ATLAS CORP
8-K, 1995-10-04
GOLD AND SILVER ORES
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                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549


                                FORM 8-K
                                    
                             CURRENT REPORT
                                    
                   Pursuant to Section 13 or 15(d) of
                   THE SECURITIES EXCHANGE ACT OF 1934
                                    

                   Date of Report:  September 28, 1995
          Date of earliest event reported:  September 28, 1995
                                    
                            ATLAS CORPORATION
         (Exact name of registrant as specified in its charter)


          Delaware            1-2714             13-5503312
          (State of           (Commission        (IRS Employer
          Incorporation)      File Number)       Identification No.)


                      370 Seventeenth Street, Suite 3150
                            Denver, Colorado 80202
                   (Address of principal executive offices)
                
                                    
                                (303) 825-1200
             (Registrant's telephone number, including area code)
          
                                    







                                  Page 1 of 5
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Item 5.  Other Events

     The news release dated September 28, 1995, a copy of which is attached as
Exhibit 1 hereto, is incorporated herein by reference and made a part hereof.





















                                  Page 2 of 5
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                               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 hereunto duly authorized.


                                        ATLAS CORPORATION

Date:  October 4, 1995                  By:  /s/ Jerome C. Cain
                                           -------------------------
                                             Jerome C. Cain
                                             Treasurer and Secretary
                                             














                                  Page 3 of 5
<PAGE>
                
EXHIBIT INDEX
                              

Exhibit No.       Description                                         Page No.
- -----------       -----------                                         --------
1.                News Release dated September 28, 1995                  5

 





















                                  Page 4 of 5

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[ATLAS LOGO]
                               ATLAS CORPORATION
                           370 17th St., Suite 3150
                               Denver, CO  80202



News                                                      Contact:  Robbin Lee
For Immediate Release                                            (303)825-1200

                                   
                    Atlas Secures $11 Million in Financing
                        _______________________________

  Denver, CO, September 28, 1995 -- Atlas Corporation (NYSE:AZ) announced today
that it has entered into an agreement to privately place $11 million of
convertible debentures. The agreement provides for the placement of an
additional $4 million of debentures on a best effort basis. Conversion of the
five year debentures is into a portion of the 12.7 million shares of Granges
Inc. Common Stock that Atlas controls. The conversion rate is at a US $2.35 per
Granges share. The debenture has a three year no call provision. Interest will
be paid in cash at the rate of 7 percent per annum.

  Proceeds of this transaction will be used to fund the resumption of mining
operations at Atlas' Gold Bar Project, located in Eureka, Nevada. In addition,
funds will be used for exploration and development on the recently announced
Doby George Property acquisition, which is scheduled to close in October 1995,
as well as exploration on the recently optioned Commonwealth and Dixie Comstock
properties.

  David J. Birkenshaw, Atlas' Chairman and Chief Executive Officer, stated,
"This placement allows Atlas to leverage its Granges position while securing
financing under favorable terms for important growth projects and without
dilution to Atlas' shareholders. While conversion of the debenture would reduce
Atlas' position in Granges, it would reflect considerable appreciation in our
remaining equity position."




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