermediate business plans, the Company also
intends to add to its projected positive cash flow by continuing to
develop its production capabilities in the North Tintic Mining District,
including projects at the Mammoth and other nearby mines.  The funds
from such production are intended for financing further exploratory
drilling at Kings Canyon and Blue Mountain. Funding for the Company's
other projects, including the Bradshaw Mining District, is expected to
be from more long-term sources of cash flows.

     GOVERNMENT REGULATION OF ENVIRONMENTAL CONCERNS.     The Company
is committed to complying with the various federal, state and local
provisions that regulate the discharge of materials into the environment
and govern the conduct of mining activities for the protection of the
environment. To its knowledge, Centurion was in full compliance during
fiscal 1996.

     To fulfill its environmental compliance obligations, the Company
must attend to the complex requirements of laws encompassing jurisdic-
tional authority over matters affecting land, mineral rights and/or the
surface under which mining activities are proposed.  Such compliance may
materially affect the Company's capital expenditures, earnings and compe-
titive position in the following general areas: 1) surface impact, 2) water
acquisition, 3) site access, 4) reclamation, 5) wildlife preservation, and
6) permit and license qualification. To date, compliance has not had a
material financial effect on Centurion because the Company's activities
likewise have not had a significant impact on the environment.

     As the Company has become more active within its properties,
however, it is reasonable to expect that compliance with environmental
regulations will substantially increase costs to the Company.  Such
compliance may include feasibility studies on the surface impact of the
Company's proposed operations, costs associated with minimizing surface
impact, water treatment and protection, reclamation activities including
rehabilitation of various sites, and on-going efforts at alleviating the
mining impact on wildlife.  Moreover, permits or bonds have been and may
continue to be required to ensure the Company's compliance with
applicable regulations.

     Subsequent to the end of fiscal 1996, the Company completed the
preliminary work necessary to initiate production plans at the OK Copper
Mine Project  in southwestern Utah, and at the Mammoth Mine in the
Tintic Mining District in north-central Utah.  The Company estimates
that reclamation bonding may cost approximately $350,000 during fiscal
1997 and $105,000 during fiscal 1998 as part of the projected operating
expenses in developing the OK Copper Mine Project. Beyond that, the
Company does not anticipate any additional reclamation bonding expense
during the ten year estimated period of operations at the OK Copper Mine
Project. 

     With respect to its other mining projects, the Company does not
estimate any material capital expenditures for environmental control
facilities for the remainder of fiscal 1997 and fiscal 1998.
Nevertheless, future costs of compliance with respect to the remainder
of the Company's mining properties may depend upon the extent and type
of exploration and testing required.  There is no assurance that the
Company will be able to comply with all requirements imposed on such
future development, nor that the Company will be able to economically
operate or pursue exploration and development activities under future
regulatory provisions.

                           OTHER BUSINESS FACTORS

      COMPETITIVE CONDITIONS IN THE INDUSTRY.     The mining industry is
very competitive. Mining companies compete to obtain favorable mining
properties and to evaluate exploration prospects for drilling,
exploration, development, and mining. The Company encounters competition
from a handful of other similarly-situated junior mining companies in
connection with the acquisition of properties capable of profitably
producing gold, silver, copper and other mineralization.  The Company is
unable to ascertain the exact number of such competitor companies;
however, the Company believes that with the development of its projects
at the OK Copper Mine and in the Tintic Mining District, its competitive
position should improve for exploring and developing such properties for
mineralization. Nevertheless, the Company may be unable to acquire or
develop attractive mining properties on terms it considers acceptable.
Accordingly, there can be no assurance that such competition, although
customary in the industry, will not result in delays, increased costs,
or other types of negative consequences affecting the Company, nor that
the Company's programs will yield commercially minable reserves.

      RISK.     There is considerable risk in any mining venture, and
there can be no assurance that the Company's operations will be
successful or profitable. Exploration for commercially minable ore
deposits is highly speculative and involves risks greater than those
involved in the discovery of mineralization.  Even after extensive
exploration and development work has been performed, economic
feasibility under SEC standards cannot be finally determined until a
detailed and comprehensive economic feasibility study has been
concluded.  Further, there is no assurance that a determination of
economic feasibility will apply over time because it is based partly on
assumptions and factors that are subject to fluctuation and uncertainty,
such as metal prices, production costs, and the actual quantity and
grade of ore recoverable.

     Mining companies use the evaluation work of professional
geologists, geochemists, geophysicists and engineers in determining the
exploration and development potential of a specific property or project.
These professional evaluations generally rely on scientific estimates
and economic assumptions, and in some instances may result in the
expenditure of substantial amounts of money on a property before it is
possible to make a final determination as to whether or not the property
contains economically minable ore bodies. From inception to the end of
fiscal 1996, the Company has incurred a deficit of approximately 10
million dollars in implementing its acquisition, exploration and
development activities that have resulted in the control by fee
ownership and holdings through mining leases and claims of over 99,000
total acres of mineral property, which contain proven and probable
reserves at the Tintic properties, totalling 168,400 tons of 0.3 ounces
per ton (opt) gold, 16.6 opt silver, and 2.2 percent copper, and proven
and probable reserves at the OK Mine properties, totalling 3,873,000
tons of 0.488 percent copper.

     PATENTS, TRADEMARKS, LICENSES, FRANCHISES.     The Company does
not own any patents, trademarks, licenses, franchises, or concessions,
except for patented mining claims granted by governmental authorities
and private land owners.

     SEASONABILITY.     The Company's business is generally not seasonal
in nature except to the extent that weather conditions at certain times
of the year may affect the Company's access to some of its properties at
higher elevations.  

     NUMBER OF EMPLOYEES.     The Company currently contracts with
Centurion Exploration, Incorporated, for the services of 16 to 20 full
time employees.  The Company also has contract arrangements with
approximately 12 consultants. The Company may also contract with
additional consultants from time to time, as required by its operations. 
Consultants are treated as independent contractors.  (See "Certain
Relationships and Related Transactions," below.)  

     SECURITIES ISSUANCES.     During fiscal 1996, the Company issued
1,388,656 shares to related parties for cash, and 150,000 shares through
exercises of stock options, all at prices ranging from $0.66 to $1.50
per share for a total of $1,578,266.

                    SUBSIDIARIES AND RELATED COMPANIES  

     MAMMOTH MINING COMPANY AND ITS SUBSIDIARY, THE GOLD CHAIN MINING
COMPANY.     In May of 1994, Centurion acquired control of approximately
58.6 percent of Mammoth Mining Company, which itself controlled
approximately 53 percent of The Gold Chain Mining Company, a Mammoth
subsidiary. Mammoth and Gold Chain own land and leasehold interests in
the Tintic Mining District, including the Mammoth Mine. Following the
acquisition of Mammoth and Gold Chain, Centurion purchased additional
shares of  common stock from their respective shareholders and received
shares from Mammoth and Gold Chain to cancel debt provided by Centurion
to finance certain of their respective operations.  To date, Centurion
has invested a total of approximately $1,552,760 in Mammoth and $23,200
in Gold Chain, and controls approximately 96 percent and 61 percent of
their respective shares.

     DOTSON EXPLORATION COMPANY.     On February 9, 1994, Centurion
entered into an agreement to purchase 41,000 shares of Dotson Exploration
Company ("Dotson Exploration" or "DEC"), from Mark Dotson, the sole share-
holder, for $350,000.  These shares gave Centurion 51 percent ownership of
DEC. That agreement also permitted Centurion to acquire newly-issued shares
by converting dollars spent on the development of DEC properties and
leases at a rate of $12 per share, and to purchase outstanding shares. 
Centurion subsequently acquired additional DEC shares by purchase and
conversion of debt. On January 12, 1995, DEC became a 100 percent,
wholly owned subsidiary of Centurion.  DEC has land and lease ownership,
including the OK Copper Mine properties, in the Milford Area Projects,
located in Beaver County, Utah.

     TINTIC COALITION MINES CORPORATION.     Tintic Coalition is a
Utah corporation, incorporated April 27, 1993, by Centurion for the
purpose of acquiring control of the land and royalty rights to 680 acres
of mining claims in the Tintic Mining District from Tintic Mountain
Mining Company and its subsidiary Tintic Precious Metals, Inc.  Tintic
Coalition acquired 100 percent ownership of the land and royalty rights
to the mining claims by issuing 1,000,000 of its shares to Tintic
Precious, and issuing and conveying 4,510,000 shares to Centurion,
3,996,450 of which were in exchange for Centurion's purchase from Tintic
Mountain Mining of the royalty rights and approximately 25.5 million
Tintic Precious shares.  Centurion acquired control of land and royalty
rights to the 680 acres for approximately $26,700 in cash and 25,000
shares of Centurion's common stock (valued at the then-market price of
$1.00 a share, or $25,000). 

     CENTURION EXPLORATION INCORPORATED.     Centurion Exploration is
a Utah corporation incorporated on July 15, 1993, as a wholly-owned
Company subsidiary. Centurion Exploration currently is engaged in
various activities and corporate purposes, including personnel and
payroll matters for the Company.  

     ROYAL SILVER MINES, INC.     During fiscal years 1991 and 1992,
Centurion acquired a 37.2 percent controlling interest in Royal Silver
Mines, Inc., a Utah corporation formerly known as Consolidated Royal
Mines, Inc. and Royal Minerals, Inc. Royal shares are traded on the OTC
Bulletin Board under the symbol "RSMI". Royal's principal asset
consisted of mining property.  During fiscal 1993, Centurion acquired an
additional 5,400,000 Royal shares, giving Centurion an 82.3 percent
controlling interest in Royal and making it a consolidated subsidiary of
the Company. During fiscal 1995, Royal completed a reorganization and
share exchange with a company unaffiliated with Centurion, resulting in
a decrease in Centurion's ownership to approximately 21.6 percent.
During the third quarter of fiscal 1996, Royal ended its fiduciary
affiliation with Centurion and terminated its agreement with Centurion
Exploration, Inc. for the provision of administrative services and
sharing of office expenses. By the end of fiscal year 1996, Centurion's
ownership had declined to 15 percent.

                              JOINT VENTURES   

     BHP/CENTURION JOINT VENTURE.     On January 16, 1996, Centurion
signed an "Option For Joint Venture" with BHP Minerals International
Exploration, Inc. ("BHP Minerals"), a unit of Broken Hill Proprietary
Company, Ltd. (NYSE:BHP). Broken Hill Proprietary is one of the world's
largest mining companies and the second largest copper producer in the
world. It is a major producer of gold, coal, iron ore, and other
minerals.

     The BHP/Centurion Joint Venture is centered on the "Little
Bingham" copper/gold mining property, and will include 12,000 acres in
the West Tintic Mining District. The Joint Venture is directed towards
exploration and commercial development of a large bulk, porphyry-type
copper/gold system at the Little Bingham site. During the option period,
BHP Minerals performed exploration including geochemical, geophysical,
and geologic surveys, and advised Centurion that the results of those
exploration efforts were favorable.

     BHP Minerals exercised the Option to Joint Venture on July 16,
1996. Since January 1996, BHP Minerals has conducted exploration
activities that include the drilling of 3 exploratory drill holes
totaling 3,190 feet. This geological environment is suggestive of an
extensive porphyry copper/gold mineralized deposit. BHP Minerals is
engaged in an exploration program to further define the porphyry
copper/gold target area.

     Under the terms of the joint venture, BHP Minerals has the option
to earn up to a 75 percent interest in the project by paying all costs
through a positive feasibility study, with periodic cash payments to
Centurion, which as of the date of this filing amount to $15,000. After
earn-in by BHP Minerals, Centurion can maintain a working interest by
paying 25 percent of costs, or may convert to a 15 percent net profits
royalty interest with all costs being paid by BHP Minerals.

                      GLOSSARY OF CERTAIN MINING TERMS

ACID MINE DRAINAGE -- Acidic run-off water from mine waste dumps and
mill tailings ponds containing sulphide minerals.  Also refers to ground
water pumped to surface from mines.
ADIT -- An opening driven horizontally into the side of a mountain or
hill for providing access to a mineral deposit.
ALTERATION -- Any physical or chemical change in a rock or mineral
subsequent to its formation.  Milder and more localized than
metamorphism.
ANTICLINE -- An arch or fold in layers of rock shaped like the crest of
a wave.
ASSAY -- A chemical test performed on a sample of ores or minerals to
determine the amount of valuable metals contained. 
BACKFILL -- Waste material used to fill the void created by mining an
orebody. 
BASEMENT ROCKS -- The underlying or older rock mass.  Often refers to
rocks of Precambrian age which may be covered by younger rocks. 
BASE METAL -- Any non-precious metal (e.g. copper, lead, zinc, nickel,
etc.)
BEDDING -- The arrangement of sedimentary rocks in layers. 
BLOCK CAVING -- An inexpensive method of mining in which large blocks of
ore are undercut, causing the ore to break or cave under its own weight. 
BRECCIA -- A rock in which angular fragments are surrounded by a mass of
fine-grained minerals. 
BULK MINING -- Any large-scale, mechanized method of ming involving many
thousands of tonnes of ore being brought to surface per day. 
CATHODE -- A rectangular plate of metal, produced by electrolytic
refining, which is melted into commercial shapes such as wirebars,
billets, ingots, etc. 
CHALCOCITE -- A sulphide mineral of copper common in the zone of
secondary enrichment. 
CHANNEL SAMPLE -- A sample composed of pieces of vein or mineral deposit
that have been cut out a small trench or channel, usually about 10 cm
wide and 2 cm deep. 
CHUTE -- An opening, usually constructed of timber and equipped with a
gate, through which ore is drawn from a stope into mine cars. 
COMPLEX ORE -- An ore containing a number of minerals of economic value. 
The term often implies that there are metallurgical difficulties in
liberating and separating the valuable metals. 
CONCENTRATE -- A fine, powdery product of the milling process containing
a high percentage of valuable metal. 
CONGLOMERATE -- A sedimentary rock consisting of rounded, water-worn
pebble or boulders cemented into a solid mass. 
CONTACT -- A geological term used to describe the line or plane along
which two different rock formations meet. 
CORE -- The long cylindrical piece of rock, about an inch in diameter,
brought to surface by diamond drilling. 
CROSSCUT -- A horizontal opening driven from a shaft and (or near) right
angles to the strike of a vein or other orebody. 
CUT-AND-FILL -- A method of stoping in which ore is removed in slices,
or lifts, and then the excavation is filled with rock or other waste
material (backfill), before the subsequent slice is extracted. 
DECLINE -- An underground passageway connecting one or more levels in a
mine, providing adequate traction for heavy, self-propelled equipment.
Such underground openings are often driven in an upward or downward
spiral, much the same as a spiral staircase. 
DEVELOPMENT -- Work carried out for the purpose of opening up a mineral
deposit and making the actual ore extraction possible. 
DEVELOPMENT DRILLING -- Drilling to establish accurate estimates of
mineral reserves. 
DIAMOND DRILL -- A rotary type of rock drill that cuts a core of rock
that is recovered in long cylindrical sections, two centimeters or more
in diameter. 
DILUTION (mining) -- Rock that is, by necessity, removed along with the
ore in the mining process, subsequently lowering the grade of the ore. 
DIP -- The angle at which a vein, structure or rock bed is inclined from
the horizontal as measured at right angles to the strike. 
DISSEMINATED ORE -- Ore carrying small particles of valuable minerals
spread more or less uniformly through the host rock. 
DORE -- Unparted gold and silver poured into molds when molten to form
buttons or bars.  Further refining is necessary to separate the gold and
silver. 
DRIFT -- A horizontal underground opening that follows along the length
of a vein or rock formation as opposed to a crosscut which crosses the
rock formation. 
DRILL-INDICATED RESOURCE -- The size and quality of a potential orebody
as suggested by widely spaced drillholes; more work is required before
the resource can be classified as probable or proven reserves.
DUE DILIGENCE -- The degree of care and caution required before making a
decision; loosely, a financial and technical investigation to determine
whether an investment is sound. 
DUMP -- A long and relatively thin body of igneous rock that, while in
the molten state, intruded a fissure in older rocks. 
ELECTROLYTIC REFINING -- The process of purifying metal ingots that are
suspended as anodes in an electrolytic bath, alternated with refined
sheets of the same metal which act as starters or cathodes. 
ENVIRONMENTAL IMPACT STUDY -- A written report, compiled prior to
production decision, that examines the effects proposed mining
activities will have on the natural surroundings. 
EPITHERMAL DEPOSIT -- A mineral deposit consisting of veins and
replacement bodies, usually in volcanic or sedimentary rocks, containing
precious metals, or, more rarely, base metals. 
EXPLORATION -- Work involved in searching for ore, usually by drilling
or driving a drift. 
FACE -- The end of a drift, crosscut or stope in which work is taking
place. 
FISSURE -- An extensive crack, break or fracture in rocks. 
FLOAT --  Pieces of rock that have been broken off and moved from their
original location by natural forces such as frost or glacial action. 
FLOTATION -- a milling process in which valuable mineral particles are
induced to become attached to bubbles and float, while others sink. 
FOOTWALL -- The rock on the underside of a vein or ore structure. 
FRACTURE -- A break in the rock, the opening of which allows mineral-
bearing solutions to enter.  A "cross-fracture" is a minor break
extending at more-or-less right angles to the direction of the principal
fractures. 
FREE MILLING - Ores of gold or silver from which the precious metals can
be recovered by concentrating methods without resort to pressure
leaching or other chemical treatment. 
GALENA -- Lead sulphide, the most common ore mineral of lead. 
GOSSAN -- The rust-colored capping or staining of a mineral deposit,
generally formed by the oxidation or alteration of iron sulphides. 
GRAB SAMPLE -- A sample from a rock outcrop that is assayed to determine
if valuable elements are contained in the rock.  A grab sample is not
intended to be representative of the deposit, and usually the
best-looking material is selected. 
GRADE -- The average assay of a ton of ore, reflecting metal content. 
HANGINGWALL -- The rock on the upper side of a vein or ore deposit. 
HEAD GRADE -- The average grade of ore fed into a mill. 
HEAP LEACHING -- A process involving the percolation of a cyanide
solution through crushed ore heaped on an impervious pad or base to
dissolve minerals or metals out of the ore. 
HIGH GRADE -- Rich ore.  As a verb, it refers to selective mining of the
best ore in a deposit. 
HOST ROCK -- The rock surrounding an ore deposit.
HYDROMETALLURGY -- The treatment of ore by wet processes (e.g.,
leaching) resulting in the solution of a metal and its subsequent
recovery.
INTRUSIVE -- A body of igneous rock formed by the consolidation of magma
intruded into other rocks, in contrast to lavas, which are extruded upon
the surface. 
LAGGING -- Planks or small timbers placed between steel ribs along the
roof of a stope or drift to prevent rocks from falling, rather than to
support the main weight of the overlying rocks. 
LENS -- Generally used to describe a body of ore that is thick in the
middle and tapers towards the ends. 
LEVEL -- The horizontal openings on a working horizon in a mine; it is
customary to work mines from a shaft, establishing levels at regular
intervals, generally about 50 meters or more apart. 
LIMESTONE -- A bedded, sedimentary deposit consisting chiefly of calcium
carbonate. 
LODE -- A mineral deposit in solid rock. 
METAMORPHIC ROCKS -- Rocks which have undergone a change in texture or
composition as the result of heat and/or pressure. 
MILL -- A processing plant that produces a concentrate of the valuable
minerals or metals contained in an ore.  The concentrate must then be
treated in some other type of plant, such as a smelter, to affect
recovery of the pure metal. 
MILLING ORE -- Ore that contains sufficient valuable mineral to be
treated by milling process. 
MINERAL -- A naturally occurring homogeneous substance having definite
physical properties and chemical composition and, if formed under
favorable conditions, a definite crystal form. 
MINERALIZED MATERIAL OR DEPOSIT -- A mineralized body which has been
delineated by appropriate drilling and/or underground sampling to
support a sufficient tonnage and average grade of metal(s). Under SEC
standards, such a deposit does not qualify as a reserve until a
comprehensive evaluation, based upon unit cost, grade, recoveries, and
other factors, conclude economic feasibility. 
MUCK -- Ore or rock that has been broken by blasting. 
NATIVE METAL -- A metal occurring in nature in pure form, uncombined
with other elements. 
NET PROFIT INTEREST -- A portion of the profit remaining after all
charges, including taxes and bookkeeping charges (such as depreciation)
have been deducted. 
NET SMELTER RETURN -- A share of the net revenues generated from the
sale of metal produced by a mine. 
OPEN PIT -- A mine that is entirely on surface.  Also referred to as an
open-cut or open-case mine. 
ORE -- Mineralized material that can be mined and processed at a
positive cash flow. 
ORE PASS -- Vertical or inclined passage for the downward transfer of
ore connecting a level with the hoisting shaft or a lower level. 
OREBODY -- A natural concentration of valuable material that can be
extracted and sold at a profit. 
ORESHOOT -- The portion, or length, of a vein or other structure, that
carries sufficient valuable mineral to be extracted profitably. 
OXIDATION -- A chemical reaction caused by exposure to oxygen that
results in a change in the chemical composition of a mineral. 
PARTICIPATING INTEREST -- A company's interest in a mine, which entitles
it to a certain percentage of profits in return for putting up an equal
percentage of the capital cost of the project. 
PATENT -- The ultimate stage of holding a mineral claim, after which no
more assessment work is necessary because all mineral rights have been
earned. 
PATENTED MINING CLAIM -- A parcel of land originally located on federal
lands as an unpatented mining claim under the General Mining Law, the
fee simple title of which has been conveyed from the federal government
to a private party pursuant to the patenting requirements of the General
Mining Law. 
PILLAR -- A block of solid ore or other rock left in place to
structurally support the shaft, walls or roof of a mine. 
PORPHYRY -- Any igneous rock in which relatively large crystals, called
phenocrysts, are set in a fine-grained groundness. 
PRECAMBRIAN SHIELD -- The oldest, most stable regions of the Earth's
crust, the largest of which is the Canadian Shield. 
PROSPECT -- A mining property, the value of which has not been
determined by exploration.   
PROBABLE (INDICATED) RESERVES -- Resources for which tonnage and grade
and/or quality are computed primarily from information similar to that
used for proven reserves, but the sites for inspection, sampling and
measurement are farther apart or are otherwise less adequately spaced. 
The degree of assurance, although lower than that for proven reserves,
is high enough to assume continuity between points of observation. 
PROVEN (MEASURED) RESERVES -- Resources for which tonnage is computed
from dimensions revealed in outcrops, trenches, workings or drill holes
and for which the grade and/or quality is computed from the results of
detailed sampling. The sites for inspection, sampling and measurement
are spaced so closely and the geologic character is so well defined that
size, shape, depth and mineral content of reserves are well established. 
The computed tonnage and grade are judged to be accurate, within limits
which are stated, and no such limit is judged to be different from the
computed tonnage or grade by more than 20 percent. 
PROVEN AND PROBABLE MINERAL RESERVES -- Reserves that reflect estimates
of the quantities and grades of mineralized material at a mine which the
Company believes could be recovered and sold at prices in excess of the
cash cost of production.  The estimates are based largely on current
costs and on projected prices and demand for such mineralized material.
Mineral reserves are stated separately for each such mine, based upon
factors relevant to each mine. Proven and probable mineral reserves are
based on calculations of reserves provided by the operator of a property
that have been reviewed but not independently confirmed by the Company.
Changes in reserves represent general indicators of the results of
efforts to develop additional reserves as existing reserves are depleted
through production.  Grades of ore fed to process may be different from
stated reserve grades because of variation in grades in areas mined from
time to time, mining dilution and other factors. Reserves should not be
interpreted as assurances of mine life or of the profitability of
current or future operations. 
RAISE -- A vertical or inclined underground working that has been
excavated from the bottom upward. 
RAKE -- The trend of an orebody along the direction of its strike. 
RECLAMATION -- The restoration of a site after mining or exploration
activity is completed. 
RECOVERY -- The percentage of valuable metal in the ore that is
recovered by metallurgical treatment. 
REPLACEMENT ORE -- Ore formed by a process during which certain minerals
have passed into solution and have been carried away, while valuable
minerals from the solution have been deposited in the place of those
removed. 
RESERVES -- That part of a mineral deposit which could be economically
and legally extracted or produced at the time of the reserve
determination. Reserves are customarily stated in terms of "Ore" when
dealing with metalliferous minerals. Reserves are further classified by
SEC guidelines as "Proven Reserves" or "Probable Reserves" according to
the degree of assurance in the reserve determination data.
RESOURCE -- The calculated amount of material in a mineral deposit,
based on limited drill information. 
RIB SAMPLES -- Ore taken from rib pillars in a mine to determine metal
content. 
ROCKBOLTING -- The act of supporting openings in rock with steel bolts
anchored in holes drilled especially for this purpose. 
ROCK MECHANICS -- The study of the mechanical properties of rocks, which
includes stress conditions around mine openings and the ability of rocks
and underground structures to withstand these stresses. 
ROOM-AND-PILLAR MINING -- A method of mining flat-lying ore deposits in
which the mined-out area, or rooms, are separated by pillars of
approximately the same size. 
ROTARY DRILL -- A machine that drills holes by rotating a rigid, tubular
string of drill rods to which is attached a bit.  Commonly used for
drilling large-diameter blastholes in open pit mines. 
ROYALTY -- An amount of money paid at regular intervals by the lessee or
operator of an exploration or mining property to the owner of the
ground.  Generally based on a certain amount per ton or a percentage of
the total production or profits.  Also, the fee paid for the right to
use a patented process. 
RUN-OF-MINE -- A loose term used to describe ore of average grade. 
SAMPLE -- A small portion of rock or a mineral deposit, taken so that
the metal content can be determined by assaying. 
SECONDARY ENRICHMENT -- Enrichment of a vein or mineral deposit by
minerals that have been taken into solution from one part of the vein or
adjacent rocks and redeposited in another. 
SHAFT -- A vertical or steeply inclined excavation for the purpose of
opening and servicing a mine.  It is usually equipped with a hoist at
the top which lowers and raises a conveyance for handling personnel and
materials. 
SHEAR OR SHEARING -- The deformation of rocks by lateral movement along
unnumberable parallel planes, generally resulting from pressure and
producing such metamorphic structures as cleavage and schistosity. 
SHRINKAGE STOPING -- A stoping method which uses part of the broken ore
as a working platform and as support for the walls of the stope. 
SKARN -- Name for the metamorphic rocks surrounding an igneous intrusive
where it comes in contact with a limestone or dolostone formation. 
SOLVENT EXTRACTION-ELECTROWINNIG (SX/EW) -- A metallurgical technique,
so far applied only to copper ores, in which metal is dissolved from the
rock by organic solvents and recovered from solution by electrolysis. 
SPHALERITE -- A zinc sulphide mineral; the most common ore mineral of
zinc. 
STEP-OUT DRILLING -- Holes drilled to intersect a mineralization horizon
or structure along strike or down dip. 
STOCKPILE -- Broken ore heaped on surface, pending treatment or
shipment. 
STOPE -- An underground excavation from which ore has been extracted
either above or below mine level. 
STRATIGRAPHY -- Strictly, the description of bedded rock sequences; used
loosely, the sequence of bedded rocks in a particular area. 
STRIKE -- The direction, or bearing from true north, of a vein or rock
formation measured on a horizontal surface. 
STRINGER -- A narrow vein or irregular filament of a mineral or minerals
traversing a rock mass. 
STRIPPING RATIO -- The ratio of tons removed as waste relative to the
number of tons or ore removed from an open pit mine. 
SUBLEVEL -- A level or working horizon in a mine between main working
levels. 
SULPHIDE -- A compound of sulphur and some other element. 
TAILINGS -- Material rejected from a mill after more of the recoverable
valuable minerals have been extracted. 
TAILINGS POND -- A low-lying depression used to confine tailings, the
prime function of which is to allow enough time for heavy metals to
settle out or for cyanide to be destroyed before water is discharged
into the local watershed. 
TREND -- The direction, in the horizontal plane, or a linear geological
feature (for example, an ore zone), measured from true north. 
TROY OUNCE -- Unit of weight measurement used for all precious metals.
The familiar 16-ounce avoirdupois pound equals 14.583 Troy Ounces. 
UNPATENTED MINING CLAIM -- A parcel of property located on federal lands
pursuant to the General Mining Law and the requirements of the state in
which the unpatented claim is located, the paramount title of which
remains with the federal government.  The holder of a valid, unpatented
lode mining claim is granted certain rights including the right to
explore and mine such claim under the General Mining Law. 
VEIN -- A mineralized zone having a more or less regular development in
length, width and depth which clearly separates it from neighboring
rock. 
VUG -- A small cavity in a rock, frequently lined with well-formed
crystals.  Amethyst commonly forms in these cavities. 
WALL ROCKS -- Rock units on either side of an orebody.  The hangingwall
and footwall rocks of an orebody. 
WASTE -- Barren rock in a mine, or mineralized material that is too low
in grade to be mined and milled at a profit. 
WINZE -- An internal shaft. 
ZONE OF OXIDATION -- The upper portion of an orebody that has been
oxidized.

ITEM 2.                         PROPERTIES  

     The Company owns, or controls through leases and mining claims,
99,019 acres of mining and mineral exploration properties within the
state of Utah. The properties are categorized into project areas. Table
2.1 provides an overview of the Company's projects in terms of acreage
and the nature of the property holding.

<TABLE>
<CAPTION>

TABLE 2.1 - COMPANY PROPERTIES AND PROJECTS

<S>                     <C>                     <C>             <C>             <C>             <C>
                                                                Utah            Federal
                                                                State           Unpatented
                                                Private         Mineral         Mining
                                                Property        Leases          Claims          TOTAL
Company Project         Geographical Region     (Acres)         (Acres)         (Acres)         (ACRES)
====================    ====================    ========        ========        ========        ========
OK - South Utah Copper  Milford/Beaver             982           2,456           5,247           8,685
Blue Mountain           Milford/Beaver              --           4,119           8,910          13,029
Bradshaw-Cave Canyon    Milford/Beaver             260           1,311             950           2,521
Kings Canyon            Southwestern Utah           --           5,760          40,035          45,795
Tintic                  Tintic District         11,133           1,930           1,693          14,756
West Tintic-Centurion   West Tintic District     9,774              --           1,129          10,903
Other Miscellaneous     Utah (miscellaneous)     1,113           1,920             297           3,330
                                                ======          ======          ======          ======
--                      TOTALS:                 22,262          17,496          58,261          99,019
</TABLE>

<TABLE>
<CAPTION>

TABLE 2.2 - DRILLING COMPLETED DURING FISCAL 1996 USING COMPANY DRILL RIGS

<S>                             <C>                     <C>
                                Number of               Total Amount of
Company Project                 Holes Drilled           Footage Drilled
===================             =============           ===============
OK - South Utah Copper                     50                    12,740
Kings Canyon                               22                    17,800
Tintic - Trench 14                         15                     5,100
Tintic - Dragon Mine Area                   2                     1,625
Tintic - Ajax Mine Area                     2                     1,820
Tintic - Mammoth Mine Area                  4                     1,000
Blue Mountain                               5                     2,305
                                =============           ===============
TOTALS:                                   100                    42,390
</TABLE>

                 COMPANY DRILL RIGS AND DRILLING CAPABILITY

     The Company has pursued a vigorous equipment acquisition plan
since fiscal 1995. In that year the Company purchased a track-mounted
percussion drill with a depth capability of 250 feet. During fiscal
1996, the Company purchased three additional exploration drill rigs and
accessory equipment: (1) a Longyear Model 44 diamond core drill that has
a depth capability in excess of 2,000 feet; (2) a CP 650 drill, which is
a truck-mounted reverse circulation rotary drill that has a depth
capability of 1500 feet; and (3) a Bazooka drill, which is an air-
powered drill designed for drilling core underground and has a depth
capability of 150 feet. Also during fiscal years 1995 and 1996, the
Company acquired accessory equipment including two water trucks, two air
compressors, drill steel, tools and four support trucks. During fiscal
1996, the Company engaged the qualified services of trained personnel to
operate these drill rigs at the OK Copper Mine, Kings Canyon, Tintic,
and Blue Mountain project areas, as shown above in Table 2.2.

                              COMPANY ASSAY LAB

     During fiscal 1996, the Company also began the installation of a
complete professional level assay lab at its Mammoth, Utah office, and
engaged the services of experienced professionals and staff to conduct
the Company's assay work. This assay lab is scheduled to be completed
during the second quarter of fiscal 1997. Thereafter, the Company
anticipates that it will not be dependent upon the services of outside
assay labs for its production assay work, instead relying upon outside
labs only for necessary verification. This should reduce delays in
receiving assay results and hasten exploration and mine development
based on such assay results.

                              COMPANY PROJECTS

     The Company's projects hold excellent potential for significant
mineral discoveries. During fiscal 1996 the Company focused considerable
time and money on mineral exploration at the Kings Canyon Project. Also
during fiscal 1996, the Company established a complete surface support
facility for mining and exploration at its Tintic Project, and began
renovation of the Mammoth mine shaft in preparation of future
production. 

     The Company has prioritized its projects for fiscal 1997, as it
did for fiscal 1996, in terms of its goal of generating cash flow from
production and increasing shareholder value through mineral discovery.
In fiscal 1996, for example, the Company entered a joint venture with
BHP Minerals at the "Little Bingham" property in West Tintic, thereby
increasing capital expenditures through the participation of a larger
mining company. For fiscal 1997, the OK Copper Mine-South Utah Project
holds the best potential for generating near-term cash flow from mine
production.  Also during 1997, the Company is actively pursuing joint
venture partners for both its Kings Canyon and Tintic projects. 

     The following sections discuss the OK Mine-South Utah Copper
Project, the Kings Canyon Project, and the Tintic Project in detail. A
final section reviews the property potential of the Company's other
less-advanced projects. (However, because the terms of the BHP-Centurion
joint venture are discussed above in Item 1, under the heading entitled
"Joint Ventures", it is not discussed further in Item 2.)

OK OPEN PIT MINE - SOUTH UTAH COPPER PROJECT (OK MINE PROJECT): 
---------------------------------------------------------------
     The Company's 8,685 acre OK Mine Project is located about 10
miles northwest of Milford, Utah. The project property is centered
around the Company-owned OK Mine which contains significant proven and
probable oxide copper reserves. The Company operates the OK Project
through its 100 percent owned subsidiary, Dotson Exploration Company
("Dotson Exploration"), and intends to construct a solvent-extraction
electrowinning (SX/EW) copper recovery plant at the OK Mine during
fiscal 1997. From the copper reserves mined in the project area, the
plant will produce 99.998 percent pure copper cathodes for sale to
manufacturers and commodity brokers. This production effort is at the
heart of the Company's near-term business plan. The Company intends to
apply a portion of the cash flow from sales of these copper cathodes
towards the funding of continued exploration and development on its
other mineral properties, with the long-term view goal of increasing
shareholder value. 

     The OK Mine property is situated in the Beaver Lake mining
district, which was established in the late 1800's, and produced gold
and silver, as well as copper and other base metals. The previous
operators of the OK Mine ceased production in 1974 when the average ore
grade dropped below 1 percent copper, leaving a large tonnage of
mineralized rock. Because of advances in SX/EW copper recovery
technology, this mineralization has been determined to be mineable at a
profit, even at substantially lower grades than 1 percent copper. 

     In addition to the proven and probable copper reserves in the OK
Mine, the surrounding property contains widespread oxide copper
mineralization at the surface and outstanding potential for the
discovery of proven oxide copper mineralized resources at depth. The
property also has potential for a large-tonnage, buried copper-
molybdenum porphyry deposit. The Company is currently conducting an
aggressive drill program on the property to increase the proven oxide
copper reserves and to explore for a large buried porphyry copper
deposit. 

     In January 1996, the Company hired the HMS Co., an independent
mine planning firm, to complete a preliminary feasibility study for the
OK Mine based on Company drilling results completed through 1995. HMS
calculated ore reserves using the cross-sectional method with a cutoff
of 0.2 percent copper at the surface increasing to 0.3 percent at levels
below 500 feet. The HMS calculations indicate that the OK contains
1,900,000 tons of proven-probable ore grading 0.623 percent copper. Low
grade ore dumps which the previous operators had stockpiled in
anticipation of higher copper prices total an additional 1,973,000 tons
of proven-probable ore grading 0.319 percent copper. Based on HMS
recommendations, the Company completed a comprehensive surveying and
backhoe sampling program in July 1996 to determine the tonnage and grade
of the stockpiles as reported here. This tonnage of in-place and
stockpiled ore, which contains about 36 million pounds of copper, is
sufficient for the first four years of mining with SX/EW copper recovery
methods. HMS also estimated that the potential resource outside the
existing OK Mine pit totaled 6,000,000 tons grading 0.5 percent copper.
HMS based this estimate on scattered drill results, surface geochemical
sampling and geologic mapping. HMS concluded in its March 14, 1996
report:

      "The OK Copper Mine Project is viable, and has the
     potential to generate a positive annual cash flow of more
     than $5,000,000. Development should proceed at the OK
     Mine, with the aim of bringing the mine into production in
     1997."

     Based on the favorable preliminary feasibility study, the Company
hired Mr. Rick Havenstrite as OK Project Manager, and Mr. Bill McCombs
as OK Mine Construction Manager and Process Superintendent in April
1996. The two men had worked together from 1992 to 1996 at Arimetco's
Yerington, Nevada copper mine and SX/EW plant as General Manager and
SX/EW and Construction Superintendent, respectively. Havenstrite is a
registered professional mining engineer (Nevada #7210) with 16 years of
mining experience. McCombs has completed three years of university level
engineering training and has 23 years experience in management of SX/EW
mining operations.

     Under the direction of Havenstrite and McCombs, support personnel
of the Company began work on permit applications for the OK Project in
April 1996. By the end of fiscal 1996, the Company had received the
following permits: (1) Special Use Permit from Beaver County, Utah; (2)
Power Line Right-of-Way Permit from the US Bureau of Land Management and
the Utah Highway Department; and (3) Ground Water Usage Permit from the
Utah Department of Environmental Quality. Under the Groundwater Usage
Permit, the Company completed two water wells for the Project. Water
supply at the Project site is plentiful and more than adequate for the
planned SX/EW operation. The Company has authorization to complete a
third water well when desired.

     As of the date of this filing, the Company's Air Quality Permit
and Ground Water Discharge Permit applications were under review by the
Utah Department of Environmental Quality, and the Company's Reclamation
Plan Permit application was under review by the Utah Department of Oil,
Gas and Mining. The Company expects to receive these three permits
during or following the second quarter of fiscal 1997. To the Company's
knowledge, no federal permits are required for either air quality,
reclamation or ground water because the OK will operate on the Company's
Dotson Exploration-owned private property. Dotson Exploration has
completed all state-required archeological and environmental surveys for
the OK Project. The State of Utah requires no further archeological,
plant and wildlife studies because no archeological sites or endangered
species of plants or animals are currently known to exist in the Project
area.

     In its report of March 14, 1996, HMS recommended that the Company
complete exploration drilling along a 500 foot wide and 3000 foot long
fault zone which trends roughly east of the existing OK pit. This fault
zone is known as the "OK-Mary I Trend" because it connects the OK Mine
with the historic Mary I underground prospect about 2,000 feet east of
the OK. Beginning in April 1996, the Company completed 22 reverse
circulation and 28 air-track percussion holes along the OK-Mary I trend
for a total of 12,740 feet of drilling on the property during fiscal
year 1996. The Company intends to continue drilling during the first and
second quarters of 1997 and then complete a new comprehensive reserve
calculation. Preliminary results of drilling around the Mary I prospect
are particularly favorable. The ore at the Mary I exists near-surface
and will require minimal stripping. It is the Company's forward-looking
projection, based on all indications to date, that the estimate by HMS,
which calculates an additional 6 million tons of mineral resources,
suggests a conservative assessment of the property potential.  

     The Company estimates that the construction of the SX/EW plant
and the commencement of mining operations at the OK will require an
estimated $6 million, and be completed within six months. Cash flow from
sales of copper cathode are expected to be generated within the first
quarter of operations. Thereafter, the Company anticipates that the OK
Mine Project will finance all of the Company's operations internally
through continued sales of copper cathode. 

KINGS CANYON PROJECT:
---------------------
     Kings Canyon is a large, high quality, grass-roots gold
exploration property first identified in 1988. Centurion's project area
of 45,795 acres lies about 60 miles west of the town of Delta, Utah, and
is accessible by US Highways 6 and 56 and by improved gravel and dirt
roads. The property has no previous mining history. Electrical and water
supply are available near or within the project area for mining
operations.

     The Kings Canyon area is host to widespread gold mineralization
and geochemical anomalies over 50 square miles. Although Kings Canyon is
a "grass roots" project, the Main Discovery Area contains a drilled out,
shallow gold deposit which contains more than 200,000 ounces of gold
upon which Centurion owns a 4 percent production royalty interest. Cash
costs for this discovery were less than $10 per ounce of contained gold.
Comprehensive geologic studies of the Kings Canyon area by Centurion
since 1992 have established that the Discovery Area was only one of the
more favorable drill targets on the property. 

     The Company conducted a 22 hole, 17,800 foot drilling program on
the property in fiscal 1996. In August 1996, Centurion's drill hole CKC-
96-10, tested an area several miles south of the Main Discovery and
intercepted gold at a grade of 0.615 ounces per ton and silver at a
grade of 2.3 ounces per ton in the 10 foot interval between 250 to 260
feet. Between 270 and 280 feet the gold grade was 0.112 ounces per ton.
Between 420 and 450 feet the silver grade was 2.9 ounces per ton. The
Company is currently drilling a core hole next to the site of CKC-96-10
using its Longyear Model 44 diamond core drill rig. The core from the
hole should provide substantial geologic insight into this new gold
discovery zone and will be used to direct further exploration drilling
in the area.    

     Adjacent to Centurion's 100 percent controlled properties, the
Company owns a 4 percent production royalty on all minerals produced
from 82 claims (1,600 acres), and the Company owns a 1.5 percent
production royalty on an additional 12 Utah Mineral Leases (5,500 acres)
held by another company. Centurion's data base from exploration
completed from 1988 to present includes assays from more than 200 drill
holes totaling more than 100,000 feet, assays from 1,751 surface rock
chip samples collected over a 60 square mile area, and geophysical
survey data from VLF, CSAMT and ground magnetic surveys on specific
targets. 

     Metallurgical tests conducted on drill cuttings from the Main
Discovery deposit indicate that gold can be economically recovered by
using standard cyanide heap leach techniques. Bottle roll tests were
conducted on six composite samples representing nine drill holes. Gold
recoveries averaged about 75 percent with 96 hours of leaching.
Extraction rates were rapid, with recovery substantially complete in 6
to 24 hours. Cyanide consumption averaged 0.29 pounds per ton.

      For the past several years concern about the nearby King Top
wilderness study area (WSA) has delayed exploration of a portion of the
Kings Canyon property. However, the Main Discovery deposit and
Centurion's CKC-96-10 gold discovery zone are both outside the WSA, as
are most of the promising exploration targets. Centurion's management
believes that the WSA will not be approved for permanent inclusion
within the wilderness system. The U.S. Bureau of Land Management, which
manages federal wilderness and wilderness study areas, and the Utah
state government have both concluded that the King Ton WSA is unsuitable
for wilderness designation. All of Centurion's present exploration
targets are outside the present King Top WSA. 

     The Company expects to have a joint venture partner to finance
its Kings Canyon Project within fiscal 1997.  

TINTIC PROJECT:
---------------
     The Tintic mining district lies about 70 miles southwest of Salt
Lake City. The value of past production of gold, silver, copper, lead
and zinc from the district in today's dollars is close to $2 billion.
Centurion's Tintic properties of 14,756 acres are strategic to the
Company's business plan of establishing cash flow from production in
order to finance mineral exploration and discovery. Centurion now owns
or controls 40 historic previously producing mines with a combined past
production history of more than 1.8 million ounces of gold, 165 million
ounces of silver and 200 million pounds of copper. 

     Centurion has full ownership of six of the top historic producers
in the district: the Mammoth, the Grand Central, the Centennial Eureka,
the Gold Chain, the Victoria, and the Bullion Beck mines. This complex
of mines, and others which Centurion controls, were neither mined nor
explored deeper than the permanent water table. No other mines in the
immediate vicinity conducted commercial mining operations greater than
1,500 feet below the permanent water table. Economic conditions during
the 1920's and 1930's forced the closure of many of these mines.
Furthermore, property boundary disputes often hindered development. 

     By consolidating ownership and control of these properties,
Centurion has eliminated the land boundary problems. By consolidating
these properties in the 1990's -- with today's metal prices and modern
mining and de-watering methods -- Centurion has the incentive and the
technology to carry out an intensive exploration and development program
on its Tintic properties. Furthermore, the Company has proven and
probable ore in the Mammoth Mine. The mining and sale of this ore
potentially could finance the entire exploration and development
program.

     Mammoth mine records show that the shaft pillar, a mineralized
zone proximal to the mine shaft from the 150 foot level to the 550 foot
level, contains an estimated 42,000 tons of probable ore grading 0.18
ounces per ton gold, 23 ounces per ton silver, and 4.5 percent copper.
The Company believes that these reserves are mineable from the surface
using the existing shaft and underground workings. Mine records also
show that the New Park Mining Company drilled into significant ore
reserves in the 2400 to 2600 foot levels of the Mammoth during the
1970's and left these reserves in-place when they terminated operations.
These proven and probable reserves total 116,000 tons grading 0.284
ounces per ton gold, 15.2 ounces per ton silver and 1.3 percent copper. 

     During fiscal 1996, the Company began engineering plans for con-
structing a decline ramp which would intersect the Mammoth workings at
about the 1600 foot level and again at about the 2600 level, as well as
intersect other exploration targets in the area such as the Butterfly Stope
in the Grand Central mine to the east. "Ramp mining" is a modern production
technique that uses trackless equipment to remove ore for less than $16
per ton, a significantly lower cost than the approximate $40 per ton
cost of traditional shaft and rail car method. The Company would
initially use the ramp technique to mine the Mammoth New Park reserves
and any other ore zones encountered. The ramp would also serve as an
underground drilling platform throughout its length. Ultimately the ramp
could be extended to access the exploration targets beneath the water
table throughout all of Centurion's properties in the area.

     In December 1996, Company geologists completed a comprehensive
series of reports which outline and summarize several dozen surface and
underground exploration targets on Centurion's Tintic properties. The
reports culminate a work-in-progress which began in 1993. The targets
have be developed from geochemical sampling, surface and underground
geologic mapping, and previous drilling. The reports are now being
submitted to potential joint venture partners.

     During fiscal 1996, the Company drilled 2,820 feet in 6 holes
around the surface of the Mammoth and Ajax mines. The Company also re-
timbered the Mammoth shaft to the 300 foot level, refurbished the
Mammoth shaft hoist, overhauled the Company's electrical mine equipment,
and installed electrical and air supply to the Mammoth mine, all
according to modern MSHA standards. In addition, the Company also
drilled a water well, obtained water use permits, and established a
water delivery and plumbing system for the entire Mammoth mine complex.
The system includes three pumps, about 11,000 feet of pipeline, two
10,000 gallon storage tanks and a 100,000 gallon reservoir. Last, but
not least, a septic system was installed.

     Renovation of the shop buildings, offices and houses at the
Mammoth complex, a project that was begun in 1995, neared completion in
1996. The Mammoth complex, which includes a professional quality assay
lab, is a central exploration-support facility not just for the Tintic
Project, but for all of the Company's other projects as well. 

     In 1996, the Company also drilled 5,100 feet in 15 holes around
the Sunbeam mine area, a mile south of Mammoth, and 1,625 feet in two
holes at the Dragon mine, about 2000 feet north of the Sunbeam. The
Sunbeam holes explored a disseminated gold target known as the Trench 14
area. This is a gold mineralized zone that measures at least 800 by 1000
feet, and is open for extension on three sides and at depth. The two
Dragon holes tested for additional zones of copper mineralization which
were identified by a series of 1993 drill holes. Follow-up work is
required in both areas. 

     The Company sent samples of Dragon halloysite clay to a leading
manufacturer of fine china in September. Results of suitability tests
for using Dragon clay in china manufacturing are pending. In July 1996,
the Company acquired a Utah state mineral lease in western Utah which
contains high quality halloysite. Samples of this halloysite were sent
to the same manufacturer. Their tests indicate that this halloysite is
high grade and suitable for fine china manufacturing. The manufacturer
has expressed a desire for bulk quantities. Centurion plans to drill
test the deposit in 1997 to determine available tonnage.   

OTHER PROJECTS:
---------------
The Company's other projects include Blue Mountain, 13,029 acres, and
Bradshaw-Cave Canyon, 2,521 acres. Both are located in the
Milford/Beaver area. The Blue Mountain Project, located about 30 miles
southwest of Milford, Utah is the more advanced of the two. 

     Disseminated copper mineralization is widespread across the Blue
Mountain property with numerous small prospects that contain ore grade
bearing rock. Centurion geologists have also discovered one large zone
of gold mineralization at the surface measuring at least 8,000 feet long
and 1,000 feet wide, with maximum surface values of 0.078 ounces per ton
gold. Geological evidence indicates a porphyry copper environment and
related gold deposits. The Company drilled 2,305 feet in five holes at
Blue Mountain in fiscal 1996.  The Blue Mountain property offers an
excellent opportunity for the discovery and development of commercially
mineable gold and copper ore reserves. Extensive further drilling is
planned for 1997.

     The Bradshaw-Cave Canyon property is located about 12 mile
southeast of Milford, Utah in the Bradshaw mining district. The Bradshaw
district was one of the first mining districts developed by Utah
pioneers during the 1800's. Mineralization on the property consists of
widespread gold, silver and copper disseminations and veins in limestone
wallrocks. The property has never been drilled by modern exploratory
methods. Centurion exploration to date consists of only of geochemical
sampling and reconnaissance mapping. Nine of 14 surface samples gathered
in the fall of 1995 contained gold grades greater than 0.100 ounces per
ton. The highest grade was 0.983 ounces per ton gold. All of the samples
contained greater than 0.19 percent copper. The highest copper grade was
4.82 percent. An exploration drill program to test the property is
planned for fiscal 1997.

     The project entitled "West Tintic - Centurion Project" in Table
2.1, of 10,903 acres, is not part of the Little Bingham - BHP joint
venture, but represents private mineral rights and federal mining claims
which Centurion holds for its own account. The Company did not conduct
any exploration or development work on these properties during fiscal
1996, and none is planned for fiscal 1997. Finally, the project entitled
"Other Misc." in Table 2.1, represents 3,330 collective acres of
disparate mineral properties. The Company did not perform any
exploration or development work during fiscal 1996, and none is planned
during fiscal 1997.

ITEM 3.                         LEGAL PROCEEDINGS

     The Company is not aware of any pending legal proceedings incidental
to the Company's business or properties that involve primarily a claim for
damages in excess of 10 percent of current assets, excluding interest and
costs.  The Company is involved as a defendant in a state court action
actively contesting a claim that it breached a lease agreement. The plaintiff
in that suit is seeking damages in the amount of $100,000, which is signifi-
cantly less that 10 percent of current assets. Management of the Company
believes that there is only a very small likelihood of a significant unfa-
vorable outcome and, therefore, no adjustments to the financial statements
have been made to reflect a material  uncertainty regarding the Company's
exposure to liability. Management and legal counsel are of the opinion that
the ultimate disposition of such litigation should have no material adverse
effect on the Company's financial position or results of operations.    

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to security holders during the fourth quarter
of fiscal 1996.

                                   PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Centurion's common shares are traded in the over-the-counter
market and have been quoted since 1988 on the National Association of
Securities Dealers Automated Quotations System (Nasdaq) under the
symbol: CTMC.  The prices listed below are the highest and lowest sales
quotations reported to Centurion during each fiscal quarter for the
period October 1, 1994, through September 30, 1996.  These quotations
reflect inter-dealer prices, without retail markup, markdown, or
commission, and may not necessarily represent actual transactions:       
     

       FISCAL QUARTER ENDED     HIGH    LOW               
       December 31, 1994        2.38    1.31
       March 31, 1995           2.25    1.31
       June 30, 1995            1.72    1.19
       September 30, 1995       2.31    1.13
       December 31, 1995        2.06    1.41
       March 31, 1996           2.03    1.38
       June 30, 1996            1.88    1.31
       September 30,1996        1.66    0.88
 
     At December 16, 1996, there were approximately 820 shareholders of
record of Centurion's common shares.  

     Since its inception, Centurion has not paid any dividends on its
common shares, and does not anticipate that dividends will be paid in
the immediate future.    


ITEM 6.             SELECTED FINANCIAL DATA

     The selected financial data included in the following table have
been derived from and should be read in conjunction with and are
qualified by the Company's consolidated financial statements and notes
set forth elsewhere in this report.  Historical financial data for
certain periods may be derived from financial statements not included
herein.

<TABLE>
<CAPTION>

SELECTED FINANCIAL DATA FISCAL YEAR ENDED SEPTEMBER 30
<S>                       <C>            <C>            <C>            <C>           <C>
                          1996           1995           1994           1993 <F1>     1992 <F1>
                          ------------   ------------   ------------   -----------   -----------
RESULTS OF OPERATIONS:    $              $              $              $             $

Revenues                            0              0              0              0       830,100

Loss before extra-
ordinary item              (1,660,483)    (2,635,655)    (2,372,790)    (1,142,513)     (401,993)

Net income (loss)          (1,660,483)    (2,635,655)    (2,372,790)    (1,142,513)      155,216

Loss per common share
before extraordinary item        (.07)          (.11)          (.12)          (.06)         (.02)

Net income (loss)
per common share                 (.07)          (.11)          (.12)          (.06)         (.01)

BALANCE SHEET DATA:       $              $              $              $             $

Total assets                9,770,328      8,658,470      8,492,800      4,161,162     2,955,912

Working capital
(deficit)                      16,695        (51,771)       637,171        290,104       294,467

Long-term debt                106,436              0              0              0             0

Stockholders' equity        9,256,926      8,265,862      7,940,307      3,828,689     2,669,776

<FN>  Certain reclassifications have been made to the fiscal 1993 and 1992 consolidated financial
statements in order to conform to the fiscal 1995 presentation. (See Note 2.d to the Consolidated
Statements.)
</FN>
</TABLE>

ITEM 7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                AND RESULTS OF OPERATION

                                          GENERAL

     There is considerable risk in any mining venture, and there can
be no assurance that the Company's operations  will be successful or
profitable.  From inception of the Company to September 30, 1996, the
Company has an accumulated deficit of $10,654,508.  Exploration for
commercially minable ore deposits is highly speculative and involves
risks greater than those involved in the discovery of mineralization. 
Mining companies use the evaluation work of professional geologists,
geophysicists and engineers in determining whether to acquire an
interest in a specific property, or whether or not to commence
exploration or developmental work.  These professional evaluations are
not always scientifically exact, and in some instances result in the
expenditure of substantial amounts of money on a property before it is
possible to make a final determination as to whether or not the property
contains economically minable ore bodies.  The economic viability of a
property can not be finally determined until extensive exploration and
development work plus a detailed economic feasibility study have been
performed.  Also, the market prices for mineralization produced are
subject to fluctuation and uncertainty, which  may negatively affect the
economic viability of properties on which expenditures have been made.

     As of September 30, 1996, $8,849,485 of the Company's total
assets of $9,770,328 are investments in mineral properties for which
additional exploration is required to determine if they contain ore
reserves that are economically recoverable.  The realization of these
investments is dependent upon the success of future property sales, the
existence of economically recoverable reserves, the ability of the
Company to obtain financing or make other arrangements for development,
and upon future profitable production.  The ultimate outcome of this
matter cannot be determined at this time; and, accordingly, no provision
for any asset impairment which may result in the event the Company is
not successful in developing or selling these properties has been made
in the Company's consolidated financial statements.

FINANCIAL CONDITION.
--------------------
     At September 30, 1996, the Company had a positive cash balance of
$133,556 and accounts receivable of $33,842, of which $28,842 was collected
subsequent to year end, and positive working capital of $16,695. Subsequent
to September 30, 1996, the Company received an additional $193,500 from the
sale of common shares. These funds will be used for future operating expenses.
The Company's long-term debt is in the form of equipment leases.

LIQUIDITY AND CAPITAL RESOURCES.
--------------------------------
     In comparison with its financial condition at September 30, 1996, the
Company had, at September 30, 1995, $17,510 of cash, accounts receivable of
$202,839, and negative working capital of $51,771. As in fiscal 1995, manage-
ment determined for fiscal 1996 that it would be in the best interests of the
Company to limit the private placement of common stock. The $5,000 receivable
at September 30, 1995, and the $5,000 receivable at September 30, 1996, were
for routine items due the Company. Prepaid mining leases decreased primarily
due to a net relinquishment of leased mineral properties. Mineral properties,
however, increased  from $7,974,092 at September 30, 1995, to $8,849,485 at
September 30, 1996, as a result of investments in, and the acquisition and
exploration of, properties and equity investments in cash.

     Accounts payable decreased from $216,649 as of September 30, 1995, to
$206,622  as of September 30, 1996, primarily because of management's efforts
to reduce expenses.  The accrued expenses payable increased from $11,818 as
of September 30, 1995 to $45,587 as of September 30, 1996.  For fiscal 1995,
this expense item was  the result of an accrual for directors' fees and em-
ployees' salaries; for fiscal 1996, this expense item was the result of the
accrual of employees' salaries, associated taxes and workers compensation
insurance. Directors' fee shares are issued only upon the fulfillment of cer-
tain conditions, but the fees are recorded on the Company's books at the
earliest time that fees could become due, even though all of the conditions
may not be met until a later date. 

     The amount of cash used by the Company's operations decreased
from $1,986,290 for fiscal 1995, to $521,981  for fiscal 1996. This
decrease is primarily the result of a significant increase in the amount
of "other income" thereby reducing the net loss for fiscal 1996. Also,
the amount of cash used by the Company on acquisition and exploration of
mineral properties increased from $307,220 in fiscal 1995 to $506,262 in
fiscal 1996. This increase primarily is due to the acquisition of
certain field and exploration equipment, whose purchase allows Company
personnel to perform necessary exploration work with less dependence
upon the availability of outside equipment and at a lower cost to the
Company.  The Company expended $250,551 in fiscal 1996 and $266,556 in
fiscal 1995, to acquire equipment.  The Company funded its cash
expenditures primarily by issuing common shares for cash in the amount
of $1,578,266 in fiscal 1996, and $1,867,000 in fiscal 1995. As in
fiscal 1995, the Company expended $0 in fiscal 1996 to acquire interests
in subsidiary companies.

     During the years ended September 30, 1996 and 1995, the Company
made non-interest bearing advances to related parties of $25,000 and
$182,904, respectively, and received payments from related parties of
$193,997 and $68,133, respectively.  During the years ended September
30, 1996 and 1995, the Company received advances from a shareholder of
$5,961 and $33,400, respectively, and made payments of $32,800 and
$32,850, respectively, on those advances.

     Management expects the Company's consolidated cash expenditures
will approximate $3,170,000 during fiscal 1997.  The anticipated cash
expenditures consist of the following:  $900,000 for exploration and
development activities; $750,000 for production-related activities;
$100,000 for acquisition of mineral properties; $220,000 for property
lease payments; and $1,200,000 for general and administrative expenses. 
These cash expenditures are expected to be primarily funded from:  1)
$150,000 from the sale of properties; 2) $1,820,000 of production
income; 3) $1,000,000 from the partial liquidation of Royal common
stock; and 4) $200,000 from joint venture partners.  At September 30,
1996, the Company had working capital of $16,695. The Company also
contemplates financing further exploration of its mineral properties
through joint venture arrangements.

     The Company's long-term debt is partially related to the lease of
equipment that was acquired during fiscal 1996. The other multi-year
obligations of the Company are note payments on mining claims the
Company has purchased, payments on mining claim leases that are
cancelable at the Company's option, and a long-term debt obligation to a
related company.  Moreover, if the Company is not successful in raising
additional equity capital, achieving production profitability, selling
some of its mineral properties, or negotiating joint venture
arrangements, the Company will reduce the level of expenditures by
releasing some properties to match its cash flow position.

     The Company does not have sufficient capital to fully explore and
develop its mineral properties.  The Company plans to continue financing
its exploration activities through joint ventures, production
activities, equity funding, or by selling properties and retaining
royalty interests.  In addition, the Company expects to receive
royalties from properties that were sold during fiscal 1993 and which
currently are under exploration and development by larger mining
companies.

                            RESULTS OF OPERATIONS

Fiscal 1996 as Compared to Fiscal 1995.
---------------------------------------
     During fiscal 1996 and 1995 the Company had no revenues. Centurion did
not receive advance mineral royalties or reimbursements  related to venture
properties.  No properties were sold in fiscal 1996 or 1995; therefore, there
was no corresponding cost of mineral properties sold.

     General and administrative expenses increased to $1,886,451 in
fiscal 1996 from $1,776,876 in fiscal 1995. The increase primarily is
the result of the increase in personnel and payroll expense. Accounting
fees decreased from $118,000 in fiscal 1995 to $51,209 in fiscal 1996,
primarily as a result of the decrease in the number and value of common
shares issued to accounting personnel for services and in the fees paid
to the Company's independent public accountants.  Also, fees paid to
consultants for technical, promotional and administrative work decreased
from $679,000 during fiscal 1995 to $476,975 in fiscal 1996 due to a
decrease in the number of consultants engaged by the Company. Office
leasing costs increased from $51,000 in fiscal 1995 to $76,600 in fiscal
1996, due to the requirement for additional office space during fiscal
1996.

     The costs for office and technical supplies and of producing the
Company's annual report decreased from $79,000 in fiscal 1995 to $52,600
in fiscal 1996, primarily as a result of cost-cutting policies
implemented by management of the Company.  Legal expenses decreased from
$202,000 in fiscal 1995 to $131,501 in fiscal 1996, primarily because
fewer mineral properties and companies were acquired in fiscal 1996 than
in 1995, thereby reducing the legal fees and costs.

     In an effort to preserve cash, the Company has traditionally paid
some of its expenses by issuing shares of common stock.  (See "Summary
of Stock Issuances," below.)  The Company paid directors' fees during
each of fiscal 1995 and 1996 by issuing shares of common stock and
accounting for accruals of unissued shares. Centurion issued and accrued
the same number of shares for directors' fees during fiscal 1995 as
during fiscal 1996.  The value of the shares issued and accrued,
however, increased from $203,300 to $341,975 during 1995 and 1996,
respectively. Because of the non-consolidation of Royal's accounts with
Centurion's, the value of share issuances by Royal to its directors is
not added to Centurion's general and administrative expense for fiscal
1996.

     Management of the Company believes the nature and level of
general and administrative expenditures is appropriate, given the lack
of operating revenue.  The Company is continually evaluating potential
mineral properties to acquire, administering exploration activities on
current mineral properties, and preparing promotional materials for use
in seeking additional sources of funds either through joint venture
arrangements or additional equity investments.  During fiscal 1996, the
Company was successful in obtaining additional equity investments and in
acquiring various mineral properties.

     Mineral lease expense increased from $204,821 in fiscal 1995 to
$266,152 in fiscal 1996.  The increase was due to the acquisition of
additional mineral properties held under lease.

     Depreciation expense increased from $106,328 in fiscal 1995 to
$136,282 in fiscal 1996.  The Company acquired additional field and
mining equipment, vehicles, and computer equipment for evaluation of the
increased amount of technical data.

     The increase in interest and other income from $29,956 in fiscal
1995 to $155,254 in fiscal 1996, was the result primarily of joint
venture payments to Centurion, an increase in the amount of management
consulting fees paid to the Company, and from consideration received in
the sale of an option agreement regarding Royal Silver shares.

     For fiscal 1996, the Company did not incur any loss from dilution
of equity investment in any of its subsidiaries. However, during fiscal
1994, the Company's ownership interest in Royal decreased from 80.1
percent to 65.5 percent, resulting in a loss of $40,877 to the Company,
as a result of an issuance by Royal of 127,500 shares of its common
stock for compensation to its directors, and certain of its officers and
consultants. In fiscal 1995, the Company experienced a loss of $686,809
on its investments accounted for under the equity method, due to the
reduction in its ownership in Royal to 21.1 percent brought about as a
result of the Royal-Celebration reorganization. The Company also
experienced a loss of $154,431 from the disposition of assets, resulting
from the abandonment of property held by Mazama Gold Corporation. In
fiscal 1996, the Company recognized a gain of $482,413 from the sale of
shares of common stock of Royal Silver Mines, Inc.

     As a result of the lack of revenues, the losses from operations
and the negative income (expense), the Company had a net loss of
$1,660,483, or $.07 per common share, in fiscal 1996 as compared to a
net loss of $2,635,655, or $.11 per common share, in fiscal 1995.

     As noted, property sales cannot be predicted, and continuing
revenues will not be generated by the Company until royalties on the
properties sold are received or until the Company has a property in
production.  The Company is continuing to pursue opportunities to sell
additional properties, as well as placing certain of its mineral
properties into production.

FISCAL 1995 AS COMPARED TO FISCAL 1994.
---------------------------------------
     During fiscal 1995 and 1994 the Company had no revenues. Centurion did
not receive advance mineral royalties or reimbursements related to venture
properties. No properties were sold in fiscal 1995 or 1994; therefore, there
was no corresponding cost of mineral properties sold.

     General and administrative expenses decreased to $1,776,876 in
fiscal 1995 from $2,341,714 in fiscal 1994.  The decrease is the result
of several factors.  Accounting fees decreased from $159,000 in fiscal
1994 to $118,000 in fiscal 1995 as a result of the decrease in the
number and value of common shares issued to accounting personnel for
services and in the fees paid to the Company's independent public
accountants.  Also, fees paid to consultants for technical, promotional
and administrative work decreased only slightly from $689,000 during
fiscal 1994 to $679,000 during fiscal 1995.  The cost of consultative
engagements for both fiscal 1995 and 1994 was approximately the same due
to the substantial amount of such consultative activities necessary for
the acquisition of properties and subsidiary companies, and the
supervisory administration of the exploration and development of these
properties and companies.  Office space leasing costs also decreased,
from $54,000 in fiscal 1994 to $51,000 in fiscal 1995.

     Office and technical supplies and the costs of the Company's
annual report increased from $70,000 in fiscal 1994 to $79,000 in fiscal
1995.  The Company used these materials to respond to the increase in
requests for information about the Company from the investment community
and for providing technical information used to evaluate the Company's
mineral properties.  Legal expenses increased from $92,000 in fiscal
1994 to $202,000 in fiscal 1995; the increase is due largely to
non-recurring litigation costs (of matters that have been resolved or
terminated in its favor), and is also the result of the acquisition of
properties and subsidiaries, and costs related to additional regulatory
or environmentally-related filings and activities.

     In an effort to preserve cash, the Company has traditionally paid
some of its expenses by issuing shares of common stock.  (See "Summary
of Stock Issuances," below.)  Directors' fees were paid by issuing
shares of common stock or accruals for unissued shares during each of
fiscal 1994 and 1995. Centurion issued and accrued the same number of
shares for Directors' fees during fiscal 1994 as during fiscal 1995. 
The value of the shares issued and accrued, however, decreased from
$211,000 to $171,000 for fees earned during 1994 and 1995, respectively. 
Because of the non- consolidation of Royal's accounts with Centurion's,
the value of share issuances by Royal to its Directors is not added to
Centurion's general and administrative expense for fiscal 1995, thereby
resulting in the largest decrease in general and administrative expense
as compared to fiscal 1994, during which Royal was a consolidated
subsidiary of Centurion, and had issued shares valued at $649,000 to its
Directors and Officers.

     Management of the Company believes the nature and level of
general and administrative expenditures is appropriate, given the lack
of operating revenue.  The Company is continually evaluating potential
mineral properties to acquire, administering exploration activities on
current mineral properties, and preparing promotional materials for use
in seeking additional sources of funds either through joint venture
arrangements or additional equity investments.  During fiscal 1995, the
Company was successful in obtaining additional equity investments and in
acquiring various mineral properties.

     Mineral lease expense increased from $138,761 in fiscal 1994 to
$204,821 in fiscal 1995.  The increase was due to the acquisition of
additional mineral properties held under lease.

     Depreciation expense increased from $38,823 in fiscal 1994 to
$106,328 in fiscal 1995.  The Company acquired additional field and
mining equipment, vehicles, and computer equipment for evaluation of the
increased amount of technical data.

     Interest and other income decreased from $48,856 in fiscal 1994
to $29,956 in fiscal 1995, as a result of the reduction in the Company's
investment of cash received from private placements.

     For fiscal 1995, the Company did not incur any loss from dilution
of equity investment in any of its subsidiaries.  However, during fiscal
1994, Royal issued 127,500 shares of common stock to its Directors,
certain Officers, and consultants for compensation.  That issuance
decreased the Company's ownership interest in Royal from 80.1 percent to
65.5 percent, resulting in a loss of $40,877 to the Company.  In fiscal
1995, the Company experienced a loss of $686,809 on its investments
accounted for under the equity method, due to the reduction in its
ownership in Royal to 21.1 percent brought about as a result of the
Royal-Celebration reorganization.  The Company also experienced a loss
of $154,431 from the disposition of assets, resulting from the
abandonment of property held by Mazama Gold Corporation.  Both of these
losses are non-recurring in nature, and did not occur in fiscal 1994.

     As a result of the lack of revenues, the losses from operations
and the negative income (expense), the Company had a net loss of
$2,635,655, or $.11 per common share, in fiscal 1995 as compared to a
net loss of $2,372,790, or $.12 per common share, in fiscal 1994.

     As noted, property sales cannot be predicted, and continuing
revenues will not be generated by the Company until royalties on the
properties sold are received or until the Company has a property in
production.  The Company is continuing to pursue opportunities to sell
additional properties.

                             OTHER MATTERS

     The Financial Accounting Standards Board has issued new
Statements of Financial Accounting Standards entitled "Accounting for
Impairment of Long-Lived Assets" and "Accounting for Stock-Based
Compensation." The Company does not believe that adoption of these
standards will have a material effect on the financial statements,
although the Company has not performed a detailed analysis of the impact
of these statements. See Note 2 to Financial Statements.

     The Company's operations are subject to comprehensive regulations
with respect to environmental safety and similar matters by the U.S.
Department of the Interior, the U.S. Department of Agriculture, the U.S.
Environmental Protection Agency, the U.S. Mine Safety and Health
Administration, and similar state and local agencies.  Failure to comply
with applicable laws, regulations and permits can result in delays in
operations, injunctive actions, damages, and civil and criminal
penalties.  As the Company expands or changes its existing operations or
proposes new operations, it may be required to obtain additional or
amended permits or authorizations.  The Company believes its operations
are presently in substantial compliance with applicable air and water
quality laws and regulations.

     Given management's significant reliance on the issuance of
capital stock for various purposes, the following table summarizes by
category the number of shares and the total value assigned to the shares
for each of the fiscal years 1996, 1995, and 1994.  All shares issued to
affiliates of the Company are assigned a dollar value on the books at
their market value. Nonrestricted, free-trading shares issued to
non-affiliates are also valued at market. The value assigned is
determined based on the average of the bid and ask price on the date of
issuance.  By comparison, the value assigned to restricted shares is
determined based on other issuances of restricted shares for cash, which
generally has been 85 percent of the value of nonrestricted shares on
the date of issuance.

<TABLE>
<CAPTION>
SUMMARY OF STOCK ISSUANCES

<S>                             <C>                      <C>                      <C>
                                FYE 1996                 FYE 1995                 FYE 1993
                                ----------------------   ----------------------   ----------------------
                                <C>         <C>          <C>         <C>          <C>         <C>           <C>         <C>
                                               $ Value                  $ Value                  $ Value
Description                      # Shares     Assigned    # Shares     Assigned    # Shares     Assigned
--------------------------      ---------   ----------   ---------   ----------   ---------   ----------

Stock issued For Services:

 Compensation - Employee          258,350      369,297     193,700      527,430     100,250      297,673
  Directors' Fees                 245,000      341,975     143,000      203,300      40,000       93,188
  Consulting - Geologic            16,800       22,344      38,700       78,174       1,100        2,385
  Services - Nonemployee           36,100       52,345      23,250       45,403      17,000       28,600
                                ---------   ----------   ---------   ----------   ---------   ----------
                                  556,250      785,961     398,650      854,307     158,350      421,846
Repayment of Cash Advances
and Notes Payable                  25,000       38,760       8,000       13,050       8,534       20,000
Lease Payments                        100          156      25,100       40,803           0            0

Mineral Property
& Business Acquisitions:
  Dotson Exploration              136,400      218,404     105,000      186,050     120,600      433,796
  Royal Silver Mines                    0            0           0            0         800      456,956
  Jefferson-Pacific                     0            0           0            0     140,000      366,800
  South Iron Blossom               20,000       30,000           0            0           0            0
                                ---------   ----------   ---------   ----------   ---------   ----------
                                  181,500      287,320     105,000      186,050     261,400    1,257,552
Issuance of Shares for
  Cash in Private Placements 
  and Regulation S Offerings    1,388,656    1,353,266     900,000    1,252,000   2,616,000    5,047,510
Upon Exercise of Stock Options    150,000      225,000     210,000      315,000      25,000       37,500
                                ---------   ----------   ---------   ----------   ---------   ----------
                                1,538,656    1,578,266   1,110,000    1,567,000   2,641,000    5,085,010
--------------------------      ---------   ----------   ---------   ----------   ---------   ----------

TOTALS:                         2,276,406   $2,651,547   1,646,750   $2,661,210   3,069,284   $6,784,408
                                =========   ==========   =========   ==========   =========   ==========
</TABLE>

ITEM 8.                 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Consolidated Financial Statements and the Report of Independent Public
Accountants are filed as part of this report on pages F-1 through F-27.

ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                                AND FINANCIAL DISCLOSURE

     There have been no changes in or disagreements with the Company's
independent public accountants during the Company's two most recent fiscal
years, 1995 and 1996, or any subsequent interim period.

                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

ITEM 11.       EXECUTIVE COMPENSATION

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Part III (Items 10, 11, 12 and 13) shall be
incorporated by reference from the Company's definitive proxy statement
to be filed pursuant to Regulation 14A with the Securities and Exchange
Commission not later than 120 days after the end of fiscal year covered
by this Annual Report on Form 10-K.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

A.  Index to Supplemental Schedules

    TITLE OF DOCUMENT                                                PAGE NO.
     Supplemental schedules:
       -  Report of Independent Public Accountants on Schedules   
           
       -  Schedule V - Property and equipment for the years 
            ended September 30, 1996, 1995 and 1994              
                    
       -  Schedule VI - Accumulated depreciation, depletion and   
            amortization of property and equipment for the years 
            ended September 30, 1996, 1995 and 1994              
                    
All other schedules are omitted because they are not applicable or the
required information is included in the financial statements or notes
thereto.   

B.   Reports on Form 8-K   

During the 1996 fiscal year the Company filed one report on Form 8-K,
dated July 16, 1996.

C.   Index to Exhibits  

The following documents are incorporated herein by reference to
Centurion's Registration Statement on Form 10, as filed with the
Securities and Exchange Commission, dated September 16, 1988.  

EXHIBIT    SEC. NO.     DOCUMENT
 3.1             3      Articles of Incorporation   
 3.2             3      Articles of Amendment   
 3.3             3      By-Laws of the Company           
10.1            10      North Lily Mining Lease  
10.2            10      Sharon Steele Lease

    The following document is incorporated herein by reference and was filed
under Form 8-K on May 23, 1990.  

10.3            10      Centurion/Crown Joint Venture Agreement  

The following document is incorporated herein by reference and was filed
under Form 10-K, 1991.  

   4.1           4      Amendment to Articles of Incorporation Limiting
                        Director Liability  

The following documents are incorporated herein by reference and were
filed under Form 8-K on August 25, 1992 and September 28, 1992.  

10.4            10      Sale of Mining Properties By Royal Minerals, Inc.
10.5            10      Change of Independent Public Accountants

The following documents are incorporated herein by reference and were
filed under Form 10-K, 1992.  

10.6            10      Deed with Reservation of Mineral Royalty -
                         January 1992 Sale of 80 acres to Kennecott  
10.7            10      July 1992 Purchase and Sale Agreement of 16,880
                         acres to Kennecott 
10.8            10      July 1992 Kennecott Option to Purchase 6,320
                         acres  
10.9            10      Deed and Assignment with Reservation of Mineral
                         Royalty - September 1992 Sale of 6,320 acres to
                         Kennecott
10.10           10      Settlement of Centurion/Crown Litigation  
10.11           10      Consultant Agreement - Barry Katona  

The following documents are incorporated herein by reference and were
filed under Form 8-K on March 23, 1993, and June 23, 1993.  

10.12           10      Agreement in Principle to form Kennecott/Centurion
                         Joint Venture.
10.13           10      Private Placement of 1,404,000 shares

The following document is incorporated herein by reference and was filed
under Form 8-K, dated April 29, 1994.  

10.14           10      Letter Agreement between Consolidated Royal Mines,
                         Inc. and Montana Reserves Company, related to the
                         Montanore Project.

The following document is incorporated herein by reference and was filed
under Form 8-K, dated November 3, 1994.

16.1            16      Letter to the Commission from Arthur Andersen
                         LLP concurring with disclosures concerning its
                         dismissal as Centurion's independent auditor.

The following documents are incorporated herein by reference and were
filed under Form 10-K, dated January 13, 1995.

 3.2             3(i)   Articles of Amendment
10.15           10      Stock Purchase Agreement between Centurion ("CTMC")
                         and Dotson  Exploration Company ("DEC") dated
                         February 9, 1994
10.16           10      First Amendment to Stock Purchase Agreement between
                         CTMC and DEC dated March 21, 1994
10.17           10      Second Amendment to Stock Purchase Agreement
                         between CTMC and DEC dated March 22, 1994
10.18           10      Third Amendment to Stock Purchase Agreement
                         between CTMC and DEC dated April 15, 1994
10.19           10      Agreement and Plan of Reorganization between CTMC and
                         Jefferson-Pacific Corp. ("JP") dated May 20, 1994
10.20           10      First Amendment to Agreement and Plan of Reorgani-
                         zation between JP and CTMC dated July 14, 1994
10.21           10      Articles of Share Exchange between JP and CTMC dated
                         September 30, 1994, filed in the State of Utah
10.22           10      Articles of Share Exchange between JP and CTMC dated
                         September 30, 1994, filed in the State of Washington

The following document is incorporated herein by reference and was filed
under Form 8-K, dated August 23, 1995.  

99.01           99      Letter to Registrant from SEC Salt Lake District
                         Office, dated August 23, 1995, indicating
                         termination of SEC staff inquiry investigation.

The following documents are filed as Exhibits to this Form 10-K and
incorporated by reference herein.  

27.01           27      Financial Data Schedule to Form 10-K for the
                         Year Ended September 30, 1996

                              POWER OF ATTORNEY

     The Registrant and each person whose signature appears below has
designated and appointed Spenst Hansen and Carlos M. Chavez, and each of
them as its or his true attorneys-in-fact ("Attorneys-in-Fact") with
full power to act alone and authority to execute in the name of each
such  person, and to file with the Securities and Exchange Commission,
together with any exhibits thereto and other documents therewith, any
and all amendments to this Form 10-K that may be necessary or advisable
to enable the Registrant to comply with the Securities Exchange Act of
1934, as amended, and all rules, regulations and requirements pertaining
thereto, which amendments may make such other changes in the Form 10-K
as the aforesaid Attorneys-in-Fact executing the same deem appropriate.

                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.  

CENTURION MINES CORPORATION

  /s/   Spenst Hansen               /s/   Randy Sutherland
-------------------------------   ------------------------------------------
By: Spenst Hansen, President      By: Randy Sutherland, Controller
CHIEF EXECUTIVE OFFICER           PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

Dated:   December 24, 1996        Dated:   December 24, 1996  
         ----------------------            -----------------------

      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
Company and in the capacities and on the dates indicated.  

CENTURION MINES CORPORATION  

By:     /s/   Spenst Hansen       Dated:  December 24, 1996  
   ----------------------------           ---------------------
   Spenst Hansen, Chairman

By:    /s/   Orson Mabey, III     Dated:  December 24, 1996
   ----------------------------           ---------------------
     Orson Mabey III, Director

By:    /s/   J.D.H. Morgan        Dated:  December 24, 1996
    ---------------------------           ---------------------
     J.D.H. Morgan, Director

By:    /s/   Mark Dotson          Dated:  December 24, 1996
    ----------------------------          ---------------------
     Mark Dotson, Director