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: September 24, 1998
              Date of earliest event reported: September 22, 1998

                               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 3140
                            DENVER, COLORADO 80202
                   (Address of principal executive offices)


                                (303) 629-2440
             (Registrant's telephone number, including area code)



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ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

     The news release dated September 22, 1998, a copy of which is attached as
Exhibit 1 hereto, is incorporated herein by reference and made a part hereof.



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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: September 24, 1998              By:  /s/ James R. Jensen
                                           -------------------
                                           James R. Jensen
                                           Secretary and Chief Financial Officer
 



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                                 EXHIBIT INDEX


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

    1.          News Release dated September 22, 1998         5



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EX-99.1

 
                                   EXHIBIT 1


                                        
        ATLAS CORPORATION                               NEWS RELEASE
        370 SEVENTEENTH STREET, SUITE 3140         NASDAQ BULLETIN BOARD
        DENVER, CO  80202                          OTC:  ATSP
        USA


                  ATLAS CORPORATION FILES PETITION FOR RELIEF
            UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE
                       _________________________________

DENVER, COLORADO  SEPTEMBER 22, 1998  ATLAS CORPORATION announced that it has
filed with the United States Bankruptcy Court for the District of Colorado a
petition for relief under Chapter 11 of Title 11 of the United States Code, 11
U.S.C. Sections 101 et seq. (the Bankruptcy "Code").  The Company intends to
continue to operate its business as a debtor-in-possession pursuant to the Code.
Sender & Wasserman, P.C. represents the Company in this proceeding.
Subsidiaries of Atlas, Arisur Inc. and Cornerstone Industrial Minerals
Corporation ("Cornerstone"), will continue to operate in the ordinary course of
business.


A motion has been filed with the Court for approval of interim financing in the
amount of $750,000 secured by Atlas' 61% ownership of Cornerstone.  Subject to
Court approval, it is anticipated that a cash tender offer will be made for all
of the shares of Cornerstone.  Separately, the Company will file a motion
seeking approval of its intended acceptance of the tender offer for its entire
interest in Cornerstone, which is expected to yield (less the interim financing)
approximately $2.9 million to Atlas.  It is anticipated that the financing will
be approved by the first week of October 1998, and the sale of Cornerstone will
be approved shortly thereafter.

Atlas intends to concentrate on its business plan as set forth in its 1997
Report to Shareholders.  The key components of the plan include (1) additional
development of the Andacaba Mine operated by Arisur Inc., a wholly owned
subsidiary of Atlas which is producing lead, zinc, and silver in Bolivia, (2)
divestiture of Cornerstone, (3) completion of a third party remediation
agreement for the closure and final reclamation of the Moab Utah uranium
millsite (4) divestiture of non-core assets, and (5) continued reduction of
administrative costs.  Approval of Atlas' reorganization is expected to result
from the increased profitability of Arisur Inc. which would be achieved through
the planned additional development and reduced general and administrative costs.


FOR FURTHER INFORMATION CONTACT:

GREGG B. SHAFTER, PRESIDENT  (303) 629-2440

BANKRUPTCY COUNSEL:  HARVEY SENDER, ESQ.  (303) 296-1999

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