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                       SECURITIES  AND  EXCHANGE  COMMISSION
                              Washington,  DC  20549

                                  Form  10-KSB

               ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15  (d)  OF
                      THE  SECURITIES  EXCHANGE  ACT  OF  1934

For  the  fiscal  year  ended:                                   Commission File
December  31,  1998                                                 #001-08429

                           THUNDER  MOUNTAIN  GOLD,  INC.
            (Exact  name  of  Registrant  as  specified  in  its  charter)

State  of  Idaho                                                    91-1031075
(State  or  other  jurisdiction of                      (IRS Identification No.)
incorporation  or  organization)

3605  E.  16th  Avenue                                                 99223
Spokane,  Washington                                                (Zip  Code)
(Address  of  Principal  Executive  Officers)

Telephone  Number  of  Registrant     (509)  535-6092

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:
                                                             Name  of  Exchange
Title  of  each  Class                                       on which Registered

$0.05  Par  Value  Common                                             None
Non-Assessable  Stock

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:  NONE

Check  whether  the issuer (1) filed all reports required by Section 13 or 15(d)
of  the  Exchange Act during the past 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[  ]

Check  if  there  is  no disclosure of delinquent filers in response to Item 405
of  Regulations  S-B  is  met  contained in this form, and no disclosure will be
contained,  to  the  best  of the registrant's knowledge, in definitive proxy or
information  statements  incorporated  by  reference  in  Part  III  of the Form
10-KSB  or  any  amendment  to  this  Form  10-KSB.  [  ]  Not  Applicable  [X]

The  aggregate  market  value  of the voting stock held by non-affiliates of the
Registrant  as  of  December  31,  1998  was  $389,114.  This figure is based on
estimated  bid  price  of  $.04.

Issued  and  outstanding  common  capital  stock  as  of  March  23,  1999.

9,727,852  shares  of  common  $0.05  par  value  stock  non  -assessable.

No  documents  are  Incorporated  by  reference.

Transitional  small  business  disclosure  format:  Yes  [  ]  No  [X]

Total  Number  of  Pages: 28


********************************************************************************
<PAGE>
PART  1
ITEM  1.  Description  of  Business

(a)  General  development  of  Business.

      The  Company  was  originally  incorporated under the laws of the State of
Idaho on November 9, 1935   under the name of Montgomery Mines, Inc.   In August
1985,  the  Company's  shareholders  approved   an increase  in  the  authorized
common  stock,  $.05  par  value,  from 7,500,000 shares to 12,000,000   shares.
Quotations  of the bid and ask prices for the stock are published by the Spokane
Quotations   Service  of  Spokane,  Washington.

  USMX,  Inc.  of Lakewood, Colorado signed a Letter of Intent to do exploratory
work  and  possibly   acquire  and  interest  in the Dewey-Sunnyside and Thunder
Mountain  Gold properties in Valley   County, Idaho during 1994.  They have sent
their intent to mine the U.S. Forest Service, so they will   build a mine if all
necessary  permits can be secured.  These companies control approximately 10,000
acres  in  the  Thunder Mountain mining district in central Idaho, consisting of
both  patented  and   unpatented  mining  claims.

  June  2,  1997 - Dakota Mining Corporation of Denver, CO. completed its merger
with  USMX,  Inc  of   Lakewood,  CO  with  shareholders voting in favor by both
companies.

Precious  Minerals  Properties

1.  Thunder  Mountain  Claims:
  The  Registrant  now  holds  510  unpatented Iode mining claims and fractional
claims  in the Thunder   Mountain District of Valley County, Idaho.  Thirteen of
the  patented Iode claims are owned by the   Registrant and are under lease, and
of the 510  unpatented Iode mining claims, 446 are owned by the   Registrant and
64  are  held  under leases.  The mineralization of the main interest on them is
gold  and   silver.

2.  Dewey  Mining  Co.  properties:
  The properties of the Dewey Mining Company approximate 1,500 acres in the area
and  are  known  to   contain  gold mineralization  There are 9 patented and 108
unpatented  mining  claims.

3.  Dry  Creek  and  Mineral  Hill  Groups:
  In  addition  the Company holds 130 unpatented mining claims in Eureka County,
Nevada.  These   claims  are  known  as  the  Dry Creek and Mineral Hill claims.
There  is  no  known  commercial   mineralization  on  these  claims.

(b)  Financial  Information  About  Industry  Segments.

     The  Registrant  has  no  other  industry  segments.

(c)  Narrative  Description  of  Business.

     Refer  to  ITEM:1 Description of Business (supra) Subparagraph  (i) through
(xii) are  not  applicable  to  the  Registrant

(d)  Financial  Information  About  Foreign  and  Domestic Operations and Export
Sales.

      This  paragraph  is  not  applicable  to  the  Registrant.




Document page: 2
<PAGE>

ITEM  2:  Properties

  For  continuity  and clarity, this information was included in the information
set  in  Item  1.

ITEM  3:  Legal  Proceedings.

  The  Registrant  has no legal actions pending against it and it is not a party
to  any  suits  in any court   of law, nor are the directors aware of any claims
which  could  give  rise  to  or  investigations pending by   the Securities and
Exchange  Commission  or  any  other  governmental  agency.

  The  Registrant  is  involved  in no civil rights negotiations or proceedings.

ITEM  4:  Submission  of  Matters  to  Vote  on  Security  Holders.

  No  matters were submitted to vote of the Registrant's security holders during
1998.

PART  11

ITEM  5:  Market for Registrant's Common Equity and Related Stockholder Matters.

(a)  Market  Information.

  The  common  stock  of  the  Registrant is traded over-the-counter in Spokane,
Washington  and  its  bid   and asked prices are quoted  on a daily basis by the
Spokane  Quotation  Service,  Spokane,   Washington.

  The  bid prices for the Registrant's stock for the years 1997 and 1998 were as
follows:

<TABLE>
          1998                        BID PRICES

                             HIGH                           LOW
     <S>                    <C>                            <C>
     First Quarter          $0.04                          $0.03
     Second Quarter         $0.04                          $0.03
     Third Quarter          $0.04                          $0.03
     Fourth Quarter         $0.04                          $0.04
</TABLE>
<TABLE>
          1997                        BID PRICES

                             HIGH                           LOW
     <S>                    <C>                            <C>
     First Quarter          $0.06                          $0.05
     Second Quarter         $0.05                          $0.04
     Third Quarter          $0.04                          $0.03
     Fourth Quarter         $0.05                          $0.03
</TABLE>

(b)  Approximate  Number  of  Equity  Security  Holders:

           Title  of  Class                 No.  of  Record  Holders
        -------------------------------   ---------------------------------
           $0.05  Par  Value                2,241  as of December 31,  1998

  Common  Stock  Non  -Assessable
Document page: 3
<PAGE>

(c)  Dividend  History  and  Restrictions

  The  Registrant  has not paid any dividends, and does not plan to do so in the
foreseeable  future  as  it   plans to use its capital to finance the search for
additional  mineral  properties  of  potential  commercial  value.

ITEM  6:  Selected  Financial  Data

Following  is  a  summary  of  selected financial data which indicates trends in
Registrants  financial  condition  and  operations.

Selected  Balance  Sheet  Data
<TABLE>
<CAPTION>
                                              Year  Ended  December  31,
                                1998        1997         1996        1995      1994
                             ----------  ----------  -----------  ----------  ----------
<S>                          <C>         <C>         <C>          <C>         <C>

Current  Assets               $ 530,307   $ 659,329   $  523,893   $ 733,797   $580,135
Property  and  Equipment        255,211     260,018      266,775     261,482    246,976
Non-Current  Investments            170         170          170         170        170
Total  Assets                   785,688     919,517    1,090,838     995,449    827,281
Current  Liabilities             41,250      22,500       42,500      42,500     42,500
Stockholders'  Equity           744,438     897,017    1,048,338     952,949    784,781

Selected  Operational  Data

Royalty  Revenue                      -      62,500      100,000      75,000   25,000
Other  Revenue  and  Gains
     (Losses)                    16,860      24,589       51,845      19,375   17,867
Net  Income  (Loss)            (125,684)     17,250       83,029      26,367  (27,471)
Net  Income (Loss) per share   $  (0.01)  $     NIL   $     0.01   $     NIL   $   NIL
                              ==========  ==========  ===========  ==========  ==========
</TABLE>

No  dividends  have  been  paid  by  the  Company.

ITEM  7: Management's Discussion and Analysis of Financial Condition and Results
of  Operation.

(a)  Full  fiscal  year.

    Liquidity:   The  Company has a  positive  cash  position  and has  invested
funds  in  a  cash management mutual fund.  The Company's cash and liquid assets
are  considered  adequate  to  meet  its  current  and  foreseeable obligations.

    Expenses  for  the  ensuing  year  will be incurred for continued search and
Exploration   for   additional   properties,  and   for   management  fees   and
administrative  costs.  The  Company's required assessment work for 1998 to keep
its  unpatented  claims  valid  will be performed by the Company.  Directors and
management  fees are $40,000 annually.  Please refer to the financial statements
for  additional  costs  and  expenditures  and  other  financial  information.

    Capital Resources: The Company presently does not intend to make any capital
expenditures from its funds.  The Company also does not presently have any plans
to  raise  capital  through  debt  or  equity  financing.



Document page: 4
<PAGE>

    Results  of  Operations:  The  Company had no production from operations for
1998.  Although  additional  production  units  are  likely, it is impossible to
predict  with  any  certainty  when  and  where the next production unit will be
developed.  For  that reason, it is  impossible to predict the future production
units.

    For  1998  the  gross  revenues  were $-0- compared to $100,000 for 1996 and
$75,000  for  1995.


ITEM  8:  Financial  Statements  and  Supplemental  Data


                                    CONTENTS



                                                                           Page

Independent  Auditor's  Report                                                1

Balance  Sheet  at  December  31,  1998  and  1997                          2-3

Statement  of  Operations  for  the  Years  Ended
  December  31,  1998,  1997,  and  1996                                      4

Statement  of  Cash  Flows  for  the  Years  Ended
  December  31,  1998,  1997,  and  1996                                    5-6

Statement  of  Changes  in  Stockholders'  Equity  for  the
  Years  Ended  December  31,  1998,  1997,  and  1996                        7

Notes  to  Financial  Statements                                           8-13



























Document page: 5
<PAGE>






INDEPENDENT  AUDITOR'S  REPORT


Board  of  Directors
Thunder  Mountain  Gold,  Inc.
Spokane,  Washington

We  have  audited the accompanying Balance Sheets of Thunder Mountain Gold, Inc.
as of December 31, 1998 and 1997, and the related Statements of Operations, Cash
Flows and Changes in Stockholders' Equity for the years ended December 31, 1998,
1997,  and  1996.  These  financial  statements  are  the  responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatements.  An audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Thunder Mountain Gold, Inc. as
of December 31, 1998 and 1997, and the results of its operations, cash flows and
changes  in  stockholders' equity for each of the three years ended December 31,
1998,  1997,  and  1996,  in  conformity  with  generally  accepted  accounting
principles.



        ROBERT  MOE  &  ASSOCIATES,  P.S.







March  12,  1999
Spokane,  Washington











                                           1
Document page: 6
<PAGE>
                       THUNDER MOUNTAIN GOLD, INC. 
                            Spokane, Washington
                               Balance Sheet
                     As of December 31, 1998 and 1997

<TABLE>



                                               1998            1997
                                           ____________    ____________
<S>                                        <C>             <C>
ASSETS

CURRENT ASSETS:                                        
     Cash and Cash Equivalents             $     77,729    $    137,077
     Prepaid Expenses                               852           1,870  
     Investments                                451,726         520,382  
                                           ____________    ____________

          Total Current Assets                  530,307         659,329  
                                           ____________    ____________
                                        
INVESTMENTS - Non-Current                           170             170 
                                           ____________    ____________
                                        
PROPERTY AND EQUIPMENT:                                        
     Mining Equipment                             5,477           5,477  
     Office Equipment                             6,547           6,547  
     Automotive                                  47,436          47,436  
     Mining Claims                              461,934         461,934  
                                           ____________    ____________

          Total Property and Equipment          521,394         521,394  
                                           ____________    ____________

     Less:  Accumulated Depreciation                                   
          and Depletion                         266,183         261,376  
                                           ____________    ____________

          Net Property and Equipment            255,211         260,018  
                                           ____________    ____________

TOTAL ASSETS                               $    785,688    $    919,517  
                                           ============    ============ 
</TABLE>














  The Accompanying Notes Are An Integral Part Of These Financial Statements
                                       2
Document page: 7
<PAGE>
                          THUNDER MOUNTAIN GOLD, INC. 
                              Spokane, Washington
                                 Balance Sheet
                       As of December 31, 1998 and 1997
                                  (Continued)
<TABLE>

                                               1998           1997
                                           ____________    ____________
<C>                                        <S>             <S>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                   
     Accrued Directors and Management Fees $    41,250     $    22,500  
                                           ____________    ____________

               Total Current Liabilities        41,250          22,500  
                                           ____________    ____________

STOCKHOLDERS' EQUITY:  
     Common Stock, $0.05 Par Value;      
           12,000,000 Shares Authorized;  
           9,727,852 and 9,727,852        
           Shares Issued Respectively          486,392         486,392  
     Additional Paid-in Capital                254,222         254,222  
     Less: 11,700 Shares of Treasury    
           Stock, At Cost                      (24,200)        (24,200) 
     Accumulated other comprehensive 
           Income                              173,639         200,533  
     Retained Earnings/(Deficit)              (145,615)        (19,930) 
                                           ____________    ____________

               Total Stockholders' Equity      744,438         897,017  
                                           ____________    ____________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $   785,688     $   919,517  
                                           ============    ============

</TABLE>



















   The Accompanying Notes Are An Integral Part Of These Financial Statements

                                       3
Document page: 8
<PAGE>
                             THUNDER MOUNTAIN GOLD, INC. 
                                 Spokane, Washington 
                       Statement Of Operations For The Years   
                      Ended December 31, 1998, 1997, and 1996
<TABLE>
                                        1998           1997          1996      
                                    _____________  ____________  ____________  
<S>                                 <C>            <C>           <C>           
INCOME: 
     Royalties                      $        -    $    62,500   $   100,000   
                                    _____________  ____________  ____________  

EXPENSES: 
     Exploration and Development          77,362           -           1,139   
     Depreciation and Depletion            4,807         6,757         4,470   
     Directors' Fees and 
          Professional Services           40,000        40,000        40,000   
     Legal and Accounting                  8,543         5,375         5,475   
     Management and                                                          
          Administrative                  11,832        17,707        17,732   
                                    _____________  ____________  ____________  
  
          Total Expenses                 142,544        69,839        68,816   
                                    _____________  ____________  ____________  

INCOME/(LOSS) FROM OPERATIONS           (142,544)       (7,339)       31,184   
                                    _____________  ____________  ____________  

OTHER INCOME: 
     Interest and Dividend   
          Income                           12,558       24,589        25,126   
     Gain on sale of asset                  4,302          -          26,719   
                                    _____________  ____________  ____________  

                                          16,860        24,589        51,845   
                                    _____________  ____________  ____________  

INCOME/(LOSS) BEFORE FEDERAL       
     INCOME TAXES                       (125,684)       17,250        83,029   

PROVISION FOR INCOME TAXES:  
     Tax At Statutory Rates                  -             -             -     
     Tax Benefit                             -             -             -     
                                    _____________  ____________  ____________  

NET INCOME (LOSS)                       (125,684)       17,250        83,029   

OTHER COMPREHENSIVE INCOME
     Net of income tax:
     Unrealized holding gain (loss)      (26,894)     (168,521)       12,360   
                                    _____________  ____________  ____________  
                                    $   (152,578)  $  (151,271)  $    95,389
COMPREHENSIVE INCOME (LOSS)         =============  ============  ============  

EARNINGS (LOSS) PER SHARE: 
     Basic                          $      (0.01)  $       NIL   $     (0.01) 
                                    =============  ============  ============  
     Diluted                        $      (0.01)  $       NIL   $     (0.01) 
                                    =============  ============  ============  
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statement
                                       4
<PAGE>
                          THUNDER MOUNTAIN GOLD, INC. 
                             Spokane, Washington 
                     Statement of Cash Flow For The Years
                    Ended December 31, 1998, 1997, and 1996
<TABLE>

                                         1998          1997          1996
                                     ____________  ____________  ____________
<S>                                  <C>           <C>           <C>
CASH FLOWS PROVIDED (USED) BY 
     OPERATING ACTIVITIES: 
     Net Income/(Loss)               $  (125,684)  $    17,250   $    83,029  
      Non-Cash Expenses, Revenues, 
        Losses And Gains Included  
         in Income: 
          Depreciation and         
            Amortization                   4,807         6,757         4,470  
          Gain on sale of asset           (4,302)          -         (26,719)
     Net (Increase)/Decrease In         
        Receivables and Payables          19,678       (20,585)           215 
                                     ____________  ____________  ____________
     Net Cash Flows Provided (Used) 
          By Operating Activities       (105,501)        3,422        60,995  
                                     ____________  ____________  ____________

CASH FLOWS PROVIDED (USED) BY       
     INVESTING ACTIVITIES: 
     Purchase Of Investments             (14,817)       (7,087)      (51,806) 
     Purchase Of Property and   
        Equipment                            -             -         (25,543) 
     Proceeds from Disposition
        Of Investments                    60,970           -             -    
     Disposition of Equipment                -             -          42,500   
                                     ____________  ____________  ____________
     Net Cash Flows Provided (Used) 
          By Investing Activities         46,153        (7,087)      (34,849) 
                                     ____________  ____________  ____________

     CASH FLOWS (USED) BY FINANCING 
          ACTIVITIES                
          Reacquisition of stock             -             (50)          -
                                     ____________  ____________  ____________

          Net cash flows (used) by 
             Financing Activities            -             (50)          -
                                     ____________  ____________  ____________

NET INCREASE/(DECREASE) IN CASH           (59,348)      (3,715)       26,146  
 CASH AND CASH EQUIVALENTS, 
     BEGINNING OF PERIOD                 137,077       140,792       114,646  
                                     ____________  ____________  ____________

 CASH AND CASH EQUIVALENTS, 
     END OF PERIOD                   $    77,729   $   137,077   $   140,792  
                                     ============  ============  ============
</TABLE>



The Accompanying Notes Are An Integral Part Of These Financial Statements
                                      5
Document page: 10
<PAGE>
                             THUNDER MOUNTAIN GOLD, INC. 
                                Spokane, Washington 
                        Statement of Cash Flow For The Years
                      Ended December 31, 1998, 1997, and 1996
                                    (Continued)
<TABLE>


Supplemental Disclosure of Cash Flow Information:

                                         1998          1997          1996
                                     ____________  ____________  ____________
<C>                                  <S>           <S>           <S>

Cash Paid For: 
     Income Taxes                    $      -      $      -      $      -   
     Interest                               -             -             -   
</TABLE>

Disclosure Of Accounting Policy: 

     For purposes of the Statement of Cash Flows, the Company considers all  
     highly liquid debt instruments purchased with an initial maturity of 
     three (3) months or less to be cash equivalents.

































The Accompanying Notes Are An Integral Part Of These Financial Statements


                                       6
Document page: 11
<PAGE>

                               THUNDER MOUNTAIN GOLD, INC. 
                                  Spokane, Washington 

                Statement Of Changes In Stockholders' Equity For The   
                    Years Ended December 31, 1997, 1996, and 1995         

<TABLE>
*begin 9pt type*
                                                  Unrealized                             
                                     Additional    Gain on                   Retained          
                    Common Stock      Paid-In     Marketable    Treasury     Earnings/          
                  Shares    Amount    Capital     Securities     Stock      (Deficit)    Total 
                __________ _________ __________  _____________  __________  __________  _________ 
<S>             <C>        <C>       <C>         <C>            <C>         <C>         <C>
Balances, 
  December 31, 
  1995           9,727,852   486,392   254,222      356,694        (24,150)   (120,209)   952,949 

Unrealized gain 
  in marketable 
  securities           -         -         -         12,360            -           -       12,360  

Net income - 1996      -         -         -            -              -        83,029     83,029  
                __________ _________ __________  _____________  __________  __________  _________ 

Balances, 

  December 31, 
  1996           9,727,852   486,392   254,222       369,054       (24,150)   (37,180)  1,048,338 

Reacquisition 
  of stock             -         -         -             -             (50)       -          (50)

Unrealized loss 
  in Marketable 
  securities           -         -         -        (168,521)          -          -     (168,521)

Net income - 1997      -         -         -             -             -       17,250     17,250  
                __________ _________ __________  _____________  __________  __________  _________ 

Balances, 
  December 31, 
  1997          9,727,852    486,392    254,222      200,533       (24,200)   (19,930)    897,017 
Unrealized loss
  In marketable
  Securities          -         -         -          (26,894)          -          -       (26,894)

Net loss - 1998       -         -         -             -             -      (125,684)   (125,684)
                                                                                        ----------
Comprehensive  
  Loss                -         -         -             -             -           -      (152,578) 
                __________ _________ __________  _____________  __________  __________  _________ 
Balances,
  December 31,
  1998          9,727,852  $ 486,392 $  254,222  $   173,639    $  (24,200) $(145,614)  $ 744,439 
                ========== ========= ==========  =============  ==========  ==========  ==========


*end 9pt type*
</TABLE>




The Accompanying Notes Are An Integral Part Of These Financial Statements 
                                      7
Document page: 12
<PAGE>

THUNDER  MOUNTAIN  GOLD,  INC.
Spokane,  Washington

Notes  To  Financial  Statements

NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES

Business  Operations
  Thunder  Mountain Gold, Inc. ("Thunder Mountain Gold" and the "Company") takes
its  name  from  the  Thunder  Mountain Mining District in Valley County, Idaho,
where  its principal lode mining claims are located.  Since 1978, the efforts of
the Company have been to develop its property into a producing gold mine.  Coeur
d'Alene  Mines  Corporation  started  initial  production of gold on the Thunder
Mountain  Gold  property  in  July,  1986.

Accounting  Policies
  Marketable securities are stated at their fair market value.  The market value
is based on quoted market prices or other fair value estimates provided by third
party  portfolio  managers.  Current marketable securities had an aggregate cost
of  $277,177  at  December  31,  1998.  A  valuation  allowance in the amount of
$174,549  has  been  recorded  to adjust the carrying amount of the portfolio to
market  value.

Exploration  Costs
  Exploration  costs  are  charged  to  operations  when  incurred.

Property  and  Equipment
  Property  and  equipment  are carried at cost.  Depreciation is computed using
accelerated  depreciation  methods  with  useful  lives of three to seven years.
Major  additions  and  betterment's  are  capitalized.  Costs of maintenance and
repairs  which  do  not  improve or extend the life of the associated assets are
expensed  currently.  When there is a disposition of property and equipment, the
cost  and related accumulated depreciation are removed from the accounts and any
gain  or  loss is reflected in net income.  Depletion is computed using the unit
of  production  method.

Accounting  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 disclosures 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.

Comprehensive  Income
  In  1998,  we  adopted  Statement of Financial Accounting Standards (FAS) 130,
"Reporting  Comprehensive  Income," issued by the Financial Accounting Standards
Board  (FASB).  We  report  accumulated other comprehensive income as a separate
component  of  shareowners'  equity.  There were no adjustments required for the
deferred  tax  effects  of the unrealized gain or loss on available - for - sale
securities.

Earnings  Per  Share
  We  compute  basic earnings per common share by dividing the net income by the
weighted  average  number  of  common  share  outstanding  during  the  period.
  Diluted earnings  per share are calculated by including all dilutive potential
common  shares  such  as  stock  options.  Dilutive potential common shares were
9,727,852  in  1998, 9,777,852 in 1997, and 9,727,852 in 1996.  No adjustment to
reported  net  income  is  required  when  computing diluted earnings per share.
                                      8
Document page: 13
<PAGE>
THUNDER  MOUNTAIN  GOLD,  INC.
Spokane,  Washington

Notes  To  Financial  Statements


NOTE  2  -  INVESTMENTS

  Investments consist of the following:

<TABLE>
                             Carrying                          Market 
                               Value            Cost            Value  
                            ___________      ___________     ___________
<S>                         <C>              <C>             <C>
December 31, 1998:                                         
     Current Investments    $  451,726       $  227,178      $  451,726  
     Other Investments             170            1,080             170 
                            ___________      ___________     ___________

             Total          $  451,896       $  228,258      $  451,896  
                            ===========      ===========     ===========

December 31, 1997:                                         
     Current Investments    $  520,382       $  318,939      $  520,382  
     Other Investments             170            1,080             170 
                            ___________      ___________     ___________


         Total              $  520,552       $  320,019      $  520,552  
                            ===========      ===========     ===========

December 31, 1998: 
     Current Investments    $  681,816       $  311,852      $  681,816  
     Other Investments             170            1,080             170 
                            ___________      ___________     ___________

             Total          $  681,986       $  312,932      $  681,986  
                            ===========      ===========     ===========
</TABLE>

  At  December  31,  1998,  1997,  and  1996  the  current investment portfolios
included  gross  unrealized  gains  of  $224,548,  201,443,  and  $369,964
respectively,  and gross unrealized losses of $910, $910 and $910, respectively.

  Other  investments  consist  of  small  stock holdings in several local mining
companies.

NOTE  3  -  MINING  CLAIMS  AND  OPERATING  AGREEMENT

  Substantially  all  of  the  Company's  patented  and unpatented claims in the
Thunder  Mountain Mining district were obtained from major stockholders for cash
or  newly  issued  stock.

  On  April  15,  1982,  the  Company  entered into a mining lease with Phillips
Petroleum  Company  ("Phillips").  The  lease  permitted  Phillips  to  explore,
develop, and mine the Thunder Mountain claims, in exchange for which the Company
was  to  receive,  as  a  royalty,  a  percentage  of the defined net production
proceeds.  Until  the  beginning  of  production, Thunder Mountain Gold received
advance  minimum  royalties of $125,000 per year, increased by the percentage of
increase  in  the average price of gold over $400 per ounce during the preceding
year.
                                        9
<PAGE>
THUNDER  MOUNTAIN  GOLD,  INC.
Spokane,  Washington

Notes  To  Financial  Statements

NOTE  3  -  MINING  CLAIMS  AND  OPERATING  AGREEMENT  (continued)

  After  the beginning of production, which commenced in July, 1986, the Company
was  to  receive  annually  the  greater of 10% of the defined net proceeds from
production or the minimum royalty as defined above.  When Phillips has recovered
all  of  its  pre-production  costs  as  defined  in the contract, including the
advance  and  minimum  royalties,  out  of  defined net production proceeds, the
Company was to receive annually the greater of 30% of the defined net production
proceeds  or  the  minimum  royalty.

  The  term  of the lease was initially for ten years and thereafter for as long
as  continuous  mining  or  development is conducted.  The lessee however, could
cancel  the  lease  at  any  time  subject  to  30  days  notice.

  On  April 8, 1983, the Coeur d'Alene Mines Corporation acquired a 60% interest
in  the  Phillips  mining lease with Thunder Mountain Gold.  Phillips retained a
10%  interest  and  a  two year option to repurchase its interest up to an equal
share  with  Coeur  d'Alene  Mines  Corporation.  The  transaction  was  between
Phillips  and  Coeur d'Alene Mines Corporation, and did not change the Company's
30%  interest  in  defined  profits  nor  any  other  terms of the lease between
Phillips  and  the  Company.

  In  March,  1986,  Coeur  d'Alene  Mines  increased  its  ownership in Thunder
Mountain  by  paying Phillips Petroleum $1 million for Philip's ten (10) percent
interest.

  On  September  1,  1987,  the  Company  issued 10,000 shares of its restricted
common  stock for purchase of the "Althouse Placer" mining claims which cover an
area  of  approximately  380 acres in Valley County, Idaho.  The transaction was
valued  at  the  market  price  of  the  stock  on  the  date  of  issuance.

  During  1988,  the  Company  acquired  an area of approximately 7,300 acres in
Elko,  Eureka and Lander Counties, Nevada, pursuant to an agreement entered into
with  the  Company's  consulting geologist, a stockholder of the Company.  Under
this  agreement,  the Company has issued 100,000 shares of its restricted common
stock  for  legal  title  to  approximately  400  mining  claims.

  In  April,  1990,  the  Company entered into a mining lease agreement with the
Vancouver, BC, Canada, based Equinox Resources, Ltd.  Equinox, in turn, assigned
the  lease  to  Amax  Gold  Exploration,  Inc.  of Reno, Nevada.  Amax performed
exploration  work  in excess of $100,000 that consisted primarily of drilling of
approximately  4,000  feet  of  holes.

  On  the  basis of negative drilling results, Amax has elected to terminate its
interest  in  the  Agreement  with  Equinox.  In  turn,  Equinox decided to also
terminate  its  lease  with  the  Company,  effective  February  21,  1991.









                                    10
Document page: 15
<PAGE>

THUNDER  MOUNTAIN  GOLD,  INC.
Spokane,  Washington

Notes  To  Financial  Statements

NOTE  3  -  MINING  CLAIMS  AND  OPERATING  AGREEMENT  (continued)

  In  February,  1989,  the  Company entered into a mineral lease agreement with
Freeport-McMoRan  Gold  Company, pertaining to the Blue Bluff property in Valley
County,  Idaho.  The  principal  target  of exploration is gold and silver.  The
agreement  calls  for  production royalties and advance annual royalty payments.
Freeport  (now  Independence  Mining Co.) sold its interest to NERCO Exploration
Co.  of  Vancouver,  Washington.

  On  December  2, 1990, Coeur d'Alene Mines Corporation notified the Company of
its  intention  to   terminate  its  lease  effective  December  31,  1990.

NOTE  4  -  MINING  PROPERTY  LEASES

  In August, 1981, the Company entered into a two year option with two groups of
its major stockholders regarding various patented and unpatented claims known as
the  "Bull"  and  "L"  groups  of claims.  Under the option, the Company had the
right, for a two year period, to enter into a lease with those individuals to do
exploration and development work on the properties.  The options were exercised,
and  two  identical  leases  were executed on February 2, 1982.  The lease terms
provide  that the Company will do all assessment work, pay all taxes, and pay to
the  lessors,  3%  of  defined net smelter returns with a minimum annual advance
royalty  of  $15,000  on  each  lease.  During  1987,  the  existing leases were
modified to reduce the minimum annual advance royalties to $7,500 on each lease,
beginning  in  1988.  During  1990, the existing leases were further modified to
reduce the minimum annual advance royalties to $1.00 per contract beginning with
1990.

  On  August  28,  1992  one  million  shares  of  Thunder  Mountain  Gold, Inc.
restricted  stock  was  issued  to  Dewey  Mining Co. and Sunnyside Consolidated
Mining Co., as tenants in common, in exchange for a mining contract on the DEWEY
&  THUNDER  MOUNTAIN  GOLD  properties,  situated  in Valley County, Idaho.  The
shares  were  issued  at  par  value  of  $.05  per  share.

  An  option  to  purchase  one  million shares of restricted treasury stock was
issued to Dewey Mining Company (a.k.a. Jim Nelson and Ron Yanke) August 3, 1992.
The  price  per  share  payable  to Thunder Mountain Gold shall be six cents per
share.  The  term of this option will be for a period of two years from the date
of  agreement with a third party company to explore and develop Thunder Mountain
and  Dewey's joint property holdings in the Thunder Mountain District located in
Valley  County  Idaho.  It  is  understood  that  the issuance of this option is
contingent  upon  the receipt of a purchase option to Thunder Mountain issued by
Dewey  Mining  for the acquisition of Dewey Mining's real and mineral properties
located  in  the  district.  The  option  was exercised and the company received
$60,000  for the sale of 1,000,000 shares at six cents per share on November 24,
1993.








                                        11
Document page: 16
<PAGE>

THUNDER  MOUNTAIN  GOLD,  INC.
Spokane,  Washington

Notes  To  Financial  Statements

NOTE  5  -  INCOME  TAXES

  The  components  of  the  income  tax  (provision)  benefit  are  as  follows:
<TABLE>
                                     1998       1997        1996
                                 ----------  ----------  ----------
    <S>                          <C>         <C>         <C>
    Currently  Payable:
      State                      $      -0-  $      -0-  $      -0-
      Federal                           -0-         -0-         -0-
                                 ----------  ----------  ----------
    Total  Current               $      -0-  $      -0-  $      -0-
                                 ==========  ==========  ==========
    Deferred  Benefit:
      State                             -0-         -0-         -0-
      Federal                           -0-         -0-         -0-
                                 ----------  ----------  ----------
    Tax  Effect  Of  Net
      Operating  Loss  Carry-
      forward                           -0-         -0-         -0-
                                 ----------  ----------  ----------
    Net  Income  Taxes           $      -0-  $      -0-  $      -0-
                                 ==========  ==========  ==========
</TABLE>

  The  causes of the difference between the provision (benefit) for income taxes
at the federal statutory rate and that shown in the statements of operations are
summarized  as  follows:
<TABLE>
                                          1998       1997        1996
                                       ----------  ----------  ----------
    <S>                                <C>         <C>         <C>
    Tax  at  statutory  rate           $      -0-  $      -0-   $     -0-
    Surtax  exemption                         -0-         -0-         -0-
    Dividends  received  exclusion            -0-         -0-         -0-
    Long-term  capital  loss                  -0-         -0-         -0-
    State  tax  benefit                       -0-         -0-         -0-
    Benefit  of  net  operating  loss
    carryback  to  prior  years  at
    other  than  the  statutory  rate         -0-         -0-         -0-
    Other                                     -0-         -0-         -0-
                                       ----------  ----------  ----------
      Total                             $     -0-  $      -0-   $     -0-
                                        ==========  ==========  ==========
</TABLE>

  At  December  31,  1998,  the Company has $290,601 in net operating loss carry
forward which may be used to offset taxable income generated by operations which
will begin expiring in 2004.  The Company also has a general business tax credit
carryover  in  the  amount  of $1,283 which may be used to offset future federal
income  tax  liabilities.  This  credit  will  expire  in  2004.



                                       12
Document page: 17
<PAGE>
THUNDER  MOUNTAIN  GOLD,  INC.
Spokane,  Washington

Notes  To  Financial  Statements

NOTE  6  -  MARKETABLE  SECURITIES

  The Corporation has adopted Statement of Financial Accounting Standards (SFAS)
No. 115, Accounting for Certain Investments in Debt and Equity Securities.  SFAS
No.  115  establishes generally accepted accounting principles for the financial
accounting  and  measurement  and  disclosure  principles for (1) investments in
equity  securities  that have readily determinable fair market value and (2) all
investments  in  debt  securities.  The  change  had  no  effect on prior years'
results.  All  of  the marketable securities held by THUNDER MOUNTAIN GOLD, INC.
consist  of  securities  "available-for-sale",  as defined by SFAS No. 115.  The
method  used  in  computing  realized  gains  and  losses  is  the  specific
identification  method.

  The  following  information  is  as  of  December  31,  1998,  1997, and 1996:
<TABLE>
                                                     1998      1997      1996
                                                ----------  ----------  ----------
<S>                                             <C>         <C>         <C>
Aggregate  fair value of marketable securities  $  451,726   $520,382   $ 681,816
Gross unrealized holding gains                    (214,270)  (269,033)   (408,168)
Gross  unrealized holding losses                    39,722     67,590      38,204
Amortized  cost basis                              277,178    318,939     311,852
</TABLE>

  Changes  in current marketable securities for the twelve months ended December
31,  1998,  1997,  and  1996  are  as  follows:
<TABLE>
                                                     1998      1997      1996
                                                ----------  ----------  ----------
<S>                                             <C>         <C>         <C>
  Cost, as of January 1,                          $318,939  $ 311,852   $ 260,046
  Purchase of shares                               (56,578)         -      45,104
  Dividends and capital gains reinvested            14,817      7,087       6,702
  Unrealized gain, as of December 31,              174,548    201,443     369,964
                                                ----------  ----------  ----------
  Fair market value, as of December 31,           $451,726  $ 520,382   $ 681,816
                                                ==========  ==========  ==========

NOTE  7  -  LETTER  OF  INTENT  SIGNED  FOR  EXPLORATION

  USMX,  Inc.  of Lakewood, Colorado signed a Letter of Intent to do exploratory
work  and  possibly  acquire  an  interest  in  the  Dewey-Sunnyside and Thunder
Mountain  Gold  properties  in  Valley  County,  Idaho.

  Effective  June 18, 1997 the Companies, USMX and Dakota agreed to an extension
of  the  exploration  agreement  to April 30, 1998 (USMX became a wholly - owned
subsidiary  of  Dakota  on  May  29,  1997).








                                        13
Document page: 18
<PAGE>









INDEPENDENT  AUDITORS'  REPORT  ON  FINANCIAL  STATEMENT  SCHEDULES




The  Board  of  Directors
Thunder  Mountain  Gold,  Inc.
Spokane,  Washington


Our  report  on  the  financial  statements  of  Thunder  Mountain Gold, Inc. is
included in the Form 10-KSB and covers the financial statements for December 31,
1998,  listed  under  Item 14(a)(1) of this Form 10-KSB.  In connection with our
audit  of  such financial statements, we have also audited the related financial
statement  schedules  for  December  31, 1998 listed under Item 14(a)(2) of this
Form  10-KSB.

In  our  opinion,  the  financial  statement  schedules  referred to above, when
considered  in  relation  to  the  basic  financial statements taken as a whole,
present  fairly  the  information  required  to  be  included  therein.




Spokane,  Washington
March  12,  1999

























                                          14
Document page: 19
<PAGE>
                          THUNDER MOUNTAIN GOLD, INC. 
             SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
                 For The Years Ended December 31, 1998 and 1997 

</TABLE>
<TABLE>


                                     December 31, 1998     
                       _____________________________________________________
COLUMN A               Column B      Column C      Column D      Column E
                       ___________   ___________   ___________   ___________
                                                                 Amount at 
                                                                 Which
                                                                 Issue is  
                                                     Market      on Carried 
                       Number of     Cost of         Value       on Balance
ISSURER                Shares        Shares          Shares      Sheet
_____________________  ___________   ___________   ___________   ___________
<C>                    <S>           <S>           <S>           <S>
CURRENT: 
Colonial Utilities Fund
Class A, Common shares     12,904    $  160,267    $  281,576    $  281,576  

Barrick Gold Corporation
Common shares               4,000        21,776        78,000        78,000  

Freeport McMoRan Cop &
Gld A, Common shares        8,204        42,734        79,472        79,472  

Dakota Mining
Common shares               1,819         7,296           -             -

Midas Gold   
Common shares               8,396        45,104        12,678        12,678 
                        ___________   ___________   ___________   ___________

                           35,323     $ 277,177     $ 451,726     $  451,726 
                        ===========   ===========   ===========   ===========
Non-Current: 
Other stock ownership  
in inactive companies
Common shares             164,500         1,080           170            170 
                        ___________   ___________   ___________   ___________

          Totals          164500      $   1,080      $    170      $     170 
                        ===========   ===========   ===========   ===========
</TABLE>














                                         15
Document page: 20
<PAGE>
                          THUNDER MOUNTAIN GOLD, INC. 
             SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
                 For The Years Ended December 31, 1998 and 1997 
<TABLE>
                                      December 31, 1997                         
                       _____________________________________________________
COLUMN A               Column B      Column C      Column D      Column E
                       ___________   ___________   ___________   ___________
                                                                 Amount at 
                                                                 Which
                                                                 Issue is  
                                                     Market      on Carried 
                       Number of     Cost of         Value       on Balance
ISSURER                Shares        Shares          Shares      Sheet
_____________________  ___________   ___________   ___________   ___________
<C>                    <S>           <S>           <S>           <S>
CURRENT: 
Colonial Utilities Fund  
Class A, Common shares    11,718     $  145,450    $  230,393     $  230,393
American Barrick
Common shares              4,000         21,776        74,500         74,500
Freeport McMoRan, 
Julphur           
Common shares                143            -           1,680          1,680
IMC Global inc. 
Del Pv $1  
Common shares                612         55,941        20,043         20,043  
WTIZ 00IMC 
Global INCVSP
Common shares                226            -             875            875 
Freeport McMoRan Cop
& Gld  A, Common shares    8,204         42,734       125,619        125,619  
Freeport McMoRan Cop
& Gld B,Common shares      2,864            -          45,108         45,108  
Freeport M Res Dep 
Ut Lp, Common shares          64             64           584            584 
F M Properties, Inc. 
Common shares                408            561          2,116         2,116 
McMoran Oil & Gas
Common shares                408            -            1,312         1,312 
USMX, Inc.  
Common shares              1,819          7,296            437           437 
Midas Gold 
Common shares              8,396         45,104         17,715        17,715 
                        ___________   ___________   ___________   ___________

                          38,862      $ 318,926     $  520,382    $  520,382 
                        ===========   ===========   ===========   ===========
Non-Current: 
Other stock ownership  
in inactive companies
Common shares            164,500          1,080            170           170 
                        ___________   ___________   ___________   ___________

          Totals          164,500     $    1,080    $       170   $       170
                        ===========   ===========   ===========   ===========




                                       16
Document page: 21
<PAGE>

                                 THUNDER MOUNTAIN GOLD, INC. 
                       SCHEDULE V1 -PROPERTY, PLANT AND EQUIPMENT 
                For the Years Ended December 31, 1998, 1997, and 1996 

</TABLE>
<TABLE>
Column A              Column B      Column C      Column D      Column E      Column F
                      ___________   ___________   ___________   ___________   ___________
                                                                Other         
                      Balance at                                Changes       Balance at
                      Beginning     Additions                   Add           End of 
                      of Period     at Cost       Retirements   (Deduct)      Period
DESCRIPTION           ___________   ___________   ___________   ___________   ___________
<C>                   <S>           <S>           <S>           <S>           <S>

Year ended 
December 31, 1998: 
  Mining equipment    $   5,477     $     -              -             -      $   5,477  
  Office equipment        6,577           -              -             -          6,577  
  Automotive             47,436           -              -             -         47,436  
  Mining claims         461,934           -              -             -        461,934  
                      ___________   ___________   ___________   ___________   ___________

          Totals      $ 521,424     $     -        $      -      $      -      $521,424  
                      ===========   ===========   ===========   ===========   ===========


Year ended 
December 31, 1997: 
  Mining equipment    $    5,477          -              -             -      $   5,477  
  Office equipment         6,547          -              -             -          6,547  
  Automotive              47,436          -              -             -         47,436  
  Mining claims          461,934          -              -             -        461,934  
                      ___________   ___________   ___________   ___________   ___________

     Totals           $  521,394    $     -       $      -      $      -      $ 521,394  
                      ===========   ===========   ===========   ===========   ===========

Year ended 
December 31, 1996: 
  Mining equipment    $   23,010          -       $  (17,533)(1)       -         $5,477  

  Office equipment         6,547          -              -             -          6,547  
  Automotive              21,893    $  25,543(2)         -             -         47,436  
  Mining claims          461,934          -              -             -        461,934  
                      ___________   ___________   ___________   ___________   ___________

          Totals      $  513,384    $  25,543     $  (17,533)   $      -      $ 521,394  
                      ===========   ===========   ===========   ===========   ===========

</TABLE>

(1)  Sale of D-7G Caterpiller

(2)  Purchase of 1996 Subaru







                                         17
Document page: 22
<PAGE>


                              THUNDER MOUNTAIN GOLD, INC. 
                   SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND
                          AMORTIZATION OF PROPERTY AND EQUIPMENT

               For the Years Ended December 31, 1997, 1996, and 1995 
<TABLE>
Column A              Column B      Column C      Column D      Column E      Column F
                      ___________   ___________   ___________   ___________   ___________
                                                                Other         
                      Balance at                                Changes       Balance at
                      Beginning     Additions                   Add           End of 
                      of Period     at Cost       Retirements   (Deduct)      Period
DESCRIPTION           ___________   ___________   ___________   ___________   ___________
<S>                   <C>           <C>           <C>           <C>           <C>
Year ended 
December 31, 1998: 
  Mining equipment    $   5,477     $     -              -             -      $   5,477  
  Office equipment        5,5249          282            -             -          5,806  
  Automotive             22,146         4,525            -             -         26,671  
  Mining claims         228,229           -              -             -        228,229  
                      ___________   ___________   ___________   ___________   ___________

          Totals      $ 261,376     $   4,807     $      -      $      -      $ 266,183  
                      ===========   ===========   ===========   ===========   ===========

Year ended 
December 31, 1997: 
  Mining equipment    $    5,477           -             -             -       $   5,477  
  Office equipment         5,242    $      282           -             -           5,524  
  Automotive              15,671         6,475           -             -          22,146  
  Mining claims          228,229           -             -             -         228,229 
                      ___________   ___________   ___________   ___________   ___________

          Totals      $  254,619    $    6,757    $      -      $      -      $  261,376  
                      ===========   ===========   ===========   ===========   ===========

Year ended 
December 31, 1996: 
  Mining equipment    $   7,230             -     $   (1,753)          -      $    5,477  
   Office equipment       4,901     $       341          -             -           5,242  
  Automotive             11,542           4,129          -             -          15,671  
  Mining claims         228,229             -            -             -         228,229 
                      ___________   ___________   ___________   ___________   ___________

          Totals      $ 251,902     $     4,470   $   (1,753)   $      -      $  254,619  
                      ===========   ===========   ===========   ===========   ===========

(1)     Depreciation is calculated using the accelerated deprediation 
        methods with useful lives of three to seven years. 

(2)     Depletion is computed using the units of production method.        

</TABLE>






                                           18
Document page: 23
<PAGE>











CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Thunder Mountain Gold, Inc.
Spokane, Washington

We hereby consent to the use of our opinion, dated March 12, 1999 on the 
financial statements of THUNDER MOUNTAIN GOLD, INC. for the year ended 
December 31, 1998 in the Form 10-KSB included herein.





/s/ Robert Moe & Associates


Spokane, Washington
March 12, 1999































Document page: 24
<PAGE>

ITEM  9:  Disagreements  on  Accounting  and  Financial  Disclosure

  During  the  year  ended December 31, 1998 there were no disagreements between
the  Company  and  its   independent  certified  public  accountants  concerning
accounting  and  financial  disclosure.


PART  II

ITEM  10:  Directors  and  Executive  Officers  of  the  Registrant

(a)  Identification  of  Directors:
James  E.  Collord,  Age  87  -  President and Director - Mr. Collord has been a
Director  and  President  of  the  Registrant since 1978.  He is Chief Executive
Officer  of  the  Registrant.

Ellis J. Collord, Age 52 - Vice President and Director - Mr. Collord has been an
officer  and   Director  of  the  Registrant  since  1978.

Robin  S.  McRae, Age 58 - Secretary/Treasurer and Director - Dr. McRae has been
an  officer  and  Director  of  the  Registrant  since  1978.

Each  director serves for a period of one year or until his successor is elected
and  qualified.

None  of  the  above  has any arrangement or understanding with any other person
pursuant  to   which  he  was  or  is  to  be selected as a director or nominee.


(b)  Identification  of  Executive  Officers

  This  information  is  contained  in  paragraph  (a)  above.

(c)  Family  Relationships

  James  E. Collord, the President and Director of the Registrant, is the Father
of  Ellis  J.  Collord  who  is   the  Vice  President  and  a  Director  of the
Registrant.  Dr. Robin S. McRae is the nephew of Marjorie   Collord, the wife of
James  E.  Collord,  the  President  of  the  Registrant.

(d)  Business  Experience

  James  E.  Collord has over  fifty-years of experience in the mining industry.
He  has  worked  as  a   miner  and  a  mine superintendent but  mainly has been
employed in mineral exploration   assignments.  At the present time, Mr. Collord
is  semi-retired.

  Ellis  J.  Collord  has a Masters of Science degree in geology from the Mackay
School  of  Mines,  from   the  University of Nevada.  He has been active in the
mining  industry  for over 19 years and is an   exploration geologist and mining
superintendent  actively  employed  in  mining  supervision near Elko,   Nevada.

  Robin  S.  McRae  is  a  graduate of the Pacific College of Optometry and is a
practicing       optometrist.  He  is  the  grandson  of  Daniel  C.  McRae, the
original  locator of many of the gold     prospects in the Thunder Mountain Gold
Mining  District,  and  is  the  son  of Robert J. McRae,     author of numerous
geological  reports  concerning  the  Thunder   Mountain  Mining  District.  His
knowledge  of  mining  and  related exploratory activities is derived from three
generations  of  ownership  of  the   Sunnyside  Group   of  Claims   which  the
Registrant  now  owns.
Document page: 25
<PAGE>
(e)  Directorships

  Non  of the directors of the Registrant is a director of any other corporation
subject to the requirements   of Section 12 or Section 15(d) of the Exchange Act
of  1934.

(f)  Involvement  in  Certain  Legal  Proceedings

  None of the Officers and Directors of the Registrant has been involved  in any
bankruptcy,   insolvency, or receivership proceedings as an individual or member
of  any partnership or corporation;   none has ever been convicted in a criminal
proceeding or is the subject of a criminal proceeding   presently pending.  None
has  been  involved  in  proceedings  concerning  his  ability  to  act  as  an
investment advisor, underwriter, broker, or dealer in securities, or to act in a
responsible  capacity  for   investment  company,  bank  savings  and  loan
association,  or insurance company or limiting his   activity in connection with
the  purchase  and  sale  of  any  security  or  engaging  in  any type business
practice.  None  has  been  enjoined from engaging in any activity in connection
with  any violation of   federal or state securities laws nor been involved in a
civil  action  regarding  the  violation  of  such  laws.

(g)  Promoters  and  Control  Persons

  Not  applicable

ITEM  11:  Executive  Compensation

(a)  Cash  compensation

      Officers and Directors: None of the executive officers or directors of the
Registrant  received
$50,000  or  more  a  year.

   All  officers  and  Directors: All officers and directors, of which there are
three,  together  received  the  sum  of  $40,000  per  year.

        James  E.  Collord         President/Director          $20,000.00
        Ellis  J.  Collord         Vice  President             $10,000.00
        Robin  S.  McRae           Secretary  /  Treasurer     $10,000.00

(b)  Bonuses  and  Deferred  Compensation:

        None  of  the executive officers or Directors of the Registrant receives
any  bonuses  or  deferred   compensation,  and  none  is  planned.

A  previous  stock  option  plan  was  voluntarily  canceled  by the recipients.

(c)  Other  compensation

  There are no remuneration payments to any officer or Director other than those
set  forth  in  (a)  above.


(d)  Compensation  of  Directors

  Standard  arrangements:  James  E.  Collord  -      $20,000.00  annually
                           Ellis  J.  Collord  -      $10,000.00  annually
                           Dr.  Robin  S.  McRae  -   $10,000.00  annually

  Other arrangements: There are no arrangements for remuneration for services as
a  Director  in   addition  to  the  standard  arrangements.
Document page: 26
<PAGE>

(e)  Termination  of  Employment  and  Change  of  Control  Arrangement

  There  are  no  compensatory  plans  or  arrangements  for compensation of any
Director  in  the  event  of      his termination of employment and resignation,
retirement,  etc.


ITEM  12:  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

(a)  Security  Ownership  of  Certain  Beneficial  Owners

  The  following  are know to the Registrant to be the beneficial owners of more
that  five  percent  (5%)  of   the  Registrant's  voting  securities:

Common  Stock  Ronald  C. Yankee and               1,883,525 shares of    19.36%
               Donald J. Nelson                    record and
               P.O.  Box  5405, Boise, ID 83715    beneficially

(b)  The  Security  Holdings  of  Management  are  as  follows

Common  Stock  James  E.  Collord                  280,000  share of       2.88%
                                                   record  and  
                                                   beneficially

Common Stock   Ellis J. Collord                    239,250 shares of       2.46%
                                                   record  and 
                                                   beneficially

Common Stock   Dr. Robin S. McRae                  91,955 shares of         .95%
                                                   record  
                                                   beneficially

Total  of  all  Officers  and  Directors:          61,205  share  of       6.29%
                                                   record  and  
                                                   beneficially


ITEM  13:  Certain  Relationships  and  related  Transactions

(a)  Transactions  with  management  and  Others

Other  than payments of compensation to the Directors of the company, there have
been  no  other  transactions  with:
                        Any  Director  or  executive  officer
                        Any  Nominee  for  election  as  a  director
                        Any  immediate  family member of any of the forgoing, or
                        Any  security  holder  known  to  the  issuer  to own
                             beneficially  or  of  record more than
                             5% of the Registrant's voting  securities 
                             other than transactions disclosed in ITEM  12.

 (b)  Certain  Business  Relationships

  There  have been no unusual business relationships during the last fiscal year
of  the  Registrant
  between the Registrant or affiliates as described in Item 404 (b) (1-6) of the
Regulation  S-K.



Document page: 27
<PAGE>

(c)  Indebtedness  of  Management

No Director or executive officer or nominee for Director,  nor any member of the
immediate  family of such has been indebted to the Company during the past year.

(d)  Transactions  with  Promoters

  Not  Applicable

PART  IV

ITEM  14:  Exhibit,  Financial  Statement  Schedules  and  Reports  on  Form 8-K

(a)  Financial  Statements

  Included  in  Part  II  of  this  report.

(b)  Reports  on  Form  8-K

  No  reports  on  Form  8-K  were  filed  during  the  last calendar year 1998.


********************************************************************************
                                  SIGNATURES
********************************************************************************

     Pursuant to the  requirements of Section 13 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.

     THUNDER MOUNTAIN GOLD, INC.

     By: /s/ James E. Collord               Date:   03-29-1999
     _________________________                   ________________
     JAMES E. COLLORD
     President and Director
     Chief Executive Officer


Pursuant to the  requirements of the Securities  Act of 1934 this  report signed
below by the following person on behalf  of the Registrant and in the capacities
on the date indicated.


 
     By: /s/ James E. Collord             Date:    03-29-1999
     ________________________                   _________________
     ROBIN S. McRAE
     Vice President and Director