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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                          Canyon Resources Corporation
                 (Exact name of issuer as specified in charter)

             14142 Denver West Parkway, Ste. 250, Golden, CO  80401
                    (Address of principal executive offices)

         Issuer's telephone number, including area code (303) 278-8464

                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

   Indicate any change (increase or decrease) of 5% or more in the number of
                              shares outstanding:

1.       Title of security: Common Stock, $.01 par value.

2.       Number of shares outstanding before the change: 31,434,272

3.       Number of shares outstanding after the change: 37,284,110

4.       Effective date of change: July 24, 1996

5.       Method of change:  Redemption of 6% Convertible Subordinated Notes

         Give brief description of transaction:  Effective July 24, 1996, the
Company is authorized to issue 5,849,838 shares of its Common Stock in
connection with the redemption of the remaining $19,363,000 principal balance
of the Company's 6% Convertible Subordinated Notes which were issued by the
Company in May, 1993.


                          II. CHANGE IN NAME OF ISSUER

Not Applicable



Date July 24, 1996                      CANYON RESOURCES CORPORATION


                                        /s/ George S. Young
                                        ------------------------------
                                        George S. Young, Secretary