UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 8-K


     Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
     
Date of Report (Date of earliest event reported):
                 April 18,1996


             ____________________
                 USMX, INC.
(Exact name of registrant as specified in its charter)
             ____________________

         Delaware                     0-9370              84-1076625
(State or other jurisdiction of    Commission           (I.R.S. Employer 
 incorporation or organization)    File Number         Identification No.)
                                                                 
141 Union Boulevard, Suite 100                                   
Lakewood, Colorado                                             80228
(Address of principal executive                             (Zip Code)
        offices)

                                           (303) 985-4665
                        (Registrant's telephone number, including area code)




Item 5. Other Events

a)   On April 18, 1996,  Donald P. Bellum was elected
  Chairman of the Board of Directors and Chief Executive
  Officer of the Company, effective May 1, 1996.  Mr. Bellum
  has served as a member of the Company's Board since 1992.
  He has over 38 years of experience in the mining industry
  including management positions with Utah International,
  Kennecott, Amoco Minerals and Cyprus Minerals, and is
  currently a consultant to the mining industry.  Mr. Bellum
  retired as Executive Vice President of Cyprus Minerals
  Company and was a key member of the management team that
  built Cyprus Minerals into a major mining company during the
  1980s and early 1990s.

  Mr. Bellum will receive a salary of $16,800 per month and
  has been granted an option to purchase up to 150,000
  shares of the Company's common stock at $2.55 per share.
  The options vest in annual installments of 50,000 shares
  each commencing on the date of grant.  Vesting would
  occur in the event of termination of Mr. Bellum's
  employment without cause.  This would include a change in
  control wherein the Company's executive offices were
  relocated or his duties were changed in a substantial
  manner.

  James A. Knox will continue to serve as the Company's
  President through June 30, 1996.  Thereafter, Mr. Knox
  will concentrate his duties in the areas of acquiring
  mineral properties and mining operations for the Company.
  


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.
     
                                       USMX, INC.
                                      (Registrant)

                                    /s/ Donald E. Nilson
Date: April 29, 1996             By:____________________________
                                    Donald E. Nilson, Vice President-
                                    Finance, Secretary