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                      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) December 16, 1998


                      BERYLLIUM INTERNATIONAL CORPORATION
            (Exact name of registrant as specified in its charter)


          UTAH                        0-9577                 87-0294391
(State or other jurisdiction        Commission            (I.R.S. Employer 
    of Incorporation                File Number        Identification Number)


8790 BLUE JAY LANE, SALT LAKE CITY, UTAH               84121
(Address of principal executive offices)              Zip Code


       Registrant's telephone number, including area code (801) 942-0895


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ITEM 5. OTHER EVENTS

    On December 16th, 1998, the Board of Directors of Beryllium International 
Corporation amended the warrant agency agreement by extending the expiration 
date on both the 24-Month warrants and the 48-Month Warrants from December 31, 
1998, to December 31, 1999.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

    c. Exhibits

         4 -- Resolution extending expiration date of 24-Month and 
              48-Month Warrants 


                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                              BERYLLIUM INTERNATIONAL CORPORATION

                              /s/ Gerald M. Park
                              -----------------------------------
                              Gerald M. Park
                              Vice President


Dated: December 16, 1998