UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                          Form 10-QSB
 
Quarterly Report under Section 13 or 15(d)of the Securities       
Exchange Act of 1934 For Quarterly period ended September 30,
1996 

Transaction report under section 13 or 15(d) of the exchange act
For the transition period from                to                
Commission file number                   0-1519                 
                               
                        LEADVILLE CORPORATION                  
   (Exact Name or Registrant as Specified in its Charter)

       COLORADO                         84-0388216                
 (State of Incorporation)   (I.R.S. Employer Identification No.)

2851 S. PARKER ROAD, SUITE 610, AURORA, COLORADO         80014  
    (Address of Principal Executive Office)           (Zip Code)

                            (303) 671-9792                        
  
                       (Issuer's telephone number)

                              N/A                                
(Former name, address and former fiscal year, if changed since
last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act during the preceding 
12 months (or for such shorter period that the registrant was
required to file  such reports), and (2) has been subject to 
such filing requirements for the past 90 days.    Yes   X   No    


          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
             PROCEEDINGS DURING THE PRECEDING FIVE YEARS
                                    
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the 
Exchange Act after the distribution of
securities under a plan confirmed by a court.    Yes       No  
    
                                    
                  APPLICABLE ONLY TO CORPORATE ISSUERS
                                    
                                  9,805,352               
State the number of Shares of the issuer's classes of             
   common equity, as of the latest practicable date:
                                             
      Transitional Small Business Disclosure Format (Check 
one):  
                          Yes         No   X   
                                    
                                    
                                    
                                    
                                    
                             LEADVILLE CORPORATION
                          INDEX TO FINANCIAL STATEMENTS
                          AND SUPPLEMENTARY INFORMATION
                                    


                                                                  
PART I - FINANCIAL INFORMATION                         Page

FINANCIAL STATEMENTS 

     Balance sheets                                    3 - 4
     Statements of operations                            5
     Statements of stockholders' equity                  6
     Statements of cash flows                            7
     Notes to financial statements                     8 - 12    

PLAN OF OPERATION                                        13


PART II - OTHER INFORMATION
  
     Legal proceedings                                14 - 15
     Exhibits and reports on Form 8-K                    16 
 




                                    -2-

PART I                                                       
ITEM 1. FINANCIAL STATEMENTS
                                                   
                         LEADVILLE CORPORATION
        
                                Balance Sheets
                              September 30, 1996     
                                 (Unaudited)
    
                                 September 30,      December 31,
                                     1996                1995   
    
    ASSETS                                          
    
    CURRENT ASSETS
    
       Cash                      $    265,164       $     2,780
       Prepaid expenses and other      10,165             7,640
       
    
          Total current assets        275,329            10,420
    
    
    PROPERTY AND EQUIPMENT, at cost             
     (Notes 2 and 3)     
       Mining properties, including
        assets acquired under
        capital leases              7,356,979         7,356,979
        Buildings and equipment:                                  
             
         Mine, including assets
          acquired under capital
          leases                    1,219,564         1,219,564 
         Mill                         829,032           829,032
         Other                        108,143           108,143
         Land                          22,429            22,429
  
                                    9,536,147         9,536,147
         Less accumulated depreciation and
          depletion including amortization
          applicable to assets acquired under
          capital leases           (2,753,317)       (2,736,074)

                                    6,782,830         6,800,073

     OTHER ASSETS: 
      Investments - certificates
       of deposit                     133,000           133,000
      Inventories                     397,264           408,589

                                      530,264           541,589
                                
                                 $  7,588,423      $  7,352,082



                                          -3-
          
 


                               September 30,     December 31,  
                                   1996              1995    


LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
  Related parties: (Note 4)
    Convertible debentures
     (Note 3)                    $    440,000     $    531,000
    Notes payable, stockholders
     (Note 3)                         328,000          508,500
    Accrued interest payable        3,017,469        2,848,489
    Due to officers and directors      11,525            6,351
  Notes payable-other                 100,000          100,000
  Accounts payable                    295,936          307,324
  Accrued expenses                    107,094          146,871
  Capital lease obligations (Note 3)  782,486          741,824
                                      
        Total current liabilities   5,082,510        5,190,359


SETTLEMENT OF LITIGATION (Note 3)     100,000          100,000


LONG-TERM DEBT:
  Related parties                        -                -   
  Other                                  -                -   


COMMITMENTS AND CONTINGENCIES (Note 3)



STOCKHOLDERS' EQUITY 
   Capital stock, par value $1 per share;
    authorized 15,000,000 shares; issued and
    outstanding September 30, 1996, 9,805,352 and
    December 31, 1995, 8,953,571     
    shares                          9,805,352        8,953,571
   Additional paid-in capital       8,450,682        8,457,949
                                   18,256,034       17,411,520
  Accumulated deficit             (15,850,121)     (15,349,797)

      Total stockholders' equity    2,405,913        2,061,723
  
                                 $  7,588,423     $  7,352,082


See Notes to Financial Statements.       
                                       -4- 
                                                                  
                    
                                                                  
             Part I
                           LEADVILLE CORPORATION 

                          STATEMENTS OF OPERATIONS
                Nine months ended September 30, 1996 and 1995    
                                   (Unaudited)
  
                          Three Months          Nine Months
                      ended September 30,   ended September 30,

                            1996      1995       1996      1995

Operating revenue     $    -     $    -     $    -     $    -   


Operating costs and expenses:
General and 
 administrative          84,089     39,182    169,504    122,218
Depreciation                751        212     17,243        636

Total operating
 expenses                84,840     39,394    186,747    122,854
                                                                
Operating loss          (84,840)   (39,394)  (186,747)  (122,854)

Financial income and expense:
Interest income           1,597        453      4,422      2,403
Other income                315     56,261      1,515     57,461
Interest expense        (94,704)  (103,407)  (319,514)  (308,800)


Total financial income  
 (expense)              (92,792)   (46,693)  (313,577)  (248,936)

                         
Net loss              $(177,632) $ (86,087) $(500,324) $(371,790)

Net loss per capital  
 share                $    (.02) $    (.01) $    (.05) $    (.04)



Weighted average number of
 capital shares outstanding
 (total shares)       9,555,352  8,953,571  9,115,499  8,953,571







See Notes to Financial Statements.

                                        -5-                       
                  
                                                       
                            LEADVILLE CORPORATION

                      STATEMENTS OF STOCKHOLDERS' EQUITY
                         Nine Months ended September 30, 1996    
                                 (Unaudited)


                September 30, 1996           December 31, 1995  

                Shares       Amount          Shares      Amount

Capital Stock 9,805,352  $  9,805,352      8,953,571 $ 8,953,571

Additional Paid-In                           
 Capital                    8,450,682                  8,457,949
                                                                  
   
Accumulated deficit,
 December 31, 1995        (15,349,797)               (15,349,797)
     
                            2,906,237                $ 2,061,723

Net Loss,
 September 30, 1996          (500,324)

                         $  2,405,913

























See Notes to Financial Statements.

                                        - 6 -

                                
                            LEADVILLE CORPORATION
                           STATEMENTS OF CASH FLOWS
                Nine Months Ended September 30, 1996 and 1995
                             
                                          1996             1995  
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                        $  (500,324)     $  (371,790)
   Adjustments to reconcile net loss 
   to net cash provided by (used) in
   operating activities: 
    Depreciation                        17,243              636
   
     Change in assets and liabilities:
       (Increase) decrease in:                                    
                  
          Prepaid expenses              (2,525)          (2,531)
          Inventories                   11,325             -
        Increase (decrease) in:                
          Accounts payable             (11,388)           6,064 
          Accrued expenses             (39,777)         (90,378)
          Officer payables               5,174           22,038
          Accrued interest             281,496          300,812
          Capital lease obligations     40,662           40,619

        Net cash provided by (used
          in) operating activities    (198,114)         (94,530)

  CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from borrowing, related
   parties                              45,000          102,500
  Proceeds from sale of stock          508,000             -   
  Repayment of loans and interest      (92,502)            -   

         Net cash provided by financing
          activities                   460,498          102,500

         Increase (decrease) in cash and
          cash equivalents             262,384            7,970

Cash and cash equivalents:
  Beginning                              2,780             -   

  Ending                            $   265,164       $    7,970  


Supplemental disclosures of non-cash
  investing and financing activities:     
   Capital stock issued for forgiveness
    of notes payable, convertible
    debentures and other liabilities to 
    stockholders and/or officers   $   336,515       $     -   

See Notes to Financial Statements.   

                                         -7-

                           LEADVILLE CORPORATION
                                      
                       NOTES TO FINANCIAL STATEMENTS
                            SEPTEMBER 30,  1996



Nature of Business and Significant Accounting Policies:

Nature of Business - Leadville Corporation (the Company) is
engaged in the development and mining of hard rock
mineral properties in Lake and Park Counties, Colorado.

Inventories - Inventories are stated at the lower of cost
(average method) or market value.  Inventories consist of
operating and maintenance supplies.  In 1995, the Company began
amortizing, as necessary, the carrying value of
inventory to recognize declining useful life and obsolescence
for those items which are not anticipated to be used in the
foreseeable future.

Property and Equipment - Mining properties consist primarily
of patented and unpatented mining claims.  Mining
properties include the cost of acquisition and accumulated
exploration and development expenditures incurred in the
pre-production stage.

In the event such mining properties are developed into
producing properties, depletion of these related costs will
be computed on the unit-of-production method, based on
estimated tons of recoverable ore reserves.  If the properties
are determined to be incapable of producing commercial
quantities of ore, the costs will be charged to operations in
the period in which the determination is made.

The Company provides for depreciation of buildings and
equipment on the straight-line method, to apportion costs over
the estimated useful lives of the assets which range
principally from five to twenty years.  During 1995, the
Company began to recognize depreciation on fixed assets which
are not in service and which are not anticipated to be placed
in service in the foreseeable future, in order to recognize the
declining useful life of such assets.  

Income Taxes - The Company accounts for income taxes under the
liability method, whereby deferred tax assets and
liabilities are recorded for the expected future tax 
consequences of events that have been included in the financial
statements or tax returns.  Under this method, deferred tax
assets and liabilities are determined based on the difference
between the financial statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.

Net Income (Loss) Per Capital Share - The net income (loss) per
capital share is based on the weighted average number
of shares outstanding during the period.  Convertible debt has
not been included in the computation of fully diluted
earnings per share because its effect would be anti-dilutive.

Capitalization of Interest - The Company capitalizes interest
expense as part of the historical cost of acquiring certain
assets which require an extended period of time to prepare them
for their intended use (see Note 3).  Subsequent to 1988,
interest has been expensed due to the suspension of development
activities.

Use of Estimates - The preparation of the Company's 
consolidated financial statements in conformity with generally
accepted accounting principles requires the Company's 
management to make estimates and assumptions that affect the
amounts reported in these financial statements and 
accompanying notes.  The Company makes significant assumptions
concerning the realizability of its investment in property and
equipment, and the ultimate liabilities associated with
asserted claims (see Note 5).  Management believes that the
interim financial statements include all adjustments
necessary in order to make the financial statements not
misleading. 


                                    - 8 -
Continuing operations:

On August 15, 1996, the Company signed a Letter of Intent 
to form a joint-venture with Canuc Resources Corporation 
("Canuc") of Toronto, Ontario, for developing and operating
Leadville's  Diamond-Resurrection property.  Under terms
of the proposed joint venture arrangement,  Canuc has the 
right to earn up to a 51% interest in the property in
consideration for advancing the property's development and
settling certain of the Company's obligations.  Canuc has
purchased 500,000 shares of Leadville stock providing the 
Company with needed working capital.  Canuc has also agreed
to purchase up to $1,000,000 of Leadville stock at 
Leadville's request  or Canuc's option, if the joint-venture agreement
is executed.  

Leadville and Canuc are continuing to negotiate the terms 
of a final joint-venture agreement and have agreed to extend
the date for completing the agreement.  Both parties are
optimistic that agreement will be reached.  Upon execution of
the joint venture agreement, Canuc is responsible for carrying
the costs of the Diamond-Resurrection property.        

At September 30,  1996,  the Company has a significant 
investment in non-producing mining properties, including the
Diamond-Resurrection property, recovery of which is dependent
upon the production of ore reserves in commercial
quantities or sale of these properties at an amount equal to 
or in excess of cost.  The Company has suffered recurring
losses from operations and at September 30, 1996, has a working
capital deficiency of approximately $4,807,000 which
includes $3,797,000 due to related parties.  The Company also 
has significant inventories, which management  believes
will be used by the proposed joint-venture activities on the
Diamond-Resurrection and maintenance operations on the
Company's other properties.  All real properties are 
collateral for convertible debentures.  The Company has no
property or liability insurance coverage at September 30, 
1996, or as of the date of this report.  

The Company has negotiated a decrease in the amount of its EPA
settlement obligation from $3,000,000 to $500,000. 
The final form of the agreement is anticipated to be signed in
the near future.  In consideration, Leadville has agreed
to allow EPA to use certain dirt and rock materials from
Leadville's property.  The Company is continuing its efforts
to lessen the EPA burden on its properties.  

The Company believes a substantial portion of the convertible
debentures, notes payable, accrued interest and certain
other obligations may at some future time be converted into
capital shares.  If  such obligations are not converted to
stock, the Company will be required to raise significant 
amounts of outside capital to liquidate the obligations.  If 
the Company does not execute a joint-venture agreement with
Canuc, significant financing from other sources will be
required in order for the Company to successfully restructure 
its debt, satisfactorily resolve its current litigation and
obtain working capital to continue as a going concern.  The
financial statements do not include any adjustments which
might result from the outcome of these uncertainties.

Mining Properties:

At September 30, 1996, the Company owns two mining properties,
the Sherman-Hilltop Consolidation and the Diamond-
Resurrection Consolidation.  

Activity at the Diamond-Resurrection property, primarily a 
gold property, has been suspended since 1989,  due to
insufficient cash resources to finance further exploration 
and development work.  The Company expects that execution
of a joint-venture agreement with Canuc will result in the
re-starting of mining related activity on the property in 
late 1996 or early 1997.      

Since May of 1987 and continuing into 1996, Leadville's
activities at the Sherman Mine, primarily a silver property,
have been limited to care, maintenance and permit related 
work, due to continuing low silver prices.  During 1985, the
Sherman Mine was placed in temporary cessation due to 
suspension of mining activities.  During 1995, the temporary
cessation period expired and Leadville will be required to
conduct a program of study, exploration and sampling to
maintain existing regulatory permits.  In the event the 
required work is not performed, the Company may be required
to reclaim the Sherman Mine site.  The Company maintains a
reclamation bond, in the amount of  $128,000, which
relates to the Sherman and Stringtown Mill sites.
                                  - 9 -  
3.  Notes Payable and Convertible Debentures:       

The notes payable are summarized as follows:

                                                                  
                               September 30,       December 31, 
                                   1996                  1995     
                                     
Notes payable, at 10%, to
stockholders and/or officers/
directors, due dates range from
September 1996 through 
December 1996.                $    328,000       $    508,500

Notes payable-other, at 10% due
dates ranging from September 1996 to 
December 1996.                $    100,000       $    100,000

                                   
The above notes payable and accrued interest are convertible to
the Company's capital stock at the option of note
holders at conversion prices of $.80 to $1.00 per share during
the term of the notes.


The convertible debentures are summarized as follows:

                                                                  
                                September 30,        December 31,
                                    1996                     1995 
   
 
10% convertible debentures, 
interest and principal due December 1996,
convertible to the Company's Capital 
Stock at the option of the debenture 
holders at a conversion price of $1 
per share, collateralized by mining 
properties.                    $   440,000         $   531,000


Of the $440,000, $340,000 is due to stockholders.  During 1995,
the Company secured extended due dates for the debentures to
December 1996.  



3.  Commitments and Contingencies:

Lease Commitment Litigation - In December 1988, the Company 
sold and leased back certain equipment from an
unrelated entity.  Proceeds of $415,000 were recorded as a
capital lease obligation.  In addition, the Company leases
several other pieces of mining equipment which are classified 
as capital leases.  The Company was delinquent on certain
of its lease obligation payments, and the lessor has asserted
that the Company was in default.  In January 1991, the
lessor won a summary judgment in the amount of approximately
$642,000, which represents all unpaid past and future 




                                   - 10 -
capital lease obligations (including interest).  During 1994, 
in an appeal, the judgment amount of $642,000 was upheld,
and additional attorneys fees and interest of approximately
$46,000 were awarded the lessor.  During the first nine
months of 1996,  the Company accrued an additional $40,600 of
interest expense on this obligation.  During 1992, the
lessor also won a summary judgment for possession of leased
equipment with a net book value of $525,000 and for
interest and penalty charges on the unpaid summary judgments. 
The lessor has also asserted that it has a lien on all
the real property of the Company and that this lien should be
foreclosed.  The lessor has repossessed approximately
$402,000 of the leased equipment.  Approximately $123,000 of
equipment the lessor has not repossessed remains
recorded as an asset of the Company. 

Environmental Litigation - The Company has been named as one 
of several defendants in certain legal actions involving
environmental matters.  The plaintiffs in these actions, the
State of Colorado and the Federal Government, have alleged
that the defendants are liable under the Comprehensive
Environmental Response, Compensation and Liability Act of
1980 (CERCLA) in connection with mining and property 
ownership positions in the California Gulch Superfund Site
near Leadville, Colorado.  

The Company has answered the complaints and has vigorously
defended the consolidated action.  Further, the Company
and litigation counsel believe they have substantial and
meritorious defenses to the claims being made.  However, 
in an effort to expedite a conclusion and to minimize legal
costs, the Company agreed to a settlement of the cases.

During August 1993, a consent decree was entered by the 
Federal District Court in Colorado whereby the United 
States agreed to settle the Company's alleged liability, 
with the exception of natural resources damages, if any, in 
consideration for $3,000,000.  Under the original terms of 
the consent decree, a total of $250,000 was to be paid by 
the Company over 15 years, with a contingent liability of
$2,750,000 to be paid based on profitable operations or 
sale of properties.  Minimum cash payments are to be 
$10,000 for years 1-5, $15,000 for years 6-10, and $25,000 
for years 11-15. 

During October 1995, the Company reached agreement, in 
principle, with the United States to reduce the consent 
decree obligation amount of $3,000,000 to $500,000, with 
minimum annual cash payments to begin after the revised 
consent decree terms are approved by the Court.   In effect, 
the contingent liability of $2,750,000 was reduced to 
$250,000.  In consideration, the Company agreed to provide 
to the United States certain dirt and rock material for use 
by the Environmental Protection agency (EPA) in remedial 
action work at the Superfund site.  During late 1995, the 
EPA began to use the dirt material and the Company's 
management anticipates that a final agreement modifying the
consent decree will be signed in the near future.   The 
Company has accrued a $110,000 environmental settlement
liability, which was the present value of the $250,000 
future minimum payments.

During 1993, the Company initiated a suit against its 
insurance company, seeking defense costs of $400,000 and
indemnification of the Company's exposure under the EPA 
agreement associated with the environmental litigation
described above.  The insurance company counterclaimed for 
its previously advanced $65,000 and defense costs.  On
May 31, 1994, the court ruled against the Company, and 
ordered the Company to repay the $65,000 advanced defense
costs.  During 1995, the Company and the insurance Company
settled the obligation for $10,000 and as a result, the
Company recorded an extraordinary gain from settlement of 
debt of $53,208.


Contract Mining Litigation -  During March 1990, a 
subcontractor of the Company filed an action in Lake County
District Court for non-payment of approximately $35,000 for
mining services, plus associated costs.  Leadville has filed
a counter-claim against the plaintiff for approximately 
$185,000 relating to the same contract. No action has 
occurred in the case since 1993 or as of the date of this 
report. 

Certificates of Deposit - The Company is required by the 
Mined Lands Reclamation Board to maintain certificates of
deposit for future reclamation costs.  No future reclamation
costs have been accrued as of September 30, 1996.



                                   - 11 -
4.  Related Party Transactions:

Certain officers, directors and stockholders have provided
significant loans and advanced expenses to the Company in
recent years.  The aggregate indebtedness, including accrued
interest and other payables, amounted to approximately
$3,797,000 at September 30, 1996.  Substantially all of that
indebtedness is convertible in the Company's Capital Stock
at a price of $1.00 per share.

The Company leases office space on a month-to-month basis 
from an officer for $125 per month.  This officer is a
principal in an accounting firm which performs bookkeeping,
accounting and other administrative services for the
Company.  As of September 30, 1996,  the Company owed the 
firm approximately $10,700 for accrued fees and expenses. 


5.   Income Taxes:

At December 31, 1995, the Company has available tax net 
operating loss carryforwards of approximately $8,030,000,
which can be utilized to offset future taxable income. 
Utilization of these loss carryforwards may be limited due 
to changes in ownership of the Company, and expire from 
1997 through 2010.





























                                   - 12 -
ITEM 2.   PLAN OF OPERATION

On August 15, 1996, Leadville and Canuc Resources Corporation
("Canuc")  signed a Letter of Intent to form a joint-
venture for developing and operating the Diamond-Resurrection
property.  Under terms of the Letter of Intent, Canuc
has the right to earn up to a 51% interest in the property in
consideration for advancing the development of the property
and satisfying certain of Leadville's obligations.  Canuc has
purchased 500,000 shares of Leadville stock at $1.00 per
share which shares were issued during August, 1996.  Proceeds
from the sale will provide working capital for the
Company.  Additionally, Canuc has agreed to purchase at
Leadville's request or Canuc's option up to $1,000,000 of
Leadville stock after a formal joint-venture agreement is
executed.  The parties are continuing to negotiate terms of 
the Agreement as of the date of this report.   
 
The Company earned no operating revenues during 1995 and 1994 
and incurred net losses in those years of  $670,277
and $684,221, respectively.  Management does not anticipate 
that any operating revenues will be generated during the
year 1996.  The Company's most viable prospect for generating
income from operations is by achieving production at
the Diamond-Resurrection property through the proposed
joint-venture with Canuc.  The property should be primarily
a gold producer.  In order to achieve production from the 
Diamond property additional mine development must occur
and milling capabilities re-established.  Raising required
capital for the Diamond has been complicated by the location
of the Diamond-Resurrection property within the California 
Gulch Superfund site.  Management is continuing its efforts
to lift the burden of Superfund from its properties, 
including financial obligation reductions and lifting the Superfund 
designation from its properties.      

Since exhausting its cash reserves in 1989, the Company has 
met substantially all of its cash requirements from the
issuance of unsecured promissory notes to officers, directors 
and shareholders of the Company.  Management anticipates
that sources of funding to meet cash requirements during the
course of the next twelve months will be available from
existing commitments from Canuc in forming the joint-venture 
and from issuance of stock. 

The Company continues to incur significant interest charges
associated with the outstanding notes and debentures
payable.  Management believes that a substantial amount of 
the note, debenture and associated accrued interest
obligations will  be converted to Capital Stock by the 
holders.  The holders of these instruments have the right to
convert principal and accrued interest to Capital Stock at a
prices of $.80 to $1.00 per share.  Substantially all holders 
of the notes and debentures payable are stockholders of the
Company.  If any holders do not convert their obligations to
stock, Leadville will be required to raise financing from 
outside sources to settle the obligation.

The proposed Leadville/Canuc joint-venture intends to 
initiate an exploration program on the Diamond properties.  
The objective of the exploration program is to identify 
reserves in addition to the 700,000 tons already identified 
at the Diamond-Resurrection.  In anticipation of settling the
environmental litigation, Leadville conducted two studies of 
the Diamond property during late 1992 and early 1993.  One 
study included verification of known mineralization and an
evaluation of mine development.  The second study included
surface geo-physics intended to indicate potential
exploration targets.  Conclusions of the studies are 
encouraging and provide additional evidence that the Diamond
property may hold significant deposits of gold, silver and 
base metals.

Full production at the Diamond Mine will require a 
significant capital expenditure to acquire surface plant and
underground equipment.  Realizing operating revenues from the
Diamond Mine production will require that the
proposed joint-venture re-establish milling capabilities at 
the Stringtown Mill site, construct a new milling facility or
make other milling arrangements.  Management does not 
anticipate that there will be an significant change in the
number of Company employees, until such time as the 
joint-venture agreement is executed and activity begins at 
the Diamond Mine. 

During the third quarter of 1996, certain holders of the
Company's notes payable, debentures payable and other
expenses elected to convert their debt instruments to stock. 
Approximately 50,343 shares were issued in these
transactions.  Subsequent to September 30, 1996, the Company
reached agreement with certain other debt holders to
convert their obligations to Capital Stock.



                                   - 13 -
                                      
PART II 


Item 1.   LEGAL PROCEEDINGS


UNITED STATES (ENVIRONMENTAL PROTECTION AGENCY)

In 1983, Leadville was named as one of several defendants in 
an action (United States of America vs. Apache Energy
and Mineral Company, et al) brought by the United States in
Federal District Court in Colorado under the
Comprehensive Environmental Response, Compensation and 
Liability Act of 1980 ("CERCLA") in connection with the
approximately 11.5 square mile California Gulch Superfund 
site in Lake County, Colorado.  In 1986, Leadville was also
named as a third party defendant in a suit (State of Colorado 
vs. Asarco, Inc., et al) involving the same site.  The cases
were subsequently consolidated.

From 1983 through 1988, Leadville negotiated with the United
States to have its involvement in the consolidated case
dismissed or settled on a de minimis basis.  That effort was
ultimately unsuccessful.  During the years 1989 and
continuing into 1993, Leadville attempted to negotiate a
settlement of its alleged liability to the United States. 
Management believed that financing might be obtained by 
Leadville if the claims asserted by the United States were
settled and the financial exposure limited.  

During August, 1993, a consent decree was entered by the 
Federal District Court in Colorado whereby the United 
States agreed to settle Leadville's alleged liability, with 
the exception of natural resources damages, if any, in
consideration for $3,000,000.  Under the original terms of 
the consent decree, a total of $250,000 was to be paid by 
Leadville over 15 years, with a contingent liability of
$2,750,000 to be paid based on profitable operations or sale 
of properties.  Minimum cash payments are to be $10,000 for 
years 1-5, $15,000 for years 6-10 and $25,000 for years 
11-15.  

During October 1995, Leadville reached agreement, in 
principle, with the United States to reduce the consent 
decree obligation amount of $3,000,000 to $500,000, with 
minimum annual cash payments to begin after the revised 
terms are approved the Court.   In effect, the contingent 
liability of $2,750,000 was reduced to $250,000.  In 
consideration, Leadville agreed to provide to the United 
States certain dirt and rock material for use by the 
Environmental Protection Agency (EPA) in remedial action 
work at the Superfund site.  During late 1995, the EPA 
began to use the dirt material and Leadville management 
anticipates  a final agreement modifying the consent 
decree will be signed in the near future. 
                                      
                                      
MINING EQUIPMENT, INC.

During December 1988, Leadville raised financing for 
operations through the sale and lease back of certain mining 
and milling equipment.  In late 1989, due to Leadville's
inability to raise financing, scheduled payments under the
agreement could not be made and the lessor of the equipment 
sued in the District Court of Lake County, Colorado to obtain
financial relief and possession of the equipment. (Mining
Equipment, Inc. vs. Leadville  Corporation).  

In October 1994, Leadville and Mining Equipment, Inc. reached 
an agreement to settle the case for $678,000.  The
plaintiff has obtained possession of substantially all mining 
and milling equipment subject to the lease agreements, with
the exception of the Diamond Mine hoist and certain other
equipment.  The plaintiff's right to possession of the hoist
is subordinate to Leadville's debenture holders' first 
mortgage position.  Plaintiff intends to obtain possession 
of the other equipment in 1996.  Under terms of the Letter of 
Intent signed by Leadville and Canuc on August 15, 1996,
Canuc has agreed to satisfy the obligation prior to earning 
any interest in the Diamond-Resurrection property.

As of September 30,  1996, Leadville is obligated to Mining
Equipment, Inc. in the amount of $782,500, including
accrued interest.  The plaintiff asserts that it has the 
right to foreclose on Leadville's properties to satisfy the 
obligation. Leadville contests such assertions and, to date, 
the plaintiff has not initiated any foreclosure action. 


                                   - 14 -
COWIN & COMPANY, INC.
         
In 1990, Cowin & Company, Inc. Mining Engineers and 
Contractors filed suit against Leadville in Lake County,
Colorado  District Court asserting that Leadville was 
obligated to Cowin & Company, Inc. for approximately $45,000
for contract mining fees.  Cowin & Company, Inc. is 
requesting damages, equipment possession and general relief
relating to a contract mining agreement entered into March 3,
1987.
  
Leadville counter-claimed for damages resulting from improper
construction of the Diamond Mine shaft and damages
resulting from Cowin & Company activities at the site.  No 
action has been taken in the case since October 1993 and
through the date of this report. 


UNITED STATES FIDELITY & GUARANTY COMPANY

During 1993, Leadville filed a lawsuit against its former
insurance carrier seeking to recover defense costs and obtain
indemnification for issues related to environmental 
litigation.  The insurance company counter-claimed for $65,000 
in defense costs advanced.  In May 1994, the Court ruled 
against Leadville's claims and awarded the insurance company
the $65,000 in costs advanced.  Leadville appealed the 
decision and lost.  During August 1995, Leadville settled the
insurance company's claim for $10,000 and recorded the 
residual judgment amount due as "Extraordinary Gain"  on
the Company's Statements of Operations.




















                                   - 15 -

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits filed herewith or incorporated by reference to 
      previous filings with the Securities and Exchange           
      Commission.

Exhibit 
Number         Description 
 (2)  Plan of Acquisition, reorganization, arrangement, 
      liquidation or succession

 (3)  Articles of Incorporation and By-laws

 (4)  Instruments defining the rights of security holders, 
      including indentures

 (9)  Voting Trust Agreement

(10)  Material Contracts

(11)  Statement Regarding Computation of Earning Per Share
      is not required since the information is      
      ascertainable from Leadville's financial  statements 
      filed herewith.

(13)  Annual Report to security holders, Form 10-Q or 
      quarterly report to security holders

(16)  Letter re:  change in accounting principles

(19)  Documents not previously filed

(21)  Subsidiaries of the Registrant

(22)  Published report regarding matters submitted to vote of 
      security holders

(23)  Consents of experts and counsel

(24)  Power of Attorney

(27)  Financial Data Schedule

(28)  Information from reports furnished to state insurance 
      authorities                

(29)  Additional Exhibits  
___________________

 (3)  The Articles of Incorporation of Leadville were filed 
      with its Form 10-K on May 6, 1965; the By-laws of 
      Leadville were filed with its Report on Form 10-K for 
      the year ended December 31, 1980.   

 (4)  Filed with Form 10-K for year ended December 31, 1987.

(28)  Consent Decree, State of Colorado vs. Asarco, Inc., et 
      al, Defendants and Third Party Plaintiffs vs.               
      Leadville Corporation, et al, Third Party Defendants:       
      United States of America vs. Apache Energy and 
      Minerals Company, et al.


(b)  Reports on Form 8-K filed during the Registrant's 
     third quarter of 1996.   NONE

                            - 16 -

























                            SIGNATURES


Pursuant to the requirements of the Exchange Act, the 
registrant has caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.


LEADVILLE CORPORATION
(Registrant)



Daniel F. Nibler                                                  
                      
Daniel F. Nibler, Vice President,
Secretary-Treasurer, (Principal
Financial and Accounting Officer)

November 15, 1996

Dated:                                                            
  



















                             
                             
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