PROSPECTUS

                                Common Stock

                            MAGMA COPPER COMPANY

     This  Prospectus relates to the  resale by the  Selling Securityholders
of up to 1,000,000 shares of Common  Stock they may acquire upon exercise of
Common Stock Purchase Warrants (the "Class B Warrants") and to the resale by
one  of  the  Selling  Securityholders  of  2,320,600  additional shares  of
Common Stock previously acquired by such Selling Securityholder.

     The Company's Common Stock  is  listed  on  the New York Stock Exchange
("NYSE") (Symbol: "MCU").  On  April 11, 1994,  the   closing  price  of the
Common Stock, as reported  on the NYSE, was $14-5/8  per  share.  Any Common
Stock offered will be  listed on  such exchange.

     The Selling Securityholders may sell the Common Stock from time to time
in underwritten public offerings, in transactions pursuant to Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), in  privately
negotiated transactions, through  the facilities of the NYSE,  or otherwise,
at market prices prevailing at the time  of sale, at prices relating to such
prevailing market  prices, or at  negotiated prices.   The Company  will not
receive any  of the proceeds from  the sale of  Common Stock by  the Selling
Securityholders.   All expenses in  connection with the  registration of the
securities, other than any  underwriting or brokerage discounts, commissions
and selling  expenses with respect to Common Stock being sold by the Selling
Securityholders, will be  borne by the Company.  See  "Plan of Distribution"
and "Selling Securityholders."



          For  a  discussion of  certain  factors  that should  be
          considered  by  prospective  investors, see  "Investment
          Considerations."




        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
           PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
          ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


               The date of this Prospectus is April 12, 1994


                            AVAILABLE INFORMATION

     Magma  is subject to  the informational requirements  of the Securities
Exchange Act  of 1934, as  amended (the "Exchange  Act"), and  in accordance
therewith  files reports,  proxy statements  and other information  with the
Securities and Exchange  Commission (the "Commission").   The reports, proxy
statements  and other information filed by Magma  with the Commission can be
inspected and copied at the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington,  D.C.  20549,  and at  the  following  regional  offices of  the
Commission:  7 World Trade Center, 13th Floor,  New York, New York 10007 and
Northwestern Atrium  Center, 500 West  Madison Street, Suite  1400, Chicago,
Illinois 60661.   Copies of such information can be obtained from the Public
Reference Section  of the  Commission, 450  Fifth Street, N.W.,  Washington,
D.C. 20549, at prescribed rates.  The Common Stock is listed on the New York
Stock Exchange  and similar information  can be inspected and  copied at the
NYSE, 20 Broad Street, 17th Floor, New York, New York 10005.

     This  Prospectus constitutes a part of a registration statement on Form
S-3  (the "Registration Statement") filed by the Company with the Commission
under  the Securities Act  of 1933,  as amended  (the "Securities  Act"). As
permitted  by the rules and  regulations of the  Commission, this Prospectus
omits certain of the information contained in the Registration Statement and
reference  is hereby made to the Registration Statement and related exhibits
for  further  information with  respect to  the  Company and  the securities
offered hereby.   Statements contained herein  concerning the provisions  of
any documents filed as an exhibit to the Registration Statement or otherwise
filed with the Commission are not necessarily complete, and in each instance
reference is  made  to the  copy  of such  document  so filed.    Each  such
statement is qualified in its entirety by such reference.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following documents have been  filed by Magma  with the Commission
and  are  hereby incorporated  by reference into this Prospectus: (i) Annual
Report  on Form  10-K for  the fiscal year ended December 31, 1993, and (ii)
the  description  of  the  Common  Stock contained in the Company's Form 8-A
filed on October 22, 1992. All other documents and reports filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this
Prospectus and prior to the  termination of  the offering of  the securities
shall be  deemed to be incorporated by  reference herein and shall be deemed
to  be  a  part  hereof  from  the  date  of  the filing of such reports and
documents.

     Any  statement contained  in a  document incorporated  or deemed  to be
incorporated  by  reference  herein  shall  be  deemed  to  be  modified  or
superseded for  purposes of this Prospectus  to the extent that  a statement
contained herein or  in any subsequently filed document which  also is or is
deemed  to be incorporated by  reference herein modifies  or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except  as  so  modified  or  superseded,  to  constitute  a  part  of  this
Prospectus.

     The Company will  provide without charge to each person  to whom a copy
of this  Prospectus is delivered, on written or oral request of such person,
a copy  of any or all  documents which are incorporated  herein by reference
(not  including the  exhibits to  such documents,  unless such  exhibits are
specifically incorporated by reference in the document which this Prospectus
incorporates).    Requests  should   be  directed  to  Mr. Richard  Johnson,
Assistant Treasurer, at the Company's principal executive offices located at
7400 North Oracle Road,  Suite 200, Tucson, Arizona 85704,  telephone number
(602) 575-5600.
                                 THE COMPANY

     Magma is a fully  integrated producer of electrolytic copper  and ranks
among the largest  U.S. copper  producers.  Magma's  principal products  are
high quality copper cathode and high quality copper rod, the latter of which
is the basic feedstock of the copper wire and cable industry.

     The  Company  owns and  operates underground  copper  mines at  its San
Manuel  and  Superior Mining  Divisions, open-pit  copper  mines at  its San
Manuel and Pinto Valley Mining Divisions, and in situ leaching operations at
its  San Manuel  and  Pinto Valley  Mining  Divisions, all  in  southeastern
Arizona.

     Magma operates the largest and most modern copper smelting and refining
complex  in the  United States  through its  wholly owned  subsidiary, Magma
Metals Company.  The smelter has a rated production capacity of 1.25 million
tons of  copper concentrate per  year, which  represents up to  25% of  U.S.
smelting and  refining capacity.  In  addition to smelting and  refining its
own  copper  concentrate  production,  the  Company  smelts  and  refines  a
substantial  amount of  copper  concentrates  on  a  custom  basis  for,  or
purchased from, third parties,  the profits from which reduce  the Company's
overall break-even cost of producing copper.

     Magma  was  a wholly  owned  subsidiary of  Newmont  Mining Corporation
("Newmont") from 1969  until March  1987, and remained  under its  influence
until  November   1988,  when   Magma  undertook  a   recapitalization  (the
"Recapitalization") in  which  it  purchased all  of  the  remaining  equity
interests held by Newmont.

Recent Operating Performance

     Since the Recapitalization, the  Company has substantially improved its
operating performance.  The Company has increased copper production from its
own sources  by approximately  40% from  402 million pounds  in 1988  to 563
million  pounds in 1993.   Production from the  leaching, solvent extraction
and electrowinning  ("SX-EW") operations  increased by  87% from 86  million
pounds in 1988 to 161 million pounds  in 1993.  The Company's total smelting
and  refining production has increased by approximately 48% from 414 million
pounds  of copper in 1988 to 615 million pounds in 1993.  Net cash operating
costs of copper  sold have decreased from $.78 per  pound ($.93 adjusted for
inflation) in 1988 to $.66 per pound in 1992.   In 1993, despite the effects
of extraordinary rains and flooding early in the year, the  Company was able
to  maintain the $.66 per pound  cost level that had  been achieved in 1992.
Further, as a result  of intensified cost reduction efforts,  cash operating
costs decreased to $.63 per pound in the third quarter and $.61 per pound in
the fourth  quarter of 1993.   Net cash operating costs  per pound represent
(a)  operating costs of  Magma source  copper sold  (excluding depreciation,
depletion and  amortization) reduced by credits for  by-products and profits
from  custom processing divided by (b) total pounds sold from Magma sources.
The  Company  attributes  its  increased  production  and  productivity  and
reduction in operating  costs primarily to  improved labor relations,  which
culminated  in  the execution  in 1991  of  a 15-year  collective bargaining
agreement,  as well as the use of innovative operating technology, including
an increase in production from lower cost SX-EW technology.

     During  1993,  the  Company's  operations were  adversely  affected  by
extraordinary rainfall conditions, lower copper prices (which were partially
offset by hedging  activities) and other factors.  As  a result, total sales
and net income were $792.4 million and $21.9 million, respectively,  for the
year  ended December 31, 1993, compared to $819.5 million and $55.3 million,
respectively, for the year ended December  31, 1992.  The Company  estimates
that the extraordinary  rainfalls reduced net income by  approximately $15.5
million during the first six months of  1993.  Although the Company is still
in  the process  of  repairing,  upgrading  and  expanding  certain  of  its
facilities that were damaged by the rainfalls, operations that were affected
by the rainfalls returned to normal in the second half of 1993.

     The Company's operations  are highly dependent on copper prices.   As a
hedge against lower copper prices, the Company purchased  put options on the
London  Metal  Exchange  ("LME")  covering  511.5  million  pounds  of  1993
production at an exercise price of $.95 per pound.  During the second, third
and  fourth  quarters  of  1993,  the  Company  exercised  option  contracts
totalling 384 million  pounds.  Largely as a result  of these options, Magma
was  able to achieve an average realized price per pound of $.94 in 1993, as
compared to  an average  LME price of  $.87 per  pound.   For the first  and
second  quarters of  1994, the  Company has  purchased put  option contracts
covering  287 million  pounds of  production, providing  a minimum  realized
price of $.72 per pound on a LME basis. For the third and fourth quarters of
1994,  the  Company  has  entered  into  LME  futures contracts covering 121
million  pounds  of  production  at  an  average price of $.82 per pound and
purchased  put  option  contracts  covering 176 million pounds of production
that provide a minimum realized price  of $.74 per pound on a LME basis. The
Company has  also  purchased  put  option  contracts  covering  374  million
pounds  of its production during the first three quarters of  1995 providing
a minimum realized price of $.74  per pound on  a LME basis.   Coupled  with
expected reductions in cash  operating  costs, the Company believes that the
protection  afforded by the options should result in positive cash flow from
operations during  1994.    In  addition to its hedging program, the Company
has accelerated measures designed to reduce its cash operating costs, with a
view  to  maintaining  sufficient cash  balances,  cash  flow and  borrowing
capacity necessary to fund selected development projects.

Development Opportunities

     The Company  is  currently pursuing  or evaluating  several major  mine
development  opportunities, as  well  as an  expansion  and upgrade  to  its
smelting and refining complex.

     Robinson Mining District.  In  1991, the Company completed a  series of
transactions in which it acquired the Robinson Mining  District ("Robinson")
near Ely, Nevada, for an aggregate cost of approximately $58 million.  Based
upon  drill and assay  results, the Company  believes that  Robinson has 252
million tons of proven/probable  sulfide ore reserves with an  average grade
of .553% copper  and .0102 ounces  of gold per ton,  and 57 million  tons of
gold oxide ore  reserves with an average  grade of .0086 ounces of  gold per
ton.   The Company estimates  that Robinson could  produce approximately 135
million  pounds of copper annually for 16 years through traditional methods.
In addition, these studies  estimate that Robinson could produce  an average
of 97,300 ounces of gold and  390,000 ounces of silver annually from sulfide
copper  ore and  17,500 ounces  of gold  per  year from  leaching operations
during this time period.  The Company  is conducting a further study of this
property  to determine  the  opportunity to  increase  production and  lower
costs,  which  may  require  greater  capital  investment.   Development  of
Robinson  requires,  among  other  factors,  appropriate  environmental  and
operating  permits.  In early 1993, the Bureau of Land Management determined
that an Environmental Impact  Statement ("EIS") must be prepared  to analyze
the Company's proposed re-development of the property.  The Company believes
the EIS process  will be completed during 1994 and  production will begin in
the  first  quarter of  1996, although  there can  be  no assurance  in this
regard.

     Kalamazoo.   The  Company's Kalamazoo  orebody, which  is near  its San
Manual underground  mine, is comprised of  two levels, an upper  level which
consists of  approximately 33 million  tons of proven/probable  ore reserves
and  a  lower  level  which  contains  approximately  186  million  tons  of
proven/probable  ore  reserves.   In  March  1993,  the  Company's Board  of
Directors approved  funding  for  the  development of  the  lower  Kalamazoo
orebody.   Based  on the  current mine  plan, this  project is  scheduled to
produce 2.13 billion pounds of copper during the period from 1996 to 2009.

     Florence.   In July  1992, the Company  completed the acquisition  of a
large copper deposit near Florence, Arizona.  The Company's project team has
begun a pre-feasibility study  to determine the opportunity  for the use  of
SX-EW leaching technology at this deposit.

     Smelting  and  Refining Complex.    The Company  is  in the  process of
expanding and upgrading its smelting and refining complex.  During 1993, the
smelter produced 681 million  pounds of copper in anode  form, significantly
in excess of its  design capacity of 600 million pounds.  The expansion will
increase design  capacity to 720 million  pounds per year.   The increase in
design capacity,  scheduled to be  completed in the second  quarter of 1994,
should enable the Company to maintain its custom smelting business even with
the expected increase in smelting from Magma source copper when the Robinson
Mining  District begins production.  In addition, the smelter project, which
includes the addition  of a new, large acid plant,  will further improve the
smelter's environmental performance.

     Capital Requirements.   Based on present  estimates development of  the
Robinson  Mining District could require capital expenditures on the order of
approximately  $300   million   for  traditional   concentrate   production,
development   of  the   lower  Kalamazoo   orebody  could   require  capital
expenditures of  approximately $140 million  and expansion of  the Company's
smelting and refining complex is expected to require capital expenditures of
approximately $85  million, for an aggregate of  approximately $500 million.
Of this amount,  $105 million had been expended toward  these projects as of
December  31, 1993, $90 million  is expected to be expended  in 1994 and the
remainder is expected to  be spent over the next four  years.  The foregoing
estimates  are  subject  to change.    The  Company  has  not yet  made  any
determination of the cost to develop the Florence property.

     The Company intends  to finance  any projects that  it undertakes  with
internal  cash flow, cash  reserves and additional  financings if necessary.
The completion or success of these projects or, in some  cases, the decision
to undertake  them is subject to a number of factors, including the price of
copper  and,  where appropriate,  the  completion  of favorable  feasibility
studies, permitting and other factors.  Many of these factors are outside of
the Company's  control.   There can  be no assurance  that the  Company will
undertake all of these opportunities or that, if undertaken, they will prove
successful.   If the Company is unable to replace its reserves from the mine
development  projects being  pursued or  evaluated, or  with other  reserves
identified or acquired in  the future, the Company's dependence  upon third-
party  sources to  supply copper  concentrate to  its smelting  and refining
operations would increase.

Refinancings and Related Matters

     In the  past three years, the Company has taken a number of significant
actions in  an effort  to enhance  its financial  position on a  prospective
basis, including the following.

     Debt  Refinancing.    Through  a  series  of  new  debt  offerings  and
redemptions  of   previously  outstanding  indebtedness,  the   Company  has
refinanced almost all  of its outstanding public  indebtedness, reducing the
weighted average interest rate on its  outstanding debt from 14.1% to 10.7%.
The refinancings resulted in a $9.7 million decrease in net interest expense
in 1992  over 1991, which was partially offset by a $3 million extraordinary
loss related to premiums paid on early debt repayments.

     In May 1993, the Company established a $200 million unsecured revolving
credit facility.  The facility has a five-year term and matures in May 1998.
The loan agreement evidencing the facility limits the ability of the Company
and its subsidiaries  to encumber their  assets and property, to  enter into
sale and leaseback transactions, to enter into mergers and consolidations or
to  sell all  or substantially  all of  their assets (or  certain identified
assets), and  to repurchase  or redeem subordinated  indebtedness, including
Senior Subordinated Debt Securities and Subordinated Debt Securities, except
in certain circumstances.  The loan agreement also limits  the incurrence of
indebtedness  by the Company's  subsidiaries, requires that  the Company and
its subsidiaries maintain a minimum consolidated net worth, and  establishes
a maximum ratio of  debt to capitalization and  a minimum interest  coverage
ratio.  As of March 31, 1994, there were no outstanding borrowings under the
revolving  credit facility.

     Enhanced Capital Base.  During 1993, the Company raised $200 million of
additional  equity  through two convertible preferred stock offerings.  In a
public offering  completed in  July 1993, the Company issued $100 million of
convertible  preferred stock  that carries a 5-5/8% cumulative  dividend. In
December 1993, the Company  completed a public offering  of $100 million  of
convertible preferred stock that carries a 6% cumulative dividend.

     In December 1992, the  Company conducted an exchange offer  under which
all of  its then outstanding  Series B  Cumulative Convertible  Exchangeable
Preferred  Stock was  exchanged  for Common  Stock.   This  preferred  stock
carried a cumulative  dividend obligation in excess of $9  million per year,
which would have been payable solely in cash beginning in November 1993.

     In  October  1992,  the  Company's  stockholders  voted  to  amend  the
Company's  Certificate  of  Incorporation   to  eliminate  the  dual  class,
disparate voting  rights structure of its Common Stock.  The Company now has
one class of Common Stock, $.01 par value per share.

     Accounting  Adjustments.  At the  end of 1991,  the Company implemented
various accounting adjustments in conjunction with the reorganization of the
Company into  distinct profit centers.   Although these  adjustments reduced
stockholders' equity and  lowered prior  earnings, they did  not impact  the
Company's cash position or cash flow.


                          INVESTMENT CONSIDERATIONS

     Copper Price Volatility.  The profitability of the Company's operations
is largely dependent upon the worldwide market price for copper.  A one cent
per pound change in the average price received for the Company's 1993 output
would  have  affected  earnings  before interest,  taxes,  depreciation  and
amortization  by an estimated $5.6 million.  Copper prices have historically
been  subject  to wide  fluctuations and  are  affected by  numerous factors
beyond  the control  of the  Company, including  international economic  and
political conditions, levels of supply and demand, the availability and cost
of  copper substitutes, inventory levels maintained  by copper producers and
others and, to a lesser degree, inventory carrying costs (primarily interest
charges) and international exchange  rates.  From time  to time the  Company
engages in hedging  activities in an effort to stabilize  the Company's cash
flow in  the event of declining  copper prices.  Depending  upon the hedging
program employed,  market conditions  and other factors,  hedging activities
could reduce the cash flow which the Company would otherwise realize.

     Competition.   Certain  foreign and  domestic copper  producers benefit
from higher-grade orebodies than those owned by  the Company.  Further, most
foreign  producers  benefit  from  lower  labor  rates  and  less  stringent
environmental  regulation  than  United  States  producers.    Many  foreign
producers maintain maximum production to meet  government-imposed employment
and  foreign  exchange  revenue  goals,  sometimes  without  regard  to  the
condition of  the world copper market  or the profitability of  their mining
operations.   The  Company  and other  copper  producers also  compete  with
manufacturers of  other  materials,  including  aluminum,  stainless  steel,
plastics  and fiber  optic cables.   Should copper  prices increase,  use of
these alternative materials may also increase.

     Environmental Regulation.  The mining and mineral processing industries
are  subject to extensive regulations for the protection of the environment,
including regulations relating to air  and water quality, mine  reclamation,
remediation,  solid  and  hazardous  waste  handling  and  disposal  and the
promotion of  occupational safety.  From  time to time the  Company is cited
for  noncompliance  with  applicable  environmental  laws  and  regulations.
However,  the Company believes that  it is currently  in material compliance
with  these laws  and regulations  and,  although there can  be no assurance
in this regard, the Company believes that there are no pending environmental
matters that are likely to have  a material adverse effect on its results of
operations.   Future regulations or regulatory interpretations could require
the  Company  to  modify  or  curtail its  operations  or incur  substantial
additional  expense.  In  this regard,  the Company cannot predict,  at this
time, the level of  new emissions controls  and related  costs which  may be
required for it  to comply   with standards governing emissions  of sulphur,
particulates and  air  toxics  that  are  expected  to be adopted  under the
Federal Clean Air Act  Amendments of 1990 and the Arizona Clean Air Act.

     Industry Risks;  Reserves.  The Company is  subject to the normal risks
encountered in the mining industry, such as unusual or unexpected geological
formations,  cave-ins,  flooding,  fires,  environmental  issues  and  water
issues.    The Company's  mineral reserves  may  not conform  to geological,
geomechanical, metallurgical or other expectations  with the result that the
volume and grade of reserves  recovered and rates of production may  be less
than  anticipated.  Further, market price fluctuations in copper, changes in
operating and capital costs and other factors may affect ore reserves.

     Development Projects.  The  existing open pit and underground  mines at
the Company's San  Manuel Division are scheduled to close  in 1994 and 1998,
respectively,  and its  open  pit  mine  at the  Pinto  Valley  Division  is
scheduled  to close in 1999.  The  Company is pursuing or evaluating several
development opportunities  in an  effort to enhance  its ore reserves.   The
Company is also in the  process of expanding and upgrading its  smelting and
refining  complex.   Development  of  these  projects will  require  several
hundred  million dollars in capital  investment.  To  the extent undertaken,
the Company intends to  finance its development projects with  internal cash
flow, cash  reserves and additional financings if necessary.  The success of
these projects is subject  to a number of factors, some of which are outside
of the Company's control.  The cost estimates for these projects are subject
to change.  If the Company is  unable to replace its reserves from the  mine
development  projects being  pursued or  evaluated, or  with other  reserves
identified or acquired in  the future, the Company's dependence  upon third-
party  sources to  supply copper  concentrate to  its smelting  and refining
operations would increase.

                           SELLING SECURITYHOLDERS

     The  following table provides  certain information with  respect to the
Common Stock owned by each Selling Securityholder  as of March 25, 1994.


                                       Percentage                Percentage
                                        of Common                of Common
                                         Shares                    Shares
                                      Beneficially              Beneficially
                          Number of      Owned       Number of     Owned
                           Common       Prior to      Common       After
                           Shares       Offering      Shares      Offering
 Name                       Owned          (1)        Offered       (2)
 ----                    ----------   ------------  ----------   ----------
 DBL Liquidating Trust       86,022        *            86,022        0  %

 Morgenthaler Venture
   Partners II               76,319        *            21,505        *

 Warburg Pincus Capital
   Company, L.P.         19,220,216(3)     41.1%     3,213,073       34.2%

      TOTAL              19,382,557        41.5%     3,320,600       34.4%
                         ==========      ======     ==========     ======

_________________________

*    Represents less than 1% of the Company's outstanding Common Stock.

(1)  Includes  all shares of Common Stock  beneficially owned by the Selling
     Securityholder as  a percentage  of  the sum  of (i)  the Common  Stock
     outstanding  at  March  25,  1994,  and (ii)  the  1,000,000  shares of
     Common  Stock  reserved for  issuance in  connection  with the  Class B
     Warrants.

(2)  Assumes that the Selling  Securityholder disposes of all of  the shares
     of Common Stock  covered by this  Prospectus and  does not acquire  any
     additional shares of Common Stock.

(3)  Includes  892,473 shares  of Common  Stock underlying Class  B Warrants
     held by the Selling Securityholder and 2,320,600 shares of Common Stock
     previously acquired by the Selling Securityholder.

                            PLAN OF DISTRIBUTION

     This prospectus  relates to the  resale by  the Selling Securityholders
of up  to 1,000,000  shares of  Common  Stock  they  may  acquire  upon  the
exercise  of the  Class B  Warrants and  to the  resale by  Warburg,  Pincus
Capital Company, L.P. ("Warburg"),  one  of  the Selling Securityholders, of
2,320,600 shares of Common Stock previously acquired by Warburg. The Selling
Securityholders   may  from   time   to  time  sell   Common  Stock  through
underwriters, dealers or agents, who may receive compensation in the form of
underderwriting   discounts,  concessions   or commissions  from the Selling
Securityholders and/or  the purchasers of the  securities for whom  they may
act as agent.  At the time a particular offering of Common Stock is made, to
the  extent required,  a Prospectus Supplement will be distributed with this
Prospectus which will set forth the aggregate number of shares being offered
and  the terms  of the  offering, including  the names of any  underwriters,
dealers or agents, any discount,  commissions  and other items  constituting
compensation  from  the   Selling  Securityholders   and  any  discounts  or
concessions allowed or reallowed or paid to dealers.

     Alternatively, the Selling Securityholders may from time to time effect
sales of Common Stock in one or more transactions pursuant to Rule 144 under
the  Securities  Act,  in  privately negotiated  transactions,  through  the
facilities  of the  NYSE, or otherwise,  at market prices  prevailing at the
time  of sale, at  prices relating to  such prevailing market  prices, or at
negotiated prices.  It is anticipated that any broker-dealers  participating
in  such sales of  securities will receive  the usual  and customary selling
commissions.

     The Company will  pay substantially all of the expenses incident to the
registration of  the Common  Stock offered hereby,  other than  underwriting
discounts, commissions  and selling  expenses with  respect to Common  Stock
being sold by the Selling Securityholders.

                               USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of Common Stock
by the Selling Securityholders.

                          DESCRIPTION OF SECURITIES

     The following summary of  terms of the  Company's  Class B Warrants and
Common  Stock  does not  purport  to be  complete  and  is  subject  to, and
qualified in its entirety by, the provisions of the Class B Warrants and the
Company's Certificate of Incorporation.

Class B Warrants

     The Company issued  and sold  1,000,000  Class  B  Warrants  to Warburg
in connection  with a recapitalization of  the Company on November 30, 1988.
Warburg  subsequently  transferred 107,527  of the  Class B Warrants  to two
other  institutional  investors  (collectively  with  Warburg,  the "Selling
Securityholders").

     Each Class  B  Warrant entitles  its holder  to purchase  one share  of
Common Stock at an exercise price of $8.50 per share,  subject to adjustment
in  certain cases, at  any  time  on  or  prior to  November 30,  1995,  the
expiration date of the Class B Warrants.

Common Stock

     The Company's  Certificate of Incorporation authorizes  the issuance of
100,000,000  shares  of Common  Stock.   As of  March  25, 1994,  there were
45,742,901  shares of  Common  Stock  outstanding  (excluding the  1,000,000
shares of Common Stock reserved for issuance in connection with the  Class B
Warrants).  The Common Stock is traded  on  the  NYSE.

     All  outstanding shares  of Common  Stock are,  and any  shares  issued
upon exercise of  the Class B Warrants in accordance  with the terms thereof
will be, fully paid and non-assessable.

     The holders of Common Stock are entitled to  receive dividends when and
as declared by  the Board of Directors  of the Company out  of funds legally
available  therefor, provided that if  any shares of  preferred stock are at
the  time outstanding,  the payment  of dividends  on Common Stock  or other
distributions  (including purchases of Common  Stock) may be  subject to the
declaration and payment  of full  cumulative dividends, and  the absence  of
arrearages in any mandatory sinking fund, on outstanding shares of preferred
stock.  As of the date hereof, the Company has two series of preferred stock
outstanding, 2.0 million shares of Series D Cumulative Convertible Preferred
Stock, which has a liquidation preference of $50.00 per  share and carries a
5-5/8%  cumulative dividend, and  2.0 million shares of  Series E Cumulative
Convertible Preferred Stock,  which has a  liquidation preference of  $50.00
per share and carries a 6% cumulative dividend.

     The  holders of Common Stock are entitled to one vote for each share on
all matters voted on by stockholders, including elections of directors.  The
holders of Common Stock do not have any conversion, redemption or preemptive
rights.  In the event of  the dissolution, liquidation or winding up of  the
Company, holders of Common Stock are entitled to share ratably in any assets
remaining after the  satisfaction in full of the  prior rights of creditors,
including  holders   of  the  Company's  indebtedness,   and  the  aggregate
liquidation preference of any preferred stock then outstanding.

     Certain provisions  of the  Company's Certificate of  Incorporation and
Bylaws may be considered as having an anti-takeover effect.  Such provisions
empower  the Board of Directors to fix  the rights and preferences of and to
issue  shares of preferred stock; limit  certain substantial stockholders of
the Company from  significantly increasing  their interest in  the stock  or
assets of the Company without the consent of the Board of Directors and/or a
supermajority of the  stockholders of the Company;  prohibit stockholders of
the  Company from  calling  a special  meeting;  place restrictions  on  the
ability  of stockholders to nominate  persons for the  position of director;
and require that  the Board of Directors be divided into  three classes.  In
addition, certain  provisions of law may  have the effect of  protecting the
Company against  undesired takeover attempts.   Specifically, under Delaware
law (and a similar provision of the Company's Certificate of Incorporation),
in  certain instances, significant  holders (as specified)  of the Company's
voting  stock may  not, without approval  of a  specified vote  of the other
stockholders,  or approval  of  the Company's  Board  of Directors  (or  the
independent members thereof) prior to becoming a significant holder, acquire
additional interests in the Company's assets or capital stock.

Transfer Agent

     The transfer agent for  the Common Stock is Mellon  Financial Services,
111 Founders Plaza, 11th Floor, East Hartford, Connecticut 06108.

                                   EXPERTS

     The consolidated balance sheets as of  December 31, 1993 and 1992,  and
the consolidated  statements of operations, changes  in stockholders' equity
and cash flows and the  related schedules for each of the three years in the
period  ended  December  31,  1993, incorporated  into  this  Prospectus and
elsewhere  in  the  Registration  Statement,  have  been  audited  by Arthur
Andersen  &  Co.,  independent public  accountants,  as  indicated  in their
reports with respect thereto,  and are incorporated herein in  reliance upon
the authority of said firm as experts in giving said reports.

                         VALIDITY OF THE SECURITIES

     The validity of the issuance of  the securities offered hereby will  be
passed upon  for the Company by Snell & Wilmer, One Arizona Center, Phoenix,
Arizona 85004, counsel to the Company.