8-K

 
                       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:  March 8, 1996
                Date of earliest event reported:  March 6, 1996

                               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 6

 
ITEM 5.  OTHER EVENTS

     The news release dated March 6, 1996, a copy of which is attached as
Exhibit 1 hereto, is incorporated herein by reference and made a part hereof.



                                  Page 2 of 6

 
                                   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:  March 8, 1996                          By:  /s/ JEROME C. CAIN
                                                  -----------------------------
                                                  Jerome C. Cain
                                                  Treasurer and Secretary
 



                                  Page 3 of 6

 
                                 EXHIBIT INDEX


Exhibit No.  Description                           Page No.
- -----------  -----------                           --------

1.           News Release dated March 6, 1996      5



                                  Page 4 of 6

EX-99

 
       [LETTERHEAD OF ATLAS CORPORATION/MSV RESOURCES INC. APPEARS HERE]

NEWS                                                      FOR IMMEDIATE RELEASE

                    NEW FORCE IN NORTH AMERICAN GOLD FORMED
                     BY ATLAS CORPORATION AND MSV RESOURCES
                        _______________________________

  Denver, CO, March 6, 1996 -- Atlas Corporation (NYSE:AZ) and MSV Resources
Inc. (TSE, ME:MSV) today announced that they have agreed to combine the two
companies to create the nucleus of a growth oriented North American gold
producer.  As a combined company, through development of existing properties,
gold production in 1998 is expected to approach 200,000 ounces with copper
production resulting in total production in excess of 250,000 ounces of gold and
gold equivalent.

  MSV Resources is based in Montreal and produces gold and copper at its Copper
Rand and Portage mines in Chibougamau and also owns the nearby Eastmain gold
mine in northern Quebec.  Its production forecast for 1996 is 100,000 ounces of
gold and gold equivalent.  Since commencement of production in the 1950's the
mines in the Chibougamau camp have produced 2.8 million ounces of gold and 1.6
billion pounds of copper.

  Denver-based Atlas Corporation explores and develops gold properties in Nevada
and Arizona.  The Company is in the process of restarting mining operations at
the Gold Bar Project located in Eureka, Nevada with full year production planned
to be 65,000 ounces of gold.  The Gold Bar property is 105 square miles on the
Battle Mountain Trend and has four separate joint venture exploration programs
currently underway.  Atlas holds a 27.2% equity position in Granges Inc. (AMEX,
TSE:GXL) which produces 100,000 ounces of gold per annum at the Crofoot Lewis
mine in Nevada.

  The Boards of Directors have agreed to combine the companies through a share
exchange tender offer in which Atlas will offer to acquire all the shares of MSV
for the equivalent of 2 shares of Atlas for each 3 shares of MSV.  To this
purpose Atlas will establish a new Canadian Company, Atlas Canada Inc.  The
shareholders of MSV will receive shares of Atlas Canada which will carry voting
and equity rights equivalent to the common shares of Atlas Corporation and will
be exchangeable into Atlas common shares at the shareholders' option on a one-
for-one basis.  The Atlas Canada shares will be considered Canadian securities
for taxation purposes.

  "Combining Atlas with MSV creates a broader company with an established
foundation of existing gold production and development situations for further
growth," said David Birkenshaw, Chairman of Atlas Corporation.  "This is a first
step towards our committed goal of creating a major gold producing company that
can enhance value for shareholders.  The management of MSV brings an added
dimension to the combined company which will greatly assist us in realizing our
goal."

                                    - more -
                                  Page 5 of 6

 
  Mario Caron, Chairman and Chief Executive of MSV Resources said, "We see this
as an outstanding opportunity for MSV shareholders to participate in the growth
of a new force in the North American gold mining industry.  There is an
excellent management fit and the merger will help us realize the full potential
of our mines.   It is good news for our operations and employees in Quebec."

  Mr. Birkenshaw will continue as Chairman and Chief Executive Officer of Atlas,
Mr Caron will serve as Executive Vice Chairman and Gary Davis will remain as
President.  The Board of Atlas will be expanded to include four nominees of MSV
to reflect the importance of the MSV operations to the combined company.

  The take-over bid will be subject to customary conditions including, without
limitation, (i) the acceptance of the holders of at least 66 2/3% of the issued
and outstanding Common Shares of MSV, (ii) approval by the shareholders of Atlas
of the creation and issuance of the necessary shares to give effect to the
transaction, (iii) approval of all regulatory authorities having jurisdiction,
(iv) no material adverse change having occurred in either MSV or Atlas, (v) MSV
having raised a minimum of US$20 million of equity.



                                     #####



                                  Page 6 of 6