<PAGE>   1

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                             ----------------------

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                       For the period ended June 30, 1998
                                       or
            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
             For the transition period from __________ to _________

                             ----------------------

                         Commission file number 1-11887

                          CANYON RESOURCES CORPORATION

                            (a Delaware Corporation)


                I.R.S. Employer Identification Number 84-0800747


                      14142 Denver West Parkway, Suite 250
                                Golden, CO 80401
                                 (303) 278-8464



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No
                                       ---    ---

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date: 46,107,074 shares of the
Company's Common Stock were outstanding as of August 1, 1998.


================================================================================

<PAGE>   2
                          PART I FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

         The following consolidated financial statements have been prepared by
Canyon Resources Corporation ("the Company") pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations.

         These consolidated financial statements should be read in conjunction
with the financial statements and accompanying notes included in the Company's
Form 10-K for the year ended December 31, 1997.


      Consolidated Balance Sheets.................................Page 3

      Consolidated Statements of Operations ......................Page 4

      Consolidated Statements of Cash Flows.......................Page 5-6

      Notes to Interim Consolidated Financial Statements..........Page 7-15


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS ....................Page 16

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK       ......................................Page 20


                                        2

<PAGE>   3




CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

<TABLE>
<CAPTION>
                                                                                     June 30,          December 31,
                                                                                       1998                1997
                                                                                  --------------      --------------
<S>                                                                               <C>                 <C>
ASSETS

Cash and cash equivalents                                                          $    936,900       $   3,111,000
Restricted cash                                                                       5,724,000           2,316,300
Accounts receivable                                                                   1,195,500             746,700
Inventories                                                                           5,600,000           6,051,800
Prepaid and other assets                                                                862,900           1,288,500
                                                                                  --------------      --------------
   Total current assets                                                              14,319,300          13,514,300
                                                                                  --------------      --------------
Property and equipment, at cost
   Mining claims and leases                                                          24,056,300          26,463,800
   Producing properties                                                              61,938,200          60,616,800
   Other                                                                              1,076,400           1,144,500
                                                                                  --------------      --------------
                                                                                     87,070,900          88,225,100
   Accumulated depreciation and depletion                                           (10,929,900)         (7,269,100)
                                                                                  --------------      --------------
     Net property and equipment                                                      76,141,000          80,956,000
                                                                                  --------------      --------------
Other Assets                                                                          3,025,200           2,811,800
                                                                                  --------------      --------------
     Total Assets                                                                 $  93,485,500       $  97,282,100
                                                                                  ==============      ==============
LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                                  $   3,635,100       $   3,829,600
Notes payable - current                                                               1,579,200           4,554,300
Deferred income                                                                       4,731,700                 --
Accrued taxes, other than payroll and income                                             56,900             151,400    
Accrued reclamation costs                                                               830,000           1,441,200
Other accrued liabilities                                                               554,000             956,600
                                                                                  --------------      --------------
   Total current liabilities                                                         11,386,900          10,933,100

Notes payable - long term                                                            21,125,000          28,055,000
Deferred income                                                                       6,470,700                 --
Accrued reclamation costs                                                             3,228,600           2,857,500
Other noncurrent liabilities                                                          1,406,000             398,000
                                                                                  --------------      --------------
     Total Liabilities                                                               43,617,200          42,243,600
                                                                                  --------------      --------------

Common stock ($.01 par value) 100,000,000 shares authorized;
   issued and outstanding: 46,107,100 at June 30, 1998, and
   43,617,100 at December 31, 1997                                                      461,100             436,200
Capital in excess of par value                                                       95,278,800          92,999,400
Deficit                                                                             (45,871,600)        (38,397,100)
                                                                                  --------------      --------------
     Total Stockholders' Equity                                                      49,868,300          55,038,500
                                                                                  --------------      --------------
     Total Liabilities and Stockholders' Equity                                   $  93,485,500       $  97,282,100
                                                                                  ==============      ==============
</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.

                                        3


<PAGE>   4
 
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                                               1998           1997          1998          1997
                                           ------------   ------------   -----------   -----------
<S>                                        <C>            <C>            <C>           <C>
 REVENUE
Sales                                      $10,146,600    $ 9,668,800    $17,538,200   $13,108,400
                                           -----------    -----------    -----------   -----------
 EXPENSES
Cost of sales                                7,910,900      6,155,100     12,796,500     8,395,600
Depreciation, depletion, and amortization    2,256,700      1,820,300      3,660,200     2,391,800
Selling, general and administrative            931,800        889,100      1,685,200     1,670,600
Exploration costs                               90,100         47,900        306,200       118,500
                                           -----------    -----------    -----------   -----------
                                            11,189,500      8,912,400     18,448,100    12,576,500
                                           -----------    -----------    -----------   -----------
 OTHER INCOME (EXPENSE)
Interest income                                 58,700        104,400        112,500       168,400
Interest expense                              (402,900)      (393,400)      (936,600)     (540,000)
Gain (loss) on asset disposals                 (42,100)       149,400         17,700       149,400
Other                                           (4,500)       (11,200)       (22,100)      (14,800)
                                           -----------    -----------    -----------   -----------
                                              (390,800)      (150,800)      (828,500)     (237,000)
                                           -----------    -----------    -----------   -----------
Income (loss) before extraordinary item
  and cumulative effect of change in
  accounting principle                     $(1,433,700)   $   605,600    $(1,738,400)  $   294,900
Extraordinary loss on debt prepayments     $  (281,500)            -     $  (281,500)           -
Cumulative effect of change in accounting
  principle                                         -              -      (5,454,600)           -
                                           -----------    -----------    -----------   -----------
Net income (loss)                          $(1,715,200)   $   605,600    $(7,474,500)  $   294,900
                                           ===========    ===========    ===========   ===========
Basic and diluted income (loss) per
  share:
  Income (loss) before extraordinary item
     and cumulative effect of change in
     accounting principle                       $(0.03)         $0.02         $(0.04)        $0.01
  Extraordinary loss on debt prepayments        $(0.01)            -              -             -
  Cumulative effect of change in
     accounting principle                           -              -          $(0.12)           -
                                           -----------    -----------    -----------   -----------
  Net income (loss)                             $(0.04)         $0.02         $(0.16)        $0.01
                                           ===========    ===========    ===========   ===========
Weighted average shares outstanding         46,107,100     38,756,500     46,107,100    38,147,500
                                           ===========    ===========    ===========   ===========
Pro forma amounts assuming the change in
  accounting principle is applied
  retroactively
  Net income (loss)                        $(1,715,200)   $   274,400    $(2,019,900)  $  (367,200)
  Basic and diluted per share amounts           $(0.04)         $0.01         $(0.04)       $(0.01)
</TABLE>
 
                  The accompanying notes are an integral part
                  of these consolidated financial statements.
 
                                        2
<PAGE>   5

CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
                                                                                     Six months ended June 30,
                                                                                       1998             1997
                                                                                 ---------------   ----------------
<S>                                                                              <C>                  <C>
Cash flows from operating activities:
  Net income (loss)                                                              $   (7,474,500)   $       294,900
                                                                                 ---------------   ----------------
  Adjustments to reconcile net income (loss) to net cash provided
   by operating activities:
    Extraordinary loss on debt prepayments                                              281,500                 -
    Cumulative effect of change in accounting principle                               5,454,600                 -
    Depreciation, depletion, and amortization                                         3,660,200          2,391,800
    Amortization of financing costs                                                     404,000             75,200
    (Gain) loss on asset disposals                                                      (17,700)          (149,400)
    Other                                                                                25,100              3,600
    Changes in assets and liabilities,
      Increase in receivables                                                          (491,700)          (546,500)
      (Increase) decrease in inventories                                                451,800         (1,337,200)
      Increase in prepaid and other assets                                             (783,000)          (314,000)
      (Decrease) increase in accounts payable and accrued liabilities                (1,042,400)         2,085,400
      Increase in deferred income                                                    11,202,400                 -
      (Decrease) increase in other liabilities                                          371,100           (386,200)
      Increase in restricted cash                                                    (3,407,700)        (1,821,700)
                                                                                 ---------------   ----------------
    Total adjustments                                                                16,108,200              1,000
                                                                                 ---------------   ----------------
    Net cash provided by operating activities                                         8,633,700            295,900
                                                                                 ---------------   ----------------
Cash flows from investing activities:
  Purchases of property and equipment                                                (3,117,400)       (10,178,000)
  Proceeds on asset dispositions                                                        113,800            150,500
  Proceeds from gold sales and restricted cash                                               -           3,894,300
                                                                                 ---------------   ----------------
    Net cash used in investing activities                                            (3,003,600)        (6,133,200)
                                                                                 ---------------   ----------------
Cash flows from financing activities:
  Issuance of stock, net                                                              2,192,500          9,410,200
  Proceeds from loans and restricted cash, net                                          500,000          3,081,200
  Payments on debt                                                                  (10,425,000)          (841,200)
  Payments on capital lease obligations                                                 (71,700)           (66,700)
                                                                                 ---------------   ----------------
    Net cash provided by (used in) financing activities                              (7,084,200)        11,583,500
                                                                                 ---------------   ----------------
Net increase (decrease) in cash and cash equivalents                                 (2,174,100)         5,746,200
Cash and cash equivalents, beginning of year                                          3,111,000          4,181,100
                                                                                 ---------------   ----------------
Cash and cash equivalents, end of period                                         $      936,900    $     9,927,300
                                                                                 ===============   ================
</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.


                                        5

<PAGE>   6



CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Unaudited)



Supplemental disclosures of cash flow information:

1.   The Company paid $908,800 of interest during the first half of 1998, and
     $803,300 during the corresponding period of 1997. Of the total payments,
     capitalized interest during the first half of 1998 and 1997 was $0 and
     $338,600, respectively.

2.   The Company paid no income taxes during the first half of 1998 and no
     income taxes during the corresponding period of 1997.


Supplemental schedule of noncash investing and financing activities:

1.   The Company acquired $1,139,000 in equipment through capital leases during
     the first half of 1998, and $31,200 in equipment through capital leases
     during the first half of 1997.





                  The accompanying notes are an integral part
                  of these consolidated financial statements.


                                        6

<PAGE>   7



                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)


1.       BASIS OF PRESENTATION:

         During interim periods, Canyon Resources follows the accounting
         policies set forth in its Annual Report to Stockholders and its Report
         on Form 10-K filed with the Securities and Exchange Commission. Users
         of financial information produced for interim periods are encouraged to
         refer to the footnotes contained in the Annual Report to Stockholders
         when reviewing interim financial results.

         Effective January 1, 1998, the Company adopted Statement of Financial
         Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive
         Income. SFAS 130 is designed to report a measure of all changes in
         equity of an enterprise that result from recognized transactions and
         other economic events of the period other than transactions with owners
         in their capacity as owners. Besides net income, other comprehensive
         income includes foreign currency items, minimum pension liability
         adjustments, and unrealized gains and losses on certain investments in
         debt and equity securities. The Company has no items of other
         comprehensive income in any period presented in the accompanying
         interim financial statements.

         The provisions of Statement of Financial Accounting Standards No. 131
         (SFAS 131), Disclosures about Segments of an Enterprise and Related
         Information, will be effective for the Company's 1998 fiscal year. SFAS
         131 establishes standards for the way that public business enterprises
         determine operating segments and report information about those
         segments in annual financial statements. SFAS 131 also requires those
         enterprises to report selected information about operating segments in
         interim financial reports issued to shareholders. SFAS 131 further
         establishes standards for related disclosures about products and
         services, geographic areas, and major customers. As the provisions need
         not be applied to interim financial statements in the initial year of
         application, the accompanying interim financial statements do not
         include the disclosures required by SFAS 131. Upon adoption, the
         Company anticipates a material impact on its reported disclosures.

         In April 1998, the Financial Accounting Standards Board approved the
         issuance of Statement of Position No. 98-5, Reporting on the Costs of
         Start-Up Activities (SOP 98-5). SOP 98-5 is effective for financial
         statements for fiscal years beginning after December 15, 1998 and
         provides guidance on the financial reporting of start-up costs and
         organization costs. It requires costs of start-up activities and
         organization costs to be expensed as incurred. Initial adoption will be
         reported as a cumulative effect of a change in accounting principle. At
         this time, the Company cannot determine the effects of adopting SOP
         98-5 on its financial condition, liquidity or results of operations.


                                        7

<PAGE>   8



                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)


1.       BASIS OF PRESENTATION: (Continued)

         In June 1998, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 133, Accounting for Derivative
         Instruments and Hedging Activities (SFAS 133). SFAS 133 is effective
         for all fiscal quarters of fiscal years beginning after June 15, 1999
         and establishes accounting and reporting standards for derivative
         instruments and hedging activities. It requires that the Company
         recognize all derivatives as either assets or liabilities in the
         statement of financial position and measure those instruments at fair
         value. At this time, the Company cannot determine the effects, if any,
         that adopting SFAS 133 will have on its financial condition, liquidity
         or results of operations.

         In the opinion of management, the accompanying interim financial
         statements contain all material adjustments, consisting only of normal
         recurring adjustments necessary to present fairly the financial
         position, the results of operations, and the cash flows of Canyon
         Resources and its consolidated subsidiaries for interim periods.

2.       CHANGE IN ACCOUNTING PRINCIPLE:

         In the second quarter of 1998, the Company changed its method of
         accounting for exploration costs on unproven properties from
         capitalizing all expenditures to expensing all costs, other than
         acquisition costs, prior to the establishment of proven and probable
         reserves. This will bring the Company's accounting method in accordance
         with the predominant practice in the US mining industry and will better
         reflect operating income and cash flow. The $5,454,600 cumulative
         effect of the change on prior years is included in the loss for the six
         months ended June 30, 1998. The effect of the change on the three
         months ended June 30, 1998 was to increase the net loss by $66,200,
         which had no effect on per share amounts. The effect of the change on
         the six months ended June 30, 1998 was to increase the loss before
         extraordinary item and cumulative effect of a change in accounting
         principle by $256,100, or $0.01 per share and the net loss by
         $5,710,700 or $0.12 per share. The effect of the change on the first
         quarter of 1998 is as follows:

<TABLE>
<CAPTION>
                                                             $ AMOUNTS             PER SHARE AMOUNTS
                                                             ----------            ------------------
<S>                                                          <C>                        <C>
Net loss as originally reported                              $  114,800                  $0.00
Effect of accounting change                                     189,900                   0.01
                                                             ----------                  -----
Loss before cumulative effect of a change in
   accounting principle                                         304,700                   0.01
Cumulative effect on prior years                              5,454,600                   0.12
                                                             ----------                  -----
Net loss as restated                                         $5,759,300                  $0.13
                                                             ==========                  =====
</TABLE>

                                       8

<PAGE>   9

                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)


3.       INTERIM RESULTS:

         The foregoing interim results are not necessarily indicative of the
         results of operations for the full year ending December 31, 1998.

4.       USE OF ESTIMATES:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

5.       RESTRICTED CASH:

         Restricted cash consisted of the following:

<TABLE>
<CAPTION>
                                                                    JUNE 30,            DECEMBER 31,
                                                                     1998                  1997
                                                                  ----------            ------------
<S>                                                               <C>                    <C>
Escrow Account - Briggs Loan (a)                                  $2,590,800                     -
Collateral for Letter of Credit (b)                                1,953,000             $1,953,000
Unexpended proceeds from gold sales (c)                            1,124,900                309,100
Unexpended proceeds from loan drawing (d)                             55,100                 54,000
Contingency account (e)                                                  200                    200
                                                                  ----------             ----------
                                                                  $5,724,000             $2,316,300
                                                                  ==========             ==========
</TABLE>


         (a)   Held in escrow account after closeout of hedge position for the 
               use by Lenders at their discretion.  (See Note 7(a))

         (b)   In connection with the issuance of certain bonds for the
               performance of reclamation obligations at the Kendall and Briggs
               Mines, a bank Letter of Credit has been provided in favor of the
               Surety as partial collateral for such bond obligations. The
               Letter of Credit is fully collateralized with cash and will
               expire no earlier than December 31, 1998. At the bank's option,
               the Letter of Credit may be renewed for successive one-year
               periods.

         (c)   The Briggs Mine loan facility requires all proceeds from gold
               sales to be held in trust and disbursed from the collected credit
               balance in certain orders of priority.

                                        9

<PAGE>   10

                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)


5.       RESTRICTED CASH (Continued)

         (d)   Loan proceeds are restricted solely for the development of the
               Briggs Mine.

         (e)   As a condition precedent to securing the Briggs loan facility,
               the Company transferred $2.0 million to an escrow account to be
               held in reserve against construction cost overruns at the Briggs
               Mine. These funds were utilized in 1996 due to higher than
               anticipated construction costs and working capital needs.

6.       INVENTORIES:

         Inventories consisted of the following at:


<TABLE>
<CAPTION>
                                                  JUNE 30,         DECEMBER 31,
                                                    1998               1997
                                                 ----------        ------------
<S>                                              <C>                <C>       
Gold-in-process (a)                              $4,586,900         $4,997,900
Industrial minerals - in process (a)                301,900            413,200
Materials and supplies                              711,200            640,700
                                                 ----------         ----------
                                                 $5,600,000         $6,051,800
                                                 ==========         ==========
</TABLE>


         (a)   Includes all direct and indirect costs of mining, crushing,
               processing, and site overhead expenses.

7.       NOTES PAYABLE:

         Notes payable consisted of the following at:


<TABLE>
<CAPTION>
                                                  JUNE 30,         DECEMBER 31,
                                                    1998               1997
                                                -----------        ------------
<S>                                             <C>                <C>        
Briggs Loan (a)                                 $21,750,000        $31,825,000
Norwest Revolver (b)                                500,000            350,000
Western Mobile Note (c)                             454,200            434,300
                                                -----------        -----------
                                                $22,704,200        $32,609,300
Current portion                                   1,579,200          4,554,300
                                                -----------        -----------
Notes Payable - Long Term                       $21,125,000        $28,055,000
                                                ===========        ===========
</TABLE>


                                       10

<PAGE>   11

                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)


7.       NOTES PAYABLE: (Continued)

         (a)   On December 6, 1995, the Company's wholly owned subsidiary, CR
               Briggs Corporation, obtained a $34.0 million loan facility to
               finance the capital requirements of mine construction and working
               capital for its Briggs Mine in California. Drawings on the
               facility included $25.0 million principal in the form of a gold
               loan and $9.0 million principal as dollar loans. The gold loan
               portion was monetized at $388.05 per ounce, or 64,425 ounces.
               Weighted average interest rates on the amounts outstanding during
               the three months ended June 30, 1998 were (i) 3.6% on the gold
               loan and (ii) 10.2% on the cash loans. For the comparable period
               in 1997, weighted average interest rates on the gold loan and
               dollar loans were 3.2% and 10.0%, respectively. For the six
               months ended June 30, 1998, weighted average interest rates on
               the gold loan and dollar loans were (i) 3.7% and 10.5%,
               respectively. For the comparable period in 1997, weighted average
               interest rates were 3.4% and 10.0%, respectively. Interest
               payments of $390,100 and $422,900 were made during the three
               months ended June 30, 1998 and 1997, respectively. For the six
               month period, interest payments of $811,500 and $767,400 were
               made during 1998 and 1997, respectively.

               In May, 1998, the loan facility was restructured. As part of the
               restructuring, the Company liquidated its hedge position for all
               forward contracts with settlement dates beyond June 30, 1998. The
               liquidation resulted in proceeds of $11.1 million which were used
               to prepay in full the cash loans outstanding of $8.6 million. The
               balance of the proceeds ($2.5 million) is currently held in an
               escrow account for the use by the lenders at their discretion. As
               a result of the prepayment, unamortized deferred financing costs
               of $281,500 allocated to the cash loans were expensed in the
               second quarter of 1998. This amount is shown as an extraordinary
               item on the Statement of Operations for the three and six months
               ended June 30, 1998.

               In addition, the restructuring included the modification of
               certain coverage ratios (as defined) and a revision to the
               amortization schedule for the gold loan. The revised amortization
               schedule follows:

<TABLE>
<CAPTION>
PAYMENT PERIOD                    OUNCES        $ MONETIZED AMOUNT
--------------                    ------        ------------------
<S>                               <C>           <C>
Balance of 1998                    1,288             $  500,000
1999                               3,060              1,187,400
2000                               2,738              1,062,500
2001                              14,174              5,500,200
2002                              34,789             13,499,900
                                  ------            -----------
                                  56,049            $21,750,000
</TABLE>


                                       11
<PAGE>   12


                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)

7.       NOTES PAYABLE: (Continued)

               The Company was not in compliance with certain conditions of the
               loan agreement as of June 30, 1998, relating to (i) achieving
               project completion (as defined) and (ii) a certain coverage ratio
               (as defined). In August, 1998, as a condition precedent to
               obtaining closure on the matters of non-compliance, the loan
               facility was further amended as follows: (i) the Company has
               pledged the stock of its subsidiary, CR Minerals, as additional
               collateral for the loan; (ii) should the Company undertake any
               asset sales, certain proceeds will be used to reduce the
               principal balance on the gold loan; (iii) the $2.5 million held
               in the escrow account will be utilized for debt service for the
               period ending September 30, 1998 with the balance used to reduce
               the principal on the gold loan; and (iv) a six month, $1 million
               credit line at LIBOR plus 2 3/8% will be established for working
               capital needs. With respect to the matters of non-compliance, the
               lenders have agreed to (i) deem the project complete, (ii)
               maintain certain negative covenants relating to asset
               dispositions, (iii) waive the debt cover requirement as of June
               30, 1998, and (iv) lower the debt cover requirement for the next
               two quarters. The Company anticipates to be in compliance with
               this covenant in future periods.

        (b)    In October, 1997, the Company's wholly owned subsidiary, CR
               Minerals Corporation (CR Minerals), obtained a one-year revolving
               credit line (Revolver) with Norwest Bank Colorado, N.A. in an
               amount not to exceed the lesser of a borrowing base or $600,000.
               The borrowing base is calculated on 70% of CR Minerals' domestic
               accounts receivables not more than 90 days in age from date of
               invoice. The average interest rate for the current period was
               9.0% and interest payments for the three and six months ended
               June 30, 1998, were $4,400 and $8,500, respectively. At June 30,
               1998, the amount available under the Revolver was $100,000.

        (c)    On December 31, 1997, CR Minerals purchased the pumice mine which
               supplies the raw ore for its New Mexico processing facility from
               Western Mobile Santa Fe, Inc. Total purchase price was $950,000,
               of which $475,000 was paid at closing with the balance of
               $475,000 due one year later. As the promissory note issued for
               the remaining consideration did not contain a stated interest
               rate, an imputed rate of 9% was used to establish the note's
               present value, resulting in a discount of $40,700. The amounts
               amortized to interest expense during the three and six months
               ended June 30, 1998, were $10,100 and $19,900, respectively.


                                       12

<PAGE>   13


                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)


8.       SITE RESTORATION COSTS:

         Reclamation spending at the Kendall Mine for the three months ended
         June 30, 1998 was $327,100. For the comparable period of 1997, spending
         totaled $513,500. For the six months ended June 30, 1998, spending
         totaled $529,200 as compared to $924,800 for the prior period.

9.       CONTINGENT LIABILITY:

         On September 25, 1997, the Company, together with its wholly owned
         subsidiary, CR Montana Corporation (CR Montana), purchased a 72.25%
         participating interest and underlying assets in the Seven-Up Pete
         Venture (Venture) from CR Montana's partner in the Venture, Phelps
         Dodge Corporation (Phelps Dodge). The Company and its wholly owned
         subsidiary now own 100% of the Venture. The Venture includes the
         McDonald Gold Project near Lincoln, Montana, which is currently in the
         permitting stage.

         The initial agreement required the Company to make a payment of $5
         million as part of a total purchase price which would be no less than
         $100 million and no more than $150 million, assuming all applicable
         permits for the McDonald Gold Project are obtained. The largest part of
         the purchase price, $20 to $30 per mineable reserve ounce attributable
         to the Phelps Dodge ownership as determined by a final feasibility
         study, would be paid after all permits for mine development are
         obtained.

         In June, 1998, the Company and Phelps Dodge amended the purchase terms,
         subject to the Company entering into a joint venture or other business
         arrangement, including a merger, by December 31, 1998, that would
         provide adequate financing to carry the McDonald Gold Project through
         completion of permitting and engineering (Restructuring Event). Upon
         completion of a Restructuring Event, the original purchase terms would
         be modified to include an immediate $5.0 million payment and a further
         payment of $20.0 million upon completion of the permitting process. In
         addition, production payments would be modified to commence when the
         gold price is above $325 per ounce and would no longer be capped. If a
         Restructuring Event does not occur on or prior to December 31, 1998,
         the amendment will terminate and the original purchase terms will then
         remain in force. Due to the contingent nature of the transaction, the
         Company has recorded only the initial payment of $5.0 million as
         additions to mining claims and leases.

10.      YEAR 2000 ISSUE:

         Many computer programs utilize a two digit format to identify the
         applicable year. Without modification, any date sensitive software
         beyond December 31, 1999 could fail,

                                       13

<PAGE>   14


                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)


10.      YEAR 2000 ISSUE: (Continued)

         as the date would be reset to year 1900. This could result in, amongst
         other things, disruptions to operations and the inability to process
         financial transactions. The Company has not yet made an assessment of
         the year 2000 issue and cannot presently estimate the costs associated
         with any remediation. The Company expects to commence work on
         identifying the scope of the year 2000 issue in the second half of
         1998. This will involve the inventorying of systems, both hardware and
         software. In addition, the Company will identify all third party
         products and services utilized. The Company will next assess the risk
         associated with each of the identified items and design a course of
         action for dealing with each problem item, i.e., modification or
         replacement. Finally, the Company will implement and test systems to
         ensure year 2000 compliance. Although the Company believes it has
         adequate resources and personnel to complete all phases prior to
         December 31, 1999, the Company remains at risk with respect to its
         ability to complete its own program and/or to a failure by one or more
         of its third party suppliers to achieve year 2000 compliance within the
         required time frame.

11.      DEFERRED INCOME

         In May, 1998, the Company liquidated its gold hedge position for all
         forward contracts with settlement dates beyond June 30, 1998, resulting
         in a gain of $11.1 million. This gain will be deferred and recognized
         in operations over the original terms of the forward contracts as
         follows:

<TABLE>
<CAPTION>
                                               $MM
                                              -----
<S>                                            <C>
              Balance of 1998                  $2.5
              1999                              4.1
              2000                              4.5
                                              -----
                    TOTAL                     $11.1
                                              =====
</TABLE>


12.      INCOME TAXES:

         The Company has not recorded a tax benefit for the current period as
         the benefit is not expected to be realized during the year. The benefit
         is also not expected to be realizable as a deferred tax asset at year
         end as the Company anticipates recording a full valuation allowance for
         all deferred tax assets, except to the extent of offsetting reversals
         of expected deferred tax liabilities.

                                       14

<PAGE>   15


                          CANYON RESOURCES CORPORATION
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (Unaudited)


13.      EARNINGS PER SHARE (EPS):

         The Company computes EPS by applying the provisions of Financial
         Accounting Standards No. 128, Earnings per Share. The following table
         provides a reconciliation of the amounts used in the calculation of the
         Company's basic and diluted EPS before extraordinary item and
         cumulative effect of a change in accounting principle.


<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                         JUNE 30,                              JUNE 30,
                                                   1998             1997               1998                 1997
                                                   ----             ----               ----                 ----
<S>                                           <C>              <C>                  <C>               <C>
BASIC EPS
  Income (loss) before extraordinary
     item and accounting change               $(1,433,700)     $   605,600          $(1,738,400)      $   294,900
                                              ===========      ===========          ===========       ===========
  Weighted average shares
     outstanding                               46,107,100       38,756,500           46,107,100        38,147,500
                                              ===========      ===========          ===========       ===========
  Per share amount                                 $(0.03)           $0.02               $(0.04)            $0.01
                                              ===========      ===========          ===========       ===========

DILUTED EPS
  Income (loss) before extraordinary
     item and accounting change               $(1,433,700)     $   605,600          $(1,738,400)      $   294,900
                                              ===========      ===========          ===========       ===========
  Weighted average shares      
      outstanding                              46,107,100       38,756,500           46,107,100        38,147,500
  Add: effect of dilutive options                  (A)             331,200                (A)             165,600
                                              -----------      -----------          -----------       -----------
  Weighted average shares
      outstanding, as adjusted                 46,107,100       39,087,700           46,107,100        38,313,100
                                              ===========      ===========          ===========       ===========
  Per share amount                                 $(0.03)           $0.02               $(0.04)            $0.01
                                              ===========      ===========          ===========       ===========
</TABLE>

(A)      Effect would be antidilutive due to a loss before extraordinary item 
         and accounting change.

         Options and warrants to purchase 4,917,000 shares of common stock were
         outstanding at June 30, 1998 that were not included in the current
         period calculations of diluted EPS as the effect would be antidilutive.
         At June 30, 1997, options and warrants to purchase 3,545,800 shares of
         common stock were outstanding that were not included in the prior
         period calculations of EPS because their exercise price was greater
         than the average market price of the Company's common shares.



                                       15
<PAGE>   16


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

         The matters discussed in this report on Form 10-Q, when not historical
matters, are forward-looking statements that involve a number of risks and
uncertainties that could cause actual results to differ materially from
projected results. Such factors include, among others, the speculative nature of
mineral exploration, commodity prices, production and reserve estimates,
environmental and government regulations, availability of financing, force
majeure events, and other risk factors as described from time to time in the
Company's filings with the Securities and Exchange Commission. Many of these
factors are beyond the Company's ability to control or predict. The Company
disclaims any intent or obligation to update its forward-looking statements,
whether as a result of receiving new information, the occurrence of future
events, or otherwise.

RESULTS OF OPERATIONS

         The Company recorded a loss before extraordinary item of $1,433,700, or
$0.03 per share and a net loss of $1,715,200, or $0.04 per share, on revenues of
$10,146,600 for the second quarter of 1998. For the six months ended June 30,
1998, the Company reported a loss before extraordinary item and cumulative
effect of a change in accounting principle of $1,738,400 or $0.04 per share and
a net loss of $7,474,500, or $0.16 per share on revenues of $17,538,200. This
compares to net income of $605,600, or $0.02 per share, on revenues of
$9,668,800 during the second quarter of 1997, and net income of $294,900, or
$0.01 per share on revenues of $13,108,400 during the first six months of 1997.

         In May, 1998, the Company prepaid in full the cash loans outstanding of
$8.6 million on the Briggs Mine loan facility. As a result of the prepayment,
unamortized deferred financing costs of $285,100 allocated to the cash loans
were expensed and recorded as an extraordinary loss for the three and six months
ended June 30, 1998.

         In the second quarter of 1998, the Company changed its method of
accounting for exploration costs on unproven properties from capitalizing all
expenditures to expensing all costs, other than acquisition costs, prior to the
establishment of proven and probable reserves. This will bring the Company's
accounting policy in accordance with the predominant practice in the US mining
industry and will better reflect operating income and cash flow. The $5,454,600
cumulative effect of the change on prior years is included in the loss for the
six months ended June 30, 1998.

         For the three months ended June 30, 1998, the Company sold 23,879
ounces of gold and 7,000 ounces of silver at an average price of $361 per
equivalent gold ounce. For the comparable period of 1997, the Company sold
20,262 ounces of gold and 6,500 ounces of silver at an average realized price of
$409 per equivalent gold ounce. For the first half of 1998, 38,058 ounces of
gold and 10,500 ounces of silver were sold at an average realized price of $384
per equivalent gold ounce. For the comparable period in 1997, 34,012 ounces of
gold and 6,500 ounces of silver were

                                       16



<PAGE>   17


sold at an average realized price of $408 per equivalent gold ounce. This total
includes the sale of 8,150 ounces of gold during the first two months of the
year which was credited against capitalized development costs. The New York
Commodity Exchange (COMEX) gold price averaged $300 and $297 per ounce,
respectively, for the three and six months ended June 30, 1998. For the
comparable periods of 1997, the COMEX gold price averaged $343 and $348 per
ounce. Revenue from the sales of industrial minerals products increased 11% and
14%, respectively, for the three and six months ended June 30, 1998 as compared
to the prior year. Sales of industrial minerals products accounted for 15% and
17% of the Company's revenues for the three and six months ended June 30, 1998,
respectively. Sales of industrial mineral products accounted for 14% and 20% of
the Company's revenues respectively, for the three and six months ended June 30,
1997.

         Cost of sales was $7.9 million for the three months ended June 30,
1998, as compared to $6.2 million in the prior period. For the six months ended
June 30, 1998, cost of sales was $12.8 million as compared to $8.4 million in
the prior period. The prior period includes only four months of commercial
production from the Briggs Mine.

         Per ounce cost of gold sold at the Briggs Mine, as computed under the
Gold Institute's Production Cost Standard, was as follows:

                                 CR BRIGGS MINE
                           COST PER OUNCE OF GOLD SOLD


<TABLE>
<CAPTION>
                                          Three months ended June 30,              Six months ended June 30,
                                           1998                 1997                1998             1997(1)
                                           ----                 ----                ----             -------
<S>            <C>                         <C>                  <C>                 <C>                <C> 
Cash operating (2)                         $281                 $253                $278               $249
Total cash costs (3)                       $287                 $260                $284               $256
Total production costs (4)                 $382                 $351                $379               $348
</TABLE>

         (1)    March, 1997 - June, 1997, only.
         (2)    All direct and indirect costs of the operation, excluding
                royalties and accruals for site restoration. Includes inventory
                changes and adjustments for deferred stripping.
         (3)    Cash operating costs plus royalties
         (4)    Total cash costs plus depreciation, depletion, amortization and
                accruals for site restoration.

         Although the ounces of gold produced and sold were higher and the
operating costs were somewhat lower in 1998 than the comparable periods in 1997,
per ounce costs were higher in the current periods due to lower grades of ore
mined. For the three and six months ended June 30, 1998, the average ore grade
was 0.026 ounce per ton and 0.028 ounce per ton, respectively. For the
comparable periods of 1997, the average ore grade was 0.033 ounce per ton and
0.034 ounce per ton, respectively.

         Depreciation, depletion and amortization was higher in the current
periods due to higher gold sales. In addition, the prior six month period
included only four months of commercial gold production from the Briggs Mine.

                                       17
<PAGE>   18


         Interest expense was not materially different for the three month
period ended June 30, 1998 as compared to 1997. For the six months ended June
30, 1998, interest expense was higher than the prior period as interest on the
Briggs loan facility was capitalized for the first two months of 1997.

LIQUIDITY & CAPITAL RESOURCES

CASH FLOW

         Net cash provided by operating activities during the six months ended
June 30, 1998, was $8.6 million as compared to $0.3 million for the same period
in 1997. The substantial improvement was a result of the Company liquidating
most of its gold hedge position in May, 1998, resulting in proceeds of $11.1
million. (See separate caption "Briggs Mine Loan Facility".)
Cash and cash equivalents at June 30, 1998 was $0.9 million.

         The Company spent $3.1 million on capital programs for the six months
ended June 30, 1998, principally on advancing the permitting effort at the
McDonald Gold Project and improvements to the industrial minerals business.

         During the first six months of 1998, the Company raised $2.5 million
($2.3 million net of expenses) through the sale of 2,490,000 shares of common
stock, repaid $10.1 million of principal on the Briggs loan facility (See
separate caption "Briggs Mine Loan Facility") and borrowed an additional $0.150
million on the CR Minerals Revolver.

BRIGGS MINE LOAN FACILITY

         In May, 1998, as part of a restructuring of the Briggs Mine loan
facility, the Company liquidated its hedge position for all forward contracts
with settlement dates beyond June 30, 1998. The liquidation resulted in proceeds
of $11.1 million which were used to prepay in full the cash loans outstanding of
$8.6 million. The balance of the proceeds ($2.5 million) are currently held in
an escrow account for the use by the lenders at their discretion. The gain of
$11.1 million resulting from the liquidation will be deferred and recognized in
operations over the original terms of the forward contracts.

         In addition, the restructuring included the modification of certain
coverage ratios (as defined) and a revision to the amortization schedule for the
gold loan. The revised amortization schedule follows:

<TABLE>
<CAPTION>
PAYMENT PERIOD                        OUNCES              $ MONETIZED AMOUNT
--------------                        ------              ------------------
<S>                                   <C>                    <C>         
Balance of 1998                        1,288                 $    500,000
1999                                   3,060                    1,187,400
2000                                   2,738                    1,062,500
2001                                  14,174                    5,500,200
2002                                  34,789                   13,499,900
                                      ------                 ------------
                                      56,049                  $21,750,000
</TABLE>

                                       18
<PAGE>   19

         The Company was not in compliance with certain conditions of the loan
agreement as of June 30, 1998, relating to (i) achieving project completion (as
defined) and (ii) a certain coverage ratio (as defined). In August, 1998, as a
condition precedent to obtaining closure on the matters of non-compliance, the
loan facility was further amended as follows: (i) the Company has pledged the
stock of its subsidiary, CR Minerals, as additional collateral for the loan;
(ii) should the Company undertake any asset sales, certain proceeds will be used
to reduce the principal balance on the gold loan; (iii) the $2.5 million held in
the escrow account will be utilized for debt service for the period ending
September 30, 1998 with the balance used to reduce the principal on the gold
loan; and (iv) a six month, $1 million credit line at LIBOR plus 2 3/8% will be
established for working capital needs. With respect to the matters of
non-compliance, the lenders have agreed to (i) deem the project complete, (ii)
maintain certain negative covenants relating to asset dispositions, (iii) waive
the debt cover requirement as of June 30, 1998, and (iv) lower the debt cover
requirement for the next two quarters. The Company anticipates to be in
compliance with this covenant in future periods.

MCDONALD GOLD PROJECT

         In June, 1998, the Company and Phelps Dodge amended the deferred
payment terms resulting from the Company's purchase in September 1997 of Phelps
Dodge's interest in the Seven-Up Pete Joint Venture and the McDonald Gold
Project. Subject to the Company completing a joint venture or other business
arrangement, including a merger, by December 31, 1998 that would provide
adequate financing to carry the McDonald Gold Project through completion of
permitting and engineering (Restructuring Event), the original purchase terms
would be modified to include an immediate $5.0 million payment and a further
payment of $20.0 million upon completion of the permitting process. In addition,
production payments would be modified to commence when the gold price is above
$325 per ounce and would no longer be capped. If a Restructuring Event does not
occur on or prior to December 31, 1998, the amendment will terminate and the
original purchase terms will then remain in force. Due to the contingent nature
of the transaction, the Company has recorded only the initial payment of $5.0
million as additions to mining claims and leases.

         Effective July 20, 1998, an anti-cyanide gold and silver mining
initiative (I-137) has been qualified to be placed on the ballot in Montana for
the November 1998 election. I-137 would bar development of new gold and silver
mines and expansions to existing mines which use cyanide in the treatment and
recovery process. With the initiative on the ballot and the inability to attract
a joint venture partner to date, the Company has greatly reduced its rate of
expenditures on the project. Work on the Environmental Impact Statement by the
State's independent contractor and its subcontractors has been temporarily
suspended and the project staff has been reduced by approximately 80%.

OVERALL LIQUIDITY

         At June 30, 1998, the ratio of the Company's liquid assets (cash and
cash equivalents, restricted cash available to fund Briggs operations and
accounts receivable) to its current liabilities (excluding deferred income) was
0.49 to 1. At current gold prices, the Briggs Mine is not

                                       19


<PAGE>   20


expected to generate positive cash flow after capital expenditures and debt
repayments until the third quarter of 1999. Additionally, although the
industrial minerals segment will contribute a modest cash flow over the next
twelve months, it will not be sufficient to cover on-going general and
administrative expenses and other project related costs. Thus, the Company is
actively pursuing a strategy of i) divestiture or joint venture of one or more
of its assets, ii) curtailing further or completely suspending the permitting
effort at the McDonald Gold Project, and iii) reducing corporate general and
administrative expenses. The Company anticipates, but can make no assurances,
that implementation of the above strategy will adequately address its liquidity
needs.

RECENTLY ISSUED ACCOUNTING STANDARDS

         In April 1998, the Financial Accounting Standards Board approved the
issuance of Statement of Position No. 98-5, Reporting on the Costs of Start-Up
Activities (SOP 98-5). SOP 98-5 is effective for financial statements for fiscal
years beginning after December 15, 1998 and provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. Initial
adoption will be reported as a cumulative effect of a change in accounting
principle. At this time, the Company cannot determine the effects of adopting
SOP 98-5 on its financial condition, liquidity or results of operations.

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities (SFAS 133). SFAS 133 is effective for all fiscal quarters
of fiscal years beginning after June 15, 1999 and establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that the Company recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. At this time, the Company cannot determine the effects, if any,
that adopting SFAS 133 will have on its financial condition, liquidity or
results of operations.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company does not meet the minimum market capitalization requirement
for these disclosures for interim periods in 1998.

                                       20


<PAGE>   21


                            PART II OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS: ...................................   None

ITEM 2.   CHANGES IN SECURITIES:................................   None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES:......................   None

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS:

          On June 11, 1998, the Company held its Annual Meeting of Shareholders.
          The following three items of business were voted upon by shareholders
          at the meeting:

          Proposal I was the election of two Directors of the Company: Richard
          H. De Voto and Robert L. Zerga. The proposal electing the two
          Directors passed with votes of 33,070,978 and 34,060,422 shares "For"
          respectively, and 2,096,021 and 1,106,577 "Withheld", respectively.

          Proposal II was to amend the Company's Incentive Stock Option Plan to
          increase the amount of shares available under the plan from 3,500,000
          to 4,500,000. The proposal passed with votes of 32,104,242 "For";
          2,879,327 "Against"; and 183,430 "Abstaining".

          Proposal III was to ratify the appointment of PricewaterhouseCoopers
          LLP (formerly Coopers & Lybrand L.L.P.) as the Company's independent
          public accountants for 1998. The proposal passed with votes of
          34,924,745 "For"; 151,834 "Against"; and 90,420 "Abstaining".

ITEM 5.   OTHER INFORMATION:

          SHAREHOLDER PROPOSALS

          Proposals by shareholders of the Company to be presented at the 1999
          Annual Meeting of Shareholders must be received by the Company no
          later than January 6, 1999, to be included in the Company's Proxy
          Statement and proxy for that meeting. If a shareholder intends to
          submit a proposal at the meeting that is not included in the Company's
          proxy statement, and the shareholder fails to notify the Company prior
          to March 22, 1999 of such proposal, then the proxies appointed by the
          Company's Management would be allowed to use their discretionary
          voting authority when the proposal is raised at the Annual Meeting,
          without any discussion of the matter in the proxy statement. The
          proponent must be a record or beneficial owner entitled to vote on his
          or her proposal at the next Annual Meeting and must continue to own
          such security entitling him or her to vote through that date on which
          such meeting is held. The proponent must own 1% or

                                       21


<PAGE>   22

          more of the outstanding shares or $1,000.00 in value of the Company's
          Common Stock and must have owned such shares for one year in order to
          present a shareholder proposal to the Company.

ITEM 6(A) EXHIBITS:

          No. 18 - Letter regarding change in accounting principles

          No. 27 - Financial Data Schedule

ITEM 6(B) REPORTS ON FORM 8-K:.........................................None





                                       22

<PAGE>   23


                                   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 thereunto duly authorized.



                                                   CANYON RESOURCES CORPORATION



Date:    August 19, 1998                           /s/ Richard H. De Voto
                                                   ----------------------
                                                   Richard H. De Voto
                                                   President



Date:   August 19, 1998                            /s/ Gary C. Huber
                                                   -----------------
                                                   Gary C. Huber
                                                   Chief Financial Officer



                                       23
<PAGE>   24



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                           EXHIBIT DESCRIPTION                                           PAGE
-----------                           -------------------                                           ----
<S>                                   <C>                                                           <C>
   18                                 Letter regarding change in accounting principles

   27                                 Financial Data Schedule
</TABLE>




                                       24