SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              _________________
                                 AMENDMENT No.2 TO
                                  FORM 10-Q/A



[  X  ]     Quarterly report pursuant to Section 13 or 15 (d)
            of the Securities Exchange Act of 1934


 FOR THE QUARTERLY PERIOD ENDED            JUNE 30, 1997
                                           -------------

OR

[     ]  Transition report pursuant to Section 13 or 15 (d) of the Securities 
         Exchange Act of 1934

                          COMMISSION FILE NUMBER 0-14136

                                 CASMYN CORP.
                (Exact name of registrant as specified in Charter)


                                  COLORADO
                (State or other jurisdiction of incorporation)


                                 84-0987840
                       (IRS Employer Identification No.)

                         1335 GREG STREET, UNIT #104
                             SPARKS, NEVADA 89431
                               (702) 331-5524
        (Address and Telephone Number of Principal Executive Offices)


        Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12
months  (or  for  such shorter period that the registrant was required to file
such  reports),  and  (2) has been subject to such filing requirements for the
past 90 days.     Yes  [  X  ]  No  [     ].

  As  of  August  1, 1997, 13,483,167 shares of the issuer's common stock were
outstanding.

     This report contains 18 pages.

<PAGE>


                                 CASMYN CORP.
                                  FORM 10-Q/A
                                    INDEX


                                                                     Page
PART I.   FINANCIAL INFORMATION:                                      No.
                                                                      --- 
          Item 1.  Financial Statements

          Condensed Consolidated Balance Sheets - June 30, 1997
           and September 30, 1996                                            3

          Condensed Consolidated Statements of Operations - Three Months
           and Nine Months ended June 30, 1997 and 1996                      4

          Condensed Consolidated Statements of Cash Flows - Nine Months
           ended June 30, 1997 and 1996                                      5

          Notes to Condensed Consolidated Financial Statements               7

          Item 2. Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                    12

PART II.  Other Information:

          Item 3 - Changes in Securities                                    17

          Item 4 - Submission of Matters to a Vote of Security Holders      17

          Item 6 - Exhibits and Reports on Form 8-K                         18

          Signatures                                                        18
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                 CASMYN CORP.
                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                                   
                                             JUNE 30, 1997   SEPTEMBER 30, 1996
                                             ---------------------------------
CURRENT ASSETS:
<S>                                          <C>            <C>
 Cash and cash equivalents                   $    3,163,636  $        4,046,194
 Restricted cash                                  5,000,000
 Marketable securities                            6,040,939                   -
 Accounts receivable, net                         1,338,218             210,748
 Inventories                                        861,599             517,837
 Prepaid expenses and other assets                   24,315              15,295
                                             ----------------------------------
          Total current assets                   16,428,707           4,790,074
INVESTMENT IN AND ADVANCES TO AFFILIATE           4,142,875           2,748,031
PROPERTY AND EQUIPMENT, NET                      18,279,542          14,101,782
DUE FROM RELATED PARTIES, NET                       224,072             211,708
OTHER ASSETS                                        508,289             465,544
                                              ----------------------------------
          TOTAL ASSETS                       $   39,583,485  $       22,317,139
                                             ==================================

                          LIABILITIES AND STOCKHOLDERS' EQUITY
                          ------------------------------------              

CURRENT LIABILITIES:
 Accounts payable                            $    1,701,913  $        2,024,973
 Accrued taxes from acquisition                     909,719             993,660
 Payable to joint venture                                 -             623,000
 Accrued liabilities                                 76,029             303,864
 Line of credit                                   4,915,066                   -
 Current portion of long-term debt                        -             107,471
                                             ----------------------------------
      Total current liabilities                   7,602,727           4,052,968
LONG-TERM DEBT                                            -              71,230
CONVERTIBLE DEBT                                          -           5,000,000
                                             ----------------------------------
      Total Liabilities                           7,602,727           9,124,198
                                             ----------------------------------
STOCKHOLDERS' EQUITY:

 Preferred stock, $.10 par value; 
    20,000,000 shares authorized;
    834,667 and nil shares issued and 
    outstanding; liquidation preference 
    $22,187,107                                     83,467                    -

 Common stock, $.04 par value; 
    300,000,000 shares authorized; 
    13,483,167 and 12,512,133 shares 
    issued and outstanding                         538,127              500,485
     Additional paid-in capital                 50,175,057           25,735,368
                             
     Accumulated deficit                       (16,673,201)         (12,389,109)
     Foreign currency translation adjustment   ( 2,142,692)         (   653,803)
                                               ---------------------------------
     Total Stockholders' Equity                 31,980,758           13,192,941
                                               --------------------------------
         TOTAL LIABILITIES AND STOCKHOLDERS'
            EQUITY                             $39,583,485          $22,317,139
                                               ================================

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.

<PAGE>

</TABLE>
<TABLE>
<CAPTION>


                                   CASMYN CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1997 AND 1996

                            FOR THE NINE MONTHS        FOR THE THREE MONTHS
                               ENDED JUNE 30,              ENDED JUNE 30,      
                             1997         1996          1997          1996 
                             ----------------------------------------------    
<S>                          <C>          <C>           <C>           <C>
REVENUES:
Precious metals              $2,522,688   $372,756      $1,025,537    $267,378
                             -------------------------------------------------

COSTS AND EXPENSES:
Mineral operations            2,264,958    285,641        841,528      261,500
General and administrative 
   expenses                   1,514,450  1,116,174        337,377      527,953
Compensatory stock option 
   expense                       83,085    364,560              -       66,284
Professional services           492,229    367,671        318,818      172,283
Depreciation, depletion and
 amortization                   294,457     40,280         69,594       17,251
Write down of assets                  -    250,000              -      150,000
Mineral exploration expense     439,756    447,647         34,663      127,864
Mergers and acquisitions        204,414     68,896         30,182       38,381
                             -------------------------------------------------
                              5,293,349  2,940,869      1,632,162    1,361,516
                             -------------------------------------------------
LOSS FROM OPERATIONS         (2,770,661)(2,568,113)   (   606,625)  (1,094,138)
                             -------------------------------------------------
OTHER INCOME (EXPENSE):
Equity in net loss of 
   affiliate                 (  791,734)(1,975,255)   (   234,024)  (  945,030)
Interest (expense) income, 
   net                          110,561     94,195        125,179       12,077
Gain on sale of investment      126,000          -              -            -
Other income (expense), net       5,446     15,862    (    19,702)      15,824
Other expense, net           (  549,727)(1,865,198)   (   128,547)  (  917,129)
                             -------------------------------------------------
NET LOSS                    $(3,320,388)$(4,433,311) $(   735,172) $(2,011,267)
                            ==================================================

LOSS PER COMMON SHARE:
Net loss                    $(3,320,388)$(4,433,311) $(  735,172)  $(2,011,267)
Less:  amortization of
discount on convertible
preferred stock              (  963,704)          -   (  963,704)            -
                            --------------------------------------------------
Net loss applicable to
common shares               $(4,284,092)$(4,433,311) $(1,698,876)  $(2,011,267)
                            ==================================================

NET LOSS PER COMMON SHARE         $(.33)      $(.71)       $(.13)        $(.29)
                            ==================================================
WEIGHTED AVERAGE COMMON 
SHARES OUTSTANDING           12,879,210   6,270,719   13,337,535     6,931,264
                            ==================================================

</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>
<TABLE>
<CAPTION>

                                     CASMYN CORP.
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996

<S>                                             <C>           <C>
                                                   1997              1996 
                                              -------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                        $(3,320,388)  $   (4,433,311)
Adjustments to reconcile net loss to net cash
  used in operating activities:
     Depreciation, depletion and amortization       294,457           40,280 
     Equity in net loss of affiliate                791,734        1,975,255 
     Write down of assets                                 -          250,000 
     Compensatory stock option expense               83,085          364,560 
     Amortization of debt issue costs                30,000           45,000 
     Gain on sale of investment                (    126,000)               - 
     Other non-cash expense                         258,617           58,742 
     Increase in accounts receivable           (  1,194,705)   (      56,285)
     (Increase) decrease in inventories        (    430,600)         295,056 
     Increase in prepaid expenses and other 
       assets                                  (    225,971)   (    195,700)
     (Decrease) increase in accounts payable   (     43,375)      1,435,284 
     Decrease in accrued liabilities           (    311,774)   (    923,747)
     Decrease in amounts due from related 
       parties                                 (     12,364)   (    225,848)
                                               ----------------------------
       Net cash used in operating activities   (  4,207,284)   (  1,370,714)
                                               ----------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of business, net of cash acquired *         -    (  4,526,415)
     Decrease in cash due to change in accounting for
          investment in WPUR**                            -    (    459,708)
     Proceeds from sale of assets                   900,000               - 
     (Increase) decrease in long-term deposits(      72,745)         28,265 
     Investment in marketable securities        ( 6,040,939)              - 
     Investment in and advances to affiliates   ( 2,186,578)    ( 2,313,144)
     Purchase of property and equipment         ( 7,739,754)    ( 4,722,781)
                                               ----------------------------
      Net cash used in investing activities     (15,140,016)    (11,993,783)
                                                ---------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Private placement of common stock and units  1,410,500      13,559,685 
     Issuance of common stock for exercise of
        stock options                               236,860         200,000 
     Private placement of convertible preferred 
        stock                                    16,751,389 
     Proceeds from line of credit                 5,252,621               - 
     Increase in restricted cash               (  5,000,000)              -
     Repayments of long-term debt              (    189,045)   (    330,726)
     Other                                                -    (     25,000)
                                                ---------------------------
      Net cash provided by financing activities  18,462,325      13,403,959 
                                                ---------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
     EQUIVALENTS                                      2,417          53,700 
                                                 --------------------------
NET (DECREASE) INCREASE IN CASH AND 
     CASH EQUIVALENTS                           (   882,558)         93,162 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD    4,046,194       4,938,945 
                                                 --------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD        $ 3,163,636    $  5,032,107 
                                                ===========================
                                                                (CONTINUED)

</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>
<TABLE>
<CAPTION>

                                     CASMYN CORP.
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996

                                            ----------------------------------
                                                   1997               1996 
                                            ----------------------------------
<S>                                            <C>              <C>
CASH PAID FOR INTEREST                         $   134,060      $      36,029 
                                            ==================================

NON-CASH INVESTING AND FINANCING ACTIVITIES:

  Issuance of common stock for services        $   226,561      $           - 
  Issuance of common stock for payment of 
    interest                                        88,699             58,563 
  Conversion of debenture to common stock and
     preferred stock, net of debt issuance costs 5,000,000                  - 
  Decrease in other assets and decrease in 
     additional paid in capital to reclassify 
     unamortized debt issue costs for debt
     converted to preferred stock and common
     stock                                         200,000                  -
  Amortization of discount on convertible
     preferred stock                               963,704                  - 
  Accrued dividend on convertible preferred stock  356,728 
  Conversion of common stock to preferred stock          -            270,700 
  Reduction of payable to joint venture and
     investment in joint venture                   623,000                  - 
  Common stock issued to acquire WestAmerica             -          6,779,702 

</TABLE>

-----------------------------------------------------------------------------

*  PURCHASE OF BUSINESS, NET OF CASH ACQUIRED:


<TABLE>
<CAPTION>

<S>                                          <C>
   Working capital, other than cash          $(   111,594)
   Mineral properties                         ( 4,748,373)
   Property and equipment                     (   892,074)
   Accrued taxes from acquisition                 993,660 
   Capital lease obligations                      231,966 
                                             ------------
          Net cash used to acquire business  $ (4,526,415)
                                             ============

</TABLE>

**  IMPACT ON THE COMPANY'S JUNE 30, 1996 CONDENSED CONSOLIDATED BALANCE SHEET
    RESULTING  FROM  THE  CHANGE  FROM CONSOLIDATION TO THE EQUITY METHOD OF
    ACCOUNTING FOR THE INVESTMENT IN WPUR:


<TABLE>
<CAPTION>
<S>                                          <C>
  Current assets                             $439,673
  Investment in and advances to affiliates   (654,853)
  Property and equipment, net                 141,688
  Other assets                                  3,024
  Current liabilities                        (389,240)
                                             --------
  Decrease in cash due to change in 
  accounting for investment in WPUR         $(459,708)
                                            =========
</TABLE>

<PAGE>


                                   CASMYN CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The  accompanying  condensed  consolidated financial statements are unaudited;
however, in the opinion of management, such statements include all adjustments
(which  are  of  a normal, recurring nature) necessary for a fair statement of
the results for the interim periods.  The financial statements included herein
have  been  prepared by Casmyn Corp. (the "Company") pursuant to the rules and
regulations  of  the  Securities and Exchange Commission.  Certain information
and footnote disclosures normally included in financial statements prepared in
accordance  with  generally accepted accounting principles have been condensed
or  omitted  pursuant  to  such  rules  and  regulations, although the Company
believes  that  the  disclosures  included  herein  are  adequate  to make the
information not misleading.

The  organization and business of the Company, accounting policies followed by
the  Company and other information are contained in the notes to the Company's
consolidated financial statements filed as part of the Company's September 30,
1996  Form  10-K/A.    The Form 10-K/A should be read in conjunction with this
quarterly report.

Consolidated  financial  statements  for  the  fiscal  years  ended  prior  to
September 30, 1996 included the financial statements of WaterPur International
Inc.  ("WPUR"),  formerly  Vector  Environmental  Technologies,  Inc.  on  a
consolidated  basis due to the Company having a voting controlling interest in
WPUR  and  accounting  for  the  acquisition  of  its  investment in WPUR as a
combination  of  entities  under  common  control.    This  voting controlling
interest  arose  through  the  provisions  of the Preferred Shares held by the
Company,  whereby  each Preferred Share was entitled to the equivalent of four
(4)  common  share votes.  Effective September 30, 1996, the Company converted
these  Preferred Shares into common shares and thereby relinquished its voting
control  of WPUR.  Therefore, as of September 30, 1996, the investment in WPUR
has been recorded in the consolidated balance sheet using the equity method of
accounting  and  this method of accounting has been applied prospectively from
that  date.    The consolidated statement of operations for the nine months and
quarter ended June 30, 1996 reflect an equity method presentation retroactive
to the beginning of the respective period.

RECENTLY  ISSUED  ACCOUNTING  STANDARDS  -  Statement  of Financial Accounting
Standards ("SFAS") No. 123, Accounting for Awards of Stock-Based Compensation,
was  issued  by  the  Financial Accounting Standards Board ("FASB") in October
1995,  and  established  financial  accounting  and  reporting  standards  for
stock-based  employee  compensation  plans  and  for transactions where equity
securities  are  issued  for  goods  and  services.    The Company adopted the
provisions  of  SFAS  No.  123  during  the  first  quarter of the year ending
September  30,  1997.    This  statement  requires  expanded  disclosures  of
stock-based  compensation arrangements with employees and encourages (but does
not  require)  compensation cost to be measured based on the fair value of the
equity  instrument  awarded.  Companies are permitted, however, to continue to
apply  APB  No. 25, Accounting for Stock Issued to Employees, which recognizes
compensation  cost  based  upon  the  intrinsic value of the equity instrument
awarded.    The  Company  will  continue  to  apply  APB Opinion No. 25 to its
stock-based  compensation  awards  to employees and will disclose the required
pro forma effect on net income and earnings per share.

In  February  1997,  the  FASB  issued  SFAS No. 128, Earnings Per Share.  The
statement  is  effective  for  financial statements of the Company for periods
ending  after  December  15,  1997,  including  interim periods.  SFAS No. 128

<PAGE>

establishes  standards  for  computing and presenting earnings per share (EPS)
and  applies  to  entities with publicly held common stock or potential common
stock.    This  statement  simplifies the standards for computing earnings per
share  previously  found  in APB Opinion No. 15, Earnings Per Share, and makes
them  comparable to international EPS standards.  It replaces the presentation
of  primary  EPS  with  a  presentation  of  basic EPS.  It also requires dual
presentation  of basic and diluted EPS on the face of the income statement for
entities  with complex capital structures and requires a reconciliation of the
numerator  and  denominator  of the basic EPS computation to the numerator and
denominator  of  the  diluted EPS computation.  The Company will adopt the new
statement  for  its  fiscal  year  ending  September  30,  1998,  and does not
anticipate  earnings  per  share  calculations will be significantly different
from those previously calculated.

The FASB recently issued SFAS No. 130, Reporting Comprehensive Income, which is
effective for fiscal years beginning after December 15, 1997.  SFAS No. 130 
establishes standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements.  The Company
has not yet determined the effect adoption of SFAS No. 130 will have in its 
consolidated financial statements.

The FASB recently issued SFAS No. 131, Disclosure About Segments of an 
Enterprise and Related Information, which is effective for fiscal years 
beginning after December 15, 1997.  SFAS No. 131 establishes standards for
segment reporting in the financial statements.  It also establishes standards
for related disclosures about products and services, geographic areas and major
customers.  The Company has not yet determined the effect adoption of SFAS No.
131 will have on disclosures in its consolidated financial statements.

MARKETABLE SECURITIES - The Company accounts for its marketable securities in 
accordance with SFAS No. 115, Accounting for Certain Investments in Debt and 
Equity Securities.  At June 30, 1997, the Company's marketable securities 
consists of U.S. government agency issues, all of which are classified as 
available-for-sale as defined by SFAS No. 115. Such investments are stated at 
market value which approximates cost.

Hedging of forward gold production - Pursuant to the terms and conditions of its
term credit facility, Casmyn Mining Zimbabwe (Private) Limited ("CMZ"), a
wholly owned subsidiary of the Company, is required to hedge a portion of 
forward gold production through the lender if at any time the gold price offered
by the Reserve Bank of Zimbabwe falls below $350 per ounce, the Company is 
currently discussing hedge contracts with the lender as current gold prices are
below the $350 per ounce threshold.  As of June 30, 1997, the Company has not 
entered into any hedge contracts.

USE  OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and  assumptions that affect the reported amounts of assets and liabilities at
the  date of the financial statements and the reported amounts of revenues and
expenses  during the reporting period.  Actual results could differ from those
estimates.

2.     RESTRICTED CASH 

At  June 30, 1997, the Company had $5,000,000 of restricted cash.  This amount
was  deposited  with  two  financial institutions as collateral for short term
loans  to  unrelated  third  parties.   These deposits bear interest at market
rates.

3.     INVESTMENT IN AND ADVANCES TO AFFILIATE

The  Company's  investment  in  and advances to affiliate at June 30, 1997 and
September 30, 1996 include the following:


<TABLE>
<CAPTION>

                                     JUNE 30    SEPTEMBER 30
                                  ----------  -------------
<S>                               <C>         <C>
Investment in WPUR                $  241,870  $   1,034,604
Advances to WPUR                   3,901,005      1,712,421
Other                                      -          1,006
                                  ----------  -------------
Total                             $4,142,875  $   2,748,031
                                  ==========  =============

</TABLE>

The  Company's  investment in WPUR consists of 5,532,700 shares of WPUR common
stock  (approximately  31.2%).  The advances to WPUR which bear interest at 9%
per  annum  were originally due within one year.  The Company has extended the
maturity  of  the loans until such time as WPUR is able to generate sufficient
cash flows to repay the loans or WPUR is successful in placing additional debt
and/or  equity.   Summarized financial information of WPUR for the nine months
ended June 30, 1997 and 1996 is as follows:


<TABLE>
<CAPTION>

                                  1997           1996
<S>                           <C>           <C>
Sales                         $ 1,006,022   $   692,782 
Net loss                       (2,607,607)   (2,458,056)

</TABLE>

4.     INVESTMENT IN NEWGOLD INCORPORATED

On  May  7,  1996, the Company entered into a 50:50 joint venture with Newgold
Incorporated  ("Newgold"),  a  public  company  based in Reno, Nevada, for the

<PAGE>

development  of  the  Relief  Canyon  Mine  located in Pershing County, Nevada
("Relief Canyon").  The Company committed to contribute $1,398,000 for its 50%
interest  in  the  venture.    As  of  September  30,  1996,  the  Company had
contributed approximately $775,000 toward its 50% interest in this venture and
had recorded the remaining $623,000 commitment as a payable to joint venture. 
On October 7, 1996, the Company sold its interest back to Newgold for $900,000
cash,  1,000,000  restricted shares of Newgold common stock and a release from
the  remaining  $623,000  of  its  commitment.  The Company recorded a gain of
$126,000  on this transaction.  The Company has recorded its investment in the
1,000,000  restricted  common shares of Newgold received in the sale described
above  at  a nominal value of $1,000.  These shares were assigned this nominal
value  based  upon the fact that Newgold shares were not widely traded at that
time.

5.     SUMMARY OF STOCKHOLDERS' EQUITY TRANSACTIONS

During  the  nine  months  ended  June  30, 1997, the Company has recorded the
following activity in its stockholders' equity accounts:


<TABLE>
<CAPTION>

                             Number of                Number of
                             Preferred   Preferred    Common       Common
                             Shares      Stock        Shares       Stock
<S>                          <C>         <C>          <C>          <C>
Description
Balances September 30, 1996          -   $       -    12,512,133   $  500,485
Private placement of units           -           -       155,000        6,200
Issuance of shares for
   consulting services               -           -        25,000        1,000
Deferred compensation                -           -             -            -
Exercise of stock options            -           -       155,500        6,220
Shares issued in lieu of
   interest                          -           -        10,678          428
Private Placement              751,200      75,120             -            -
Conversion of
  Convertible Debt to
  Convertible Preferred Stock   83,467       8,347             -            -
Conversion of
  Convertible Debt to
  Common Shares                      -           -      594,856        23,794
Conversion Discount
  on Convertible
  Preferred Stock                    -           -            -             -
Foreign currency  translation 
  adjustment                         -           -            -             -
Net loss                             -           -            -             -
                            -------------------------------------------------
Balances at June 30,  1997     834,667  $   83,467   13,453,167  $    538,127
                            =================================================
</TABLE>

<TABLE>
<CAPTION>
                                                       Foreign
                            Additional                 Currency     Total
                            Paid-in     Accumalted     Translation  Stockholders
                            Capital     Deficit        Adjustment   Equity 
<S>                         <C>         <C>            <C>          <C> 
Description
Balances September 30, 1996 $25,735,368 $(12,389,109)  $(  653,803) $13,192,941
Private placement of units    1,404,300            -             -    1,410,500 
Issuance of shares for
   consulting services          225,561            -             -      226,561 
Deferred compensation            83,085            -             -       83,085 
Exercise of stock options       230,640            -             -      236,860 
Shares issued in lieu of
   interest                      88,271            -             -       88,699 
Private Placement            16,676,269            -             -   16,751,389 
Conversion of
  Convertible Debt to
  Convertible Preferred stock 1,994,328            -             -    2,002,675 
Conversion of
  Convertible Debt to
  Common Shares               2,773,531            -             -    2,797,325 
Conversion Discount
  on Convertible
  Preferred Stock               963,704     (963,704)            -            - 
Foreign currency  translation 
  adjustment                          -            -    (1,488,889) ( 1,488,889)
Net loss                              -   (3,320,388)            -  ( 3,320,388)
                            ---------------------------------------------------
Balances at June 30,  1997  $50,175,057 $(16,673,201)  $(2,142,692) $31,980,758 
                            ===================================================

</TABLE>

On  November  8,  1996,  the  Company completed a private placement of 155,000
units  for net proceeds of $1,410,500.  Each unit consists of one share of the
Company's  restricted  common stock plus one warrant; two warrants plus $10.00
will  entitle the holder to purchase one share of the Company's common stock. 
The warrants are exercisable for a period of two years.

During  the  nine  months  ended  June  30,  1997,  the  Company issued 25,000
restricted  common  shares to an investment banking company for services to be
rendered during the current fiscal year.

At the annual meeting held on June 16, 1997, the Company's shareholders approved
an increase in the number of shares available for grant under the 1995
Incentive Stock Option Plan from 800,000 to 1,500,000. In addition, the 
shareholders approved the 1997 Directors Stock Option Plan which provides for a
maximum of 350,000 options to purchase common stock of the Company and a total
of 275,000 of these options were granted at a price of $9.00 per share to three
directors of the Company.

<PAGE>

6.     ZIMBABWE CREDIT FACILITY

On  January  24,  1997,  Casmyn  Mining  Zimbabwe (Private) Limited ("CMZ"), a
wholly  owned  subsidiary  of  the  Company,  obtained a $5,000,000 short term
credit facility which provides the Company with the ability to draw down short
term  loans  to  fund  operating  and  capital expenditures.  Loans under this
facility  can  be  drawn  down in minimum increments of $500,000 for up to 180
days but not past the maturity date of the facility.  All borrowings under the
facility  must  be  repaid  on  or  before one year from the date of the first
funding.    Interest  on borrowings under this facility is at LIBOR plus 2.25%
per  annum  ("pa");  1% pa paid as a funding fee at the time of borrowings and
LIBOR  plus  1.25% pa paid at maturity. In addition the Company paid a $50,000
arrangement  fee and is required to pay a quarterly commitment fee of 0.15% on
the  unused portion of the facility.  The facility also provides a refinancing
fee of 0.5% of the outstanding loan on the day prior to any refinancing if the
lender  is  not  a  party to the refinancing.  At June 30, 1997, $4,915,066 in
short  term loans were outstanding under the credit facility.  The facility is
secured  by  a  pledge  of  substantially  all  of  the assets of CMZ plus the
guarantee  of the Company.  In addition, CMZ is required to hedge a portion of
forward  gold  production  through  the  lender  if at any time the gold price
offered by the Reserve Bank of Zimbabwe falls below $350 per ounce.


7.     PREFERRED STOCK PLACEMENT

On  April  14,  1997, the Company completed the placement of 751,200 shares of
convertible  preferred  stock for cash proceeds of approximately $16.8 million
(after  cash  fees  to the placement agent and the Company's financial advisor
and  estimated  transaction  expenses);  an additional 83,467 preferred shares
were issued to Societe Generale in exchange for $2,086,675 principal amount 
(less $84,000 unamortized debt issue costs) of pre-existing  convertible  
debentures.    Societe  Generale also converted the remaining $2,913,325 
principal balance (less unamortized debt issue costs of $116,000) of its 
convertible debenture in exchange for 594,856  common  shares.    The  Company 
also  issued 3,587 common shares for interest accrued on the convertible 
debentures through the date of conversion. The  subscription  price  for  the
placement was $25 per share.  The preferred shares carry an 8% dividend to be 
paid in additional shares of preferred stock and  convert  into  common  
stock  over  a  five  year period at an increasing discount  to  the  market
price of the common stock at the time of conversion, subject  to  certain  
adjustments.    The  Company  has  the  ability to force mandatory  
conversion  if  the  common stock exceeds certain trading price and volume 
targets.  The number of shares that can be converted by a holder over a ten
month  period  beginning  in  July,  1997  is  limited  to 10% per month,
cumulative.    The underlying common stock is also restricted for sale subject
to  daily  volume  limitations.    The  placement  agent  received  warrants
exercisable  for  a  period  of  five  years to purchase 110,000 shares of the
convertible preferred stock at $25 per share.

The  convertible  preferred  stock  will  be  convertible at a discount to the
Common  Stock  ranging  from 8.5% to 39% depending upon the date on which such
shares  are  converted.    The  discount  is  considered  to  be an additional
preferred  stock dividend.  At June 30, 1997, the Company recorded a charge to
retained  earnings  and a corresponding increase to additional paid-in capital
of  $963,704  which  represents  the initial discount amount.  This amount has
been  recognized as a  return to the preferred shareholders and as a reduction
of income available to common shareholders.


<PAGE>
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Certain  statements  and  information  contained  in  this  Report  constitute
"forward  looking  statements" within the meaning of the United States Federal
securities  laws.    Such statements involve risks and uncertainties which may
cause  actual  results,  performance,  or  achievements  of  the Company to be
materially  different  from  results,  performance, or achievements implied by
such  forward  looking  statements.   Factors which could affect the Company's
financial  results  are  described  below  and  in the Company's latest Annual
Report  on  Form  10-K/A filed with the Securities and Exchange Commission for
the  year  ended September 30, 1996.  Readers are cautioned not to place undue
reliance  on these forward looking statements, which speak only as of the date
hereof.    The  Company  undertakes no obligation to release the result of any
revisions  to  these  forward  looking  statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrences of
unanticipated events.

OVERVIEW

The  business  activities  of  the  Company  center  around  mineral  resource
development.    The  primary  focus  to  date  has  been  the  acquisition and
exploration  and  mining  of precious mineral resource properties in Zimbabwe,
Zambia  and  South  Africa.    The Company holds a 100% interest in options on
certain  mineral  properties  in South Africa, a prospecting license in Zambia
and  is  presently  conducting  mining  operations  at  the  Zimbabwe  mining
properties.    In  addition,  the  Company  has  positioned  itself  in  the
environmental  industry  through an equity investment in WPUR which is focused
primarily  on  the  development,  manufacture,  sales  and management of water
treatment equipment and facilities.

RESULTS OF OPERATIONS

NINE  MONTHS  ENDED  JUNE  30, 1997 COMPARED TO THE NINE MONTHS ENDED JUNE 30,
1996

Revenues  for the nine months ended June 30, 1997 were $2,522,688 representing
sales  of  approximately 7,300 ounces of gold produced in Zimbabwe compared to
$372,756  for  the  nine  months  ended June 30, 1996 representing the sale of
approximately  1,000 ounces of gold during the period between January 31, 1996
(date  of  acquisition  of  the  Zimbabwe  mines)  through June 30, 1996.  The
Company  has  spent  in  excess  of  $11,000,000 in the first phase of a major
capital  improvement  program  which was completed in December 1996.  Prior to
completion  of  this  phase,  the  mines had operated on a limited basis.  The
completion  of  this  first phase has resulted in the Company having "state of
the  art"  production  circuits  which  are  capable  of providing sustainable
production  capacities.    During  the  nine  months  ended June 30, 1997, the
Company incurred $2,264,958 in fixed and variable costs related to revenues of
$2,522,688  from  the sale of gold.  These levels of revenues and expenses are
not necessarily indicative of future results.

Total  costs  and expenses excluding the $2,264,958 related to gold production
were  $3,028,391  for  the  nine  months  ended  June  30,  1997,  compared to
$2,655,228 for the nine months ended June  30, 1996, an increase of $373,163.

General  and administrative expenses were $1,514,450 for the nine months ended
June  30, 1997 compared to $1,116,174 for the nine months ended June 30, 1996,
an  increase of $398,276  Travel expenses increased $81,083 in the nine months

<PAGE>

ended June 30, 1997 compared to the nine months ended June 30, 1996 due mainly
to  increased  travel between Zimbabwe, Zambia and South Africa related to the
Company's  operations  and  exploration  activities  in  those  countries.  
Additionally,  the  Company  incurred travel expenses in the nine months ended
June  30,  1997 related to conducting a tour of the Zimbabwe mining operations
for a group of mining analysts to conduct due diligence for the preparation of
independent  research  reports.    Expenses  related to public and stockholder
relations increased $40,203 in the nine months ended June 30, 1997 compared to
the  nine months ended June 30, 1996.  Insurance costs were $37,601 higher for
the nine months ended June 30, 1997 compared to the nine months ended June 30,
1996  due  to  the Company obtaining increased liability insurance coverages. 
Other  general  and  administrative  expenses  increased  by $239,389 due to a
general  increase  in  the Company's business activities, primarily related to
expansion of the Zimbabwe mining operations.

Compensatory stock option expense decreased $281,475 for the nine months ended
June  30,  1997  compared  to  the  nine months ended June 30, 1996 due to the
vesting  of fewer compensatory stock options in the nine months ended June 30,
1997.

Professional  services  expenses,  consisting of accounting, audit and tax and
legal  expenses  increased  $124,558  in  the  nine months ended June 30, 1997
compared to the nine months ended June 30, 1996 due to higher consulting costs
related  to the Company's tax compliance and higher legal costs related to the
preferred stock financing.

Mineral  exploration  costs  charged  to operations were $439,756 for the nine
months ended June 30, 1997 compared to $447,647 for the nine months ended June
30,  1996,  a  decrease  of  $7,891.   Actual cash expenditures on exploration
programs increased however by approximately $300,000 from costs related to the
identification  of additional economic reserves in Zimbabwe.  These costs were
capitalized in the nine months ended June 30, 1997.

Merger  and acquisition related expenses increased $135,518 in the nine months
ended  June  30,  1997  to $204,414 due to the Company's continued activity in
developing new business opportunities around the world.

Total other expense, net was $549,727 for the nine months ended June 30, 1997,
compared  to $1,865,198 for the nine months ended June 30, 1996, a decrease of
$1,315,471.  This decrease was largely due to a reduction in the equity in the
net  loss  of  WaterPur  of $1,183,521 and a gain on the sale of the Company's
interest  in  a  mining joint venture of $126,000 (see Note 3 to the Condensed
Consolidated Financial Statements).

The  Company  anticipates  that,  in  the  short term, expenditures related to
upgrading  the mining properties in Zimbabwe will exceed revenues derived from
the  sale  of gold from the mines.  Additionally, the Company anticipates that
current  expense  levels  relating  to  active exploration programs in various
countries  will  continue  for the foreseeable future.  The Company charges to
expense  all  mineral  resource  exploration  and  development costs until the
mineral  property  to  which  they  relate is determined to have resources for
which recovery is economically feasible.  Costs are then capitalized until the
mineral  property  to  which  they  relate  is  placed  into production, sold,
abandoned  or written down where there is an impairment in value.  Capitalized
costs are to be charged to future operations on a unit-of-production basis.

<PAGE>
THREE  MONTHS  ENDED JUNE 30, 1997 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1996

Revenues for the three months ended June 30, 1997 were $1,025,537 representing
the  sale  of approximately 3,000 ounces of gold produced in Zimbabwe compared
to  $267,378  (approximately 900 ounces) for the three month period ended June
30,  1996.   Gold sales exceeded fixed and variable mineral operating expenses
by  $184,009 for the three months ended June 30, 1997.  The operations for the
three months ended June 30, 1996 reflect mine operations on a limited basis.

Total  costs  and  expenses  excluding the $841,528 related to gold production
were $790,634 for the three months ended June 30, 1997, compared to $1,100,016
for the three months ended June 30, 1996, a decrease of $309,382.

General  and  administrative expenses were $337,377 for the three months ended
June  30,  1997 compared to $527,953 for the three months ended June 30, 1996,
an  decrease  of  $190,576.    Travel  expenses decreased $37,024 in the three
months  ended  June  30, 1997 compared to the three months ended June 30, 1996
due  mainly  to  decreased  travel  between  Zimbabwe, Zambia and South Africa
related  to  the Company's operations in those countries.  Expenses related to
public  and  stockholder relations decreased $47,656 in the three months ended
June 30, 1997 compared to the three months ended June 30, 1996.  Other general
and  administrative expenses decreased $123,551 in the three months ended June
30,  1997  compared  to  the  three  months  ended June 30, 1996 mainly due to
returning  to  a  normal level of activity in Zimbabwe, after undergoing rapid
expansion  during  the  first  six  months of the current year associated with
operations start-up.  These decreases were offset by an increase of $17,655 in
insurance  costs  in  the  current  quarter  due to the Company increasing its
liability insurance coverages.

There  was  no  compensatory  stock option expense for the three months ended
June 30, 1997 as no compensatory stock options vested during the period.  This
compares to $66,284 for the three months ended June 30, 1996.

Professional  services  expenses,  consisting of accounting, audit and tax and
legal  expenses  increased  $146,535  in  the three months ended June 30, 1997
compared  to  the three months ended June 30, 1996 due to higher legal and tax
consulting costs.

Mineral  exploration expenses were $34,663 for the three months ended June 30,
1997 compared to $127,864 for the three months ended June 30, 1996, a decrease
of  $93,201.    As  mentioned  earlier,  this  decrease  is largely due to the
Company's  meeting  certain  accounting criteria for capitalizing a portion of
its  exploration  costs.    Additionally the Company had an active exploration
program  in South Africa during the three months ended June 30, 1996 which the
Company did not have in the three month period ended June 30, 1997.

Merger  and  acquisition  related  expenses  decreased  by $8,199 in the three
months  ended  June  30, 1997.  These expenses were associated with developing
new business opportunities around the world.

Total  other  expense,  net  was  $128,547 for the three months ended June 30,
1997,  compared  to  $917,129  for  the  three  months  ended June 30, 1996, a
decrease  of  $788,582.    This decrease was largely due to a reduction in the
equity  in  the  net  loss  of  WaterPur  of  $711,006  and an increase in net
investment  income  of  $113,102.  The increase in investment income is due to
the  Company investing funds raised in the convertible preferred stock private
placement.

<PAGE>

CAPITAL RESOURCES AND LIQUIDITY

At  June  30,  1997,  the Company had working capital of $8,825,980, including
$3,163,636  in unrestricted cash and cash equivalents.  Management anticipates 
that the net use  of  cash by operations will increase during the foreseeable 
future due to expenditures on mineral resource development projects in South 
Africa, mineral exploration  and  facility  upgrades  at  the Zimbabwe mining 
properties and a mineral  exploration  program  currently underway in Zambia.  
The Company will use  current  cash  and  cash equivalents to fund the on-going
projects in the short  and  medium  term  and  anticipates  that  it  will  be
able to secure additional  debt and/or equity financing to fund longer term 
projects although there  can  be  no  assurance  that  any such financing will 
be secured or the amounts thereof.

As  evidence  of  the Company's ability to secure debt or equity financing, in
the  year  ended  September 30, 1996, the Company received $12,975,683, net of
commissions  and  other expenses related to the transactions, through issuance
of  1,159,091  units,  consisting  of warrants and shares of restricted common
stock  in  exempt  private  transactions.    On  November 8, 1996, the Company
completed a private placement of 155,000 units for net proceeds of $1,410,500.
 Each unit consists of one share of the Company's restricted common stock plus
one warrant; two warrants plus $10.00 entitle the holder to purchase one share
of  the  Company's common stock.  The warrants are exercisable for a period of
two years.

On  January  24,  1997,  Casmyn  Mining  Zimbabwe (Private) Limited ("CMZ"), a
wholly  owned  subsidiary  of  the  Company,  obtained a $5,000,000 short term
credit facility which provides the Company with the ability to draw down short
term  loans  to  fund  operating  and  capital expenditures.  Loans under this
facility  can  be  drawn  down in minimum increments of $500,000 for up to 180
days but not past the maturity date of the facility.  All borrowings under the
facility  must  be  repaid  on  or  before one year from the date of the first
funding.    Interest  on borrowings under this facility is at LIBOR plus 2.25%
per  annum  ("pa");  1% pa paid as a funding fee at the time of borrowings and
LIBOR  plus  1.25% pa paid at maturity. In addition the Company paid a $50,000
arrangement  fee and is required to pay a quarterly commitment fee of 0.15% on
the  unused portion of the facility.  The facility also provides a refinancing
fee of 0.5% of the outstanding loan on the day prior to any refinancing if the
lender  is  not  a  party to the refinancing.  At June 30, 1997, $4,915,066 in
short  term loans were outstanding under the credit facility.  The facility is
secured  by  a  pledge  of  substantially  all  of  the assets of CMZ plus the
guarantee  of the Company.  In addition, CMZ is required to hedge a portion of
forward  gold  production  through  the  lender  if at any time the gold price
offered  by  the  Reserve  Bank  of  Zimbabwe  falls below $350 per ounce, the
Company  is  currently  discussing  hedge contracts with the lender as current
gold prices are below the $350 per ounce threshold.

On  April  14,  1997, the Company completed the placement of 751,200 shares of
convertible  preferred  stock for cash proceeds of approximately $16.8 million
(after  cash  fees  to the placement agent and the Company's financial advisor
and  estimated  transaction  expenses);  an additional 83,467 preferred shares
were  issued  to  Societe  Generale in exchange for $2,086,675 (less $84,000 
unamortized debt issue costs) of pre-existing convertible  debentures. Societe
Generale  also  converted  the  remaining $2,913,325 (less $116,000 unamortized
debt issue costs) balance  of  its  convertible  debt in exchange for 594,856 
common shares.The subscription price for the placement was $25 per share. The
preferred  shares  carry  an  8%  dividend  to be paid in additional shares of
preferred  stock and are convertible into common stock over a five year period
at  an increasing discount to the market price of the common stock at the time
of conversion, subject to certain adjustments.  The Company has the ability to

<PAGE>

force  mandatory  conversion if the common stock exceeds certain trading price
and  volume  targets.   The number of shares that can be converted by a holder
over  a  ten month period beginning in July, 1997 is limited to 10% per month,
cumulative.    The underlying common stock is also restricted for sale subject
to  daily  volume  limitations.    The  placement  agent  received  warrants
exercisable  for  a  period  of  five  years to purchase 110,000 shares of the
convertible  preferred  stock  at  $25  per share (see Note 7 to the Condensed
Consolidated Financial Statements).

Net  Cash Used in Operating Activities.  Net cash used in operating activities
was  $5,539,177  (before  depreciation  and other non-cash items) for the nine
months  ended  June  30,  1997  due  to  net  loss of $3,320,388 which was due
primarily  to the increased expenses related to the Zimbabwe mining operations
and  increased  compensation  and  benefits;  net  cash  used in operations of
$2,218,789  from  increases  in  accounts  receivable,  inventory, and prepaid
expenses  and  other  assets  and  decreases  in  accounts  payable,  accrued
liabilities; and amounts due from related parties.  Net cash used in operating
activities  was  $4,104,551 (before depreciation and other non-cash items) for
the  nine  months  ended June 30, 1996 due to net loss of $4,433,311; net cash
used  in  operations  of  $1,401,580  from  increases  in accounts receivable,
prepaid  expenses  and  other assets, and decreases in accrued liabilities and
amounts  due  from  related  parties;  and  net  cash  provided  by  operating
activities  of  $1,730,340  due  to a decrease in inventory and an increase in
accounts payable.

Net  Cash Used in Investing Activities.  Net cash used in investing activities
was  $15,140,016 for the nine months ended June 30, 1997 due to the purchase of
property  and  equipment  of  $7,739,754  primarily  at  the  Zimbabwe  mining
properties,  investment in marketable securities of $6,040,939 advances  to 
affiliates  and  increase  of long-term deposits of $2,259,323 and net cash 
provided by investing activities of $900,000, from the sale  of the Company's
investment in a mining joint venture (see Note 3 to the Condensed  
Consolidated  Financial  Statements).    Net cash used in investing 
activities  was $11,993,783 for the nine months ended June 30, 1996 due to the
purchase  of  certain businesses in Zimbabwe of $4,526,415, investments in and
advances  to  affiliates of $2,313,144, purchases of property and equipment of
$4,722,781,  a  decrease in cash of $459,708 due to a change in accounting for
the  Company's investment in WaterPur, and net cash provided of $28,265 due to
decreases in long-term deposits.

Net  Cash  Provided  by  Financing Activities.  Net cash provided by financing
activities  was $18,462,325 for the nine months ended June 30, 1997 due to the
Company  receiving  $1,410,500 from the proceeds, net of costs, from a private
placement  of  units,  $236,860 from the exercise of stock options, $5,252,621
representing  the  proceeds from the draw down of a line of credit in Zimbabwe
and  receiving  $16,751,389  from  the  proceeds, net of costs, from a private
placement  of  convertible  preferred stock.  These amounts were offset by an 
increase in restricted cash of $5,000,000 and the repayment  of  long-term  
debt  (under  capital leases) of $189,045.  Net cash provided  by  financing  
activities  was $13,759,685 for the nine months ended June 30, 1996 due to 
the collection of subscriptions receivable, proceeds from the  exercise  of  
stock  options  and  from the issuance of common stock in a private  
placement.    This  was offset by repayment of long-term debt and other 
financing activities of $355,726.

<PAGE>

PART II.  OTHER INFORMATION

ITEM 3.  CHANGES IN SECURITIES

Recent sales of Unregistered Securities

On  April  14,  1997,  the Company completed the sale of 751,200 shares of its
First  Series  Convertible  Preferred Stock to approximately eleven accredited
investors  at  a  price of $25.00 per share.  The preferred shares carry an 8%
dividend  to  be paid in additional shares of preferred stock and convert into
common  stock  over a five year period at an increasing discount to the market
price  of  the  common  stock  at  the  time of conversion, subject to certain
adjustments.  The Company has the ability to force mandatory conversion if the
common  stock exceeds certain trading price and volume targets.  The number of
shares  that can be converted by a holder over a ten month period beginning in
July,  1997  is  limited  to 10% per month, cumulative.  The underlying common
stock  is  also  restricted for sale subject to daily volume limitations.  The
placement  agent  received  warrants exercisable for a period of five years to
purchase 110,000 shares of the convertible preferred stock at $25 per share.

The  convertible  preferred  stock  will  be  convertible at a discount to the
Common  Stock  ranging  from 8.5% to 39% depending upon the date on which such
shares  are  converted.    The  discount  is  considered  to  be an additional
preferred  stock dividend.  At June 30, 1997, the Company recorded a charge to
retained  earnings  and a corresponding increase to additional paid-in capital
of  $963,704  which  represents  the initial discount amount.  This amount has
been  recognized as a  return to the preferred shareholders and as a reduction
of income available to common shareholders.

The  Company  received  approximately  $16,800,000  (after  cash  fees  to the
placement  agent and the Company's financial advisor and estimated transaction
expenses).    In  addition,  83,467  preferred  shares  were issued to Societe
Generale  in  exchange  for  $2,086,675  principal  amount  (less $84,000
unamortized debt issue costs) of pre-existing convertible  debentures. Societe
Generale  also  converted  the  remaining $2,913,325  principal  balance (less
$116,000 unamortized debt issue costs) of its  convertible debenture in exchange
for  594,856 common shares.  As the result of these exchanges, the Company has 
extinguished the entire convertible debenture.

The sale is exempt from registration under section 4 (2) of the Securities Act
of  1933.   Pursuant to the terms of the preferred stock investment agreement,
the  Company filed a registration statement on Form S-3 covering the resale of
the  underlying  shares  of  common  stock which was declared effective by the
Securities and Exchange Commission on July 29, 1997.

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

The  Company  held  its  annual  meeting on June 16, 1997.  At the meeting the
following  directors  were  reelected by the shareholders to hold office until
the  next  annual meeting of shareholders or until their respective successors
shall have been duly elected and shall have qualified:


<TABLE>
<CAPTION>

Name                                 Votes For       Votes Withheld
-------------------------------------------------------------------
<S>                                  <C>             <C>
Amyn S. Dahya - Chairman             8,326,135       1,846
Hanif S. Dahya - Vice Chairman       8,326,135       1,846
Edmund de Rothschild                 8,326,135       1,846
Dr. Arthur B. Laffer                 8,326,135       1,846
Sandro Kunzle                        8,326,135       1,846

</TABLE>
<PAGE>

The following proposals were submitted to the shareholders for approval:

1.  The election of the above named directors;

2.  Approval of the 1997 Directors Stock Option Plan as adopted by the
Board of Directors on January 17, 1997 which provides for a maximum of 350,000
options  to  purchase  common stock of the Company and the granting a total of
275,000  of  these  options at a price of $9.00 per share to Messers. Hanif S.
Dahya,  Edmund  de  Rothschild  and  Dr.  Arthur  B. Laffer.  The proposal was
approved  by  the shareholders with 7,324,936 votes for, 49,750 votes against,
8,113 abstentions and 945,392 non-votes;

3.  Approval to increase the number of shares available for grant under the
1995  Incentive Stock Option Plan from 800,000 to 1,500,000.  This proposal is
to  provide for additional options to be available to provide an incentive for
officers  and  key  employees  of the Company.  The proposal was approved with
7,326,538  votes  for,  47,120  votes  against,  7,423 abstentions and 946,930
non-votes;

4.  Appointment of Deloitte & Touche as auditors for the Company for the
fiscal  year  ending  September  30,  1997.    The  proposal was approved with
8,327,133  votes  for,  878  votes  against,  there  were  no  abstentions  or
non-votes.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


<TABLE>
<CAPTION>

<S>         <C>
A.          Exhibits

            Exhibit 27 - Financial Data Schedule (Edgar filing only)

B.          Forms 8-K

            None

</TABLE>

SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   Casmyn Corp.




                        /s/ Dennis E. Welling
August 11, 1997  By _____________________________
                    Dennis E. Welling, Controller
                   (Duly authorized and Principal Accounting Officer)