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

                                   FORM 10-KSB/A
(Mark  One)

[X]  ANNUAL  REPORT  UNDER  SECTION  13  OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934

     For  the  fiscal  year  ended  JUNE  30,  1998

[ ]  TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

Commission  file  number  0-12761

BRUSH  CREEK  MINING  AND  DEVELOPMENT  CO.,  INC.
(Name  of  Small  Business  Issuer  in  Its  Charter)

                                   NEVADA
        (State or Other Jurisdiction of Incorporation or Organization)

                                 88-0180496
                 (I.R.S. Employer Identification Number)

11117  LOWER  CIRCLE  DRIVE,  GRASS  VALLEY,  CALIFORNIA  85949
(Address  of  principal  executive  offices)

                               (530) 477-0834
               (Issuer's telephone number, including area code)

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:  NONE

Securities registered under Section 12(g) of the Exchange Act: COMMON, PAR VALUE
$.0001

Check  whether the Issuer: (1) filed all reports required to be filed 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      No      X
             -----

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

State  Issuer's  revenues  for  its  most  recent  fiscal  year:  $15,390.

As of September 30, 1998, the aggregate market value of the Common Stock held by
non-affiliates  of  the  Issuer (5,143,743 shares) was approximately $1,846,604.
The  number  of shares outstanding of the Common Stock ($.0001 par value) of the
Issuer  as  of  the  close  of  business  on  September  30, 1998 was 5,554,179.

Documents  Incorporated  by  Reference:    Portions  of  the  registrant's proxy
statement  for  the annual meeting of shareholders to be held in fiscal 1998 are
incorporated  by  reference  into  Part  III  of  this  report.

Transitional  Small  Business  Disclosure  Format:          Yes      X   No ____
                                                                 -----

                                      - 1 -
<PAGE>
                                    PART III

Item  9  -  Directors,  Executive  Officers,  Promoters  and  Control  Persons:
Compliance  with  Section  16(a)  of  the  Exchange  Act.

                              Election of Directors

Due  to changes in ownership subsequent to year end, the serving directors noted
below  are  subject  to  change  at  the  next  board  members  meeting.

INFORMATION  CONCERNING  DIRECTORS  AND  OFFICERS

The  following table sets forth certain information with respect to the Board of
Directors  as  of  June  30,  1998.

<TABLE>
<CAPTION>
                              PRESENT POSITION      HAS SERVED AS
NAME                 AGE        AND OFFICES         DIRECTOR SINCE
<S>                  <C>  <C>                       <C>
James S. Chapin . .   43  Chief Executive Officer,            1994
a . . . . . . . . .       Chief Financial Officer,
a . . . . . . . . .       Chairman of the Board
a . . . . . . . . .       and Director

Howard I. Kalodner.   64  Director                            1994

Albert E. Miller. .   71  Director                            1994

Kenneth S. Friedman   56  Director                            1995
</TABLE>

JAMES  S.  CHAPIN  has  been  a Director of the Company since April 1994.  Since
April  1994, Mr. Chapin has also served as the Chief Executive Officer and Chief
Financial Officer of the Company.  Prior to working with the Company, Mr. Chapin
was  registered  with  the  Hartford,  Connecticut  offices of Tucker Anthony, a
securities  broker-dealer  from  1988  to  April  1994.  He previously served in
executive  positions  from  1977 to 1983 with IBM and from 1983 to 1988 with the
securities  firm  of  Smith  Barney.

HOWARD  I.  KALODNER  has  been a Director of the Company since March 1994.  Mr.
Kalodner  is  a  professor  of law and, from 1977 to 1994, served as the dean of
Western  New England College School of Law in Springfield, Massachusetts.  He is
a  member  of  the  American  Law  Institute  (ALI).

ALBERT E. MILLER has been a Director of the Company since March 1994.  From 1976
to  1991,  Mr.  Miller  was  chairman  and  chief  executive officer to Royalpar
Industries,  a publicly owned human resources company.  He retired from Royalpar
in  July  1991  when  it  was  acquired  by  another  company.

                                      - 2 -
<PAGE>
KENNETH  S. FRIEDMAN has been a Director of the Company since January 1995.  Mr.
Friedman  has  served  as  president  and  chief executive officer of Strathmore
Resources Ltd. from December  1996 to the present.  From 1993 to the present, he
has  also  served  as  president  of Nonlinear Resource Corp.  and, from 1991 to
1993,  he  served  as director of research for Dickinson & Co.  He served as the
natural resources analyst for Kemper Securities, a securities firm, from 1990 to
1991, and the metal and mining analyst for Boettcher Co., a brokerage firm, from
1989  to  1990.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons  who  own  more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and  Exchange  Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors  and  greater  than 10% shareholders are required by SEC regulation to
furnish  the  Company  with  copies  of  all  Section  16(a)  forms  they  file.

Based solely on the Company's review of such reports and written representations
from  certain of such persons, the Company believes that, during the fiscal year
ended  June  30,  1998,  all Section 16(a) filing requirements applicable to its
officers,  directors  and  greater than 10% beneficial owners were complied with
except  James  S.  Chapin  filed  two  reports late relating to a total of three
transactions,  Howard  I. Kalodner filed two reports late relating to a total of
two  transactions, Albert E. Miller filed one report late relating to a total of
one  transaction,  and Kenneth S. Friedman filed one report late relating to one
transaction  and  failed  to  file  two  reports  relating  to two transactions.

                                      - 3 -
<PAGE>
Item  10  -  Executive  Compensation

The  following  summary compensation table sets forth information concerning the
annual  and long-term compensation for services in all capacities to the Company
for  the  fiscal  years ended June 30, 1998, 1997 and 1996, of those persons who
were,  at  June 30, 1998 (I) the chief executive officer and (ii) the other most
highly  compensated  executive officers of the Company, whose annual base salary
and bonus compensation was in excess of $100,000 (the named executive officers):

<TABLE>
<CAPTION>
                              SUMMARY COMPENSATION TABLE

                                           ANNUAL                 LONG-TERM
                                        COMPENSATION             COMPENSATION
                                                              AWARDS       PAYOUTS
NAME AND
PRINCIPAL                    FISCAL                          OPTIONS      ALL OTHER
POSITION                      YEAR    SALARY      BONUS      (SHARES)   COMPENSATION
<S>                          <C>     <C>       <C>          <C>         <C>
James S. Chapin,. . . . . .    1998  $110,000  $ 50,000(4)          0   $           0
Chief Executive Officer . .    1996  $110,000  $        0   250,000(3)  $           0
and Chief Financial Officer    1997  $110,000  $100,000(1)  375,000(2)  $           0
<FN>
---------------------------
(1)  Represents  amount  which  was  released  to  Mr.  Chapin  in  January 1997 from
     $100,000  which had been held in trust by the Company in connection with certain
     severance arrangements which existed between the Company and Mr. Chapin.  Due to
     the  release  of  said  funds, such severance arrangements have been terminated.
     See  "-Employment  Agreements  and  Termination  of  Employment  Arrangements".

(2)  In  March  1997, Mr. Chapin was granted options to acquire 375,000 shares of the
     Company's Common Stock.  In connection therewith, all previously granted options
     To  Mr.  Chapin  were  canceled.

(3)  Such  options  have  been  canceled  (see  footnote  (2) above).

(4)  Pursuant to the terms of his Employment Agreement dated April 5, 1994, the Board
     of  Directors  may at its own discretion deem or grant bonuses.  For the current
     year,  the  Board  unanimously approved a $50,000 bonus to be paid to Mr. Chapin
     for  his  achievements  in  successfully  raising  funds  for  the  Company.
</TABLE>

STOCK  OPTION  PLANS

The  Company  has  an  incentive stock option plan under which five and ten-year
options  may  be granted to key employees to purchase up to 33,333 shares of the
Company's  Common  Stock  at the market price on the date of grant.  At June 30,
1998,  no options had been granted under this plan.  A total of 33,333 shares of
the  Company's  unissued  Common  Stock  has  been  reserved  for  this  plan.

                                      - 4 -
<PAGE>
The  Company  has  a  nonqualified  stock  option  plan,  under which options to
purchase  a  total  of  1,186,000 shares from $.23 to $4.13 were outstanding and
exercisable  at  June  30,  1998.

LONG-TERM  INCENTIVE  PLAN

Other than the stock option plans described above, the Company does not have any
plan  providing  compensation  to  its  officers for performance to occur over a
period  longer  than  one  fiscal  year.

PENSION  PLANS

The  Company does not have any pension plan available to its executive officers.

COMPENSATION  OF  DIRECTORS

The  independent Directors of the Company are entitled to compensation at a rate
of  $1,500  per month for their services.  During the fiscal year ended June 30,
1998,  however,  no  fees  were paid to Directors.  Certain expenses incurred in
connection  with  such  services,  including  travel  to  meetings,  may also be
reimbursed.  In  addition  the Board has awarded options to acquire Common Stock
of  the  Company  to  directors  in  recognition  of  services.

EMPLOYMENT  AGREEMENTS  AND  TERMINATION  OF  EMPLOYMENT  ARRANGEMENTS

The  Company  has  an  employment agreement with James S. Chapin, which provides
that  Mr.  Chapin's employment will commence April 4, 1994, and continue through
April  3,  1995, following which his employment is to continue for an indefinite
term,  subject to certain notice provisions.  In addition, the Company agreed to
pay  Mr.  Chapin  $100,000  as severance compensation if he was terminated other
than  "for  cause"  which  amount  would  be  held  in  trust  and secured by an
irrevocable  letter  of  credit.  Upon  completion  of five consecutive years of
employment  with  the  Company this obligation would terminate.  Notwithstanding
the  foregoing,  in  January  1997, the Board of Directors resolved to award Mr.
Chapin  such  amount  as  a  bonus.  In  connection  therewith,  such  severance
arrangements  which  existed between the Company and Mr. Chapin were terminated.

REPRICING  OF  OPTIONS

In  March  1997,  the Company canceled all previously issued options to its four
directors (which included Mr. Chapin, the Company's named executive officer) and
issued  in  place  thereof  960,000 options exercisable at $.225 per share.  All
previously  granted  options  which  were  canceled  were  exercisable at prices
ranging  from  $1.13  to $2.98 per share.  The exercise price of $.225 per share
fro  the  options issued in place of the canceled options represented 90% of the
closing bid price of the Company's Common Stock on the date immediately prior to
the  date  of  grant.

                                      - 5 -
<PAGE>
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons  who  own  more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and  Exchange  Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors  and  greater  than 10% shareholders are required by SEC regulation to
furnish  the  Company  with  copies  of  all  Section  16(a)  forms  they  file.

Based solely on the Company's review of such reports and written representations
from  certain of such persons, The Company believes that, during the fiscal year
ended  June  30,  1998,  all Section 16(a) filing requirements applicable to its
officers,  directors  and  greater than 10% beneficial owners were complied with
except  James  S.  Chapin  filed  two  reports late relating to a total of three
transactions,  Howard  I. Kalodner filed two reports late relating to a total of
two  transactions, Albert E. Miller filed one report late relating to a total of
one  transaction,  and Kenneth S. Friedman filed one report late relating to one
transaction  and  failed  to  file  two  reports  relating  to two transactions.

Item  11  -  Principal  Shareholders  and  Security  Ownership  of  Management

The following table sets forth, as of March 8, 1998, (I) the number of shares of
Common  Stock owned of record or beneficially, or both, by each person who owned
of  record, or is known by the Company to have beneficially owned, individually,
or  with  his associates, more than 5% of such shares then outstanding; (ii) the
number of shares owned beneficially by each Director of the Company, each person
nominated  to be a Director and each named executive officer of the Company; and
(iii)  the  number  of  shares owned beneficially by all Directors and executive
officers  as  a group.  Except as otherwise indicated below, each of the persons
listed  below  has  sole  voting and investment power with respect to his or her
shares.

                                      - 6 -
<PAGE>
<TABLE>
<CAPTION>
                                   Amount and Nature
Name of Beneficial Owner        of Beneficial Ownership   Percent of Class
<S>                             <C>                       <C>
James S. Chapin. . . . . . . .            142,587(1) (2)               2.5%
970 E. Main Street, Suite 200
Grass Valley, CA 95945

Howard I. Kalodner . . . . . .            103,700(1) (2)               1.8%
55 Riverview Terrace
Springfield, CA 01108

Albert E. Miller . . . . . . .             50,833(1) (2)                .9%
250 Westmont
West Hartford, CT 06117

Kenneth S. Friedman. . . . . .            129,520(1) (2)               2.4%
26 Willow Lane
Blackhawk, CO 80422

Ariel Holdings LLC . . . . . .                  405,000                7.4%
5151 Collins Avenue
Miami Beach, FL 33140

David Werner . . . . . . . . .                  410,000                7.4%
36 West 44th Street
New York, NY 10036

All Executive Officers . . . .            426,640(1) (2)               7.8%
and Directors
as a Group (four persons)
<FN>
-------------------------
(1)  Includes  shares  which may be acquired within 60 days pursuant to the
     exercise  of  options,  as  follows:  Mr.  Chapin,  37,500 shares; Mr.
     Kalodner,  20,000 shares; Mr. Miller, 20,000 shares; and Mr. Friedman,
     18,500  shares;  and  all executive officers and directors as a group,
     2,460,000  shares.

(2)  Figure includes shares owned by a spouse.
</TABLE>

                                      - 7 -
<PAGE>
Item  12  -  Certain  Relationships  and  Related  Transactions

Change  in  Management
----------------------

On  November  16,  1998,  Brush  Creek  Mining and Development Inc. received the
resignation  of its chief executive officer (C.E.O.), James Chapin.  Brush Creek
has  accepted  the  proposal  submitted by Mr. Larry Stockett, President of U.S.
Cement  Company and the Board appointed him as the new President and C.E.O.  Mr.
Stockett  has  accepted  these  positions without compensation until the Company
reaches  its first quarterly after tax profit.  Upon resolution of Brush Creek's
current  legal  and  financial problems, Mr. Stockett has agreed to transfer his
51%  ownership  in  U.S. Cement Company to Brush Creek.  In return, Mr. Stockett
will receive restricted share of stock of Brush Creek at a price of $5 per share
for  the  audited  book  value  of  U.S. Cement.  In addition, Mr. Stockett will
receive  one  million  share of Brush Creek restricted stock if the BCMDE shares
achieve  a  $5  per  share  closing  price  for  10  consecutive  days.

                                      - 8 -
<PAGE>
                                   SIGNATURES


Pursuant  to  the requirements of Section 13 or 15(d) 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.

BRUSH  CREEK  MINING  AND  DEVELOPMENT  CO.,  INC.
(Registrant)


By:      /s/  James  S.  Chapin
         ----------------------
         James  S.  Chapin,
         Chief  Executive  Officer

Dated:   December 21, 1998


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been signed below by the following persons on behalf of the Registrant, and
in  the  capacities  and  on  the  dates  indicated:


Signature:  /s/  James  S.  Chapin
            ----------------------
            James  S.  Chapin
            Chief  Executive  Officer
            Chief  Financial  Officer,
            Chairman  of  the  Board  and  Director
            (Principal Executive Officer and Principal Financial and
            Accounting  Officer)

Date:       December 21, 1998


Signature:  /s/ Howard I.  Kalodner
            -----------------------
            Howard I. Kalodner
            Director

Date:       December 21, 1998


Signature:  /s/  Albert  Miller
            -------------------
            Albert  Miller
            Director

Date:       December 21, 1998


Signature:  /s/  Kenneth  Friedman
            ----------------------
            Kenneth  Friedman
            Director

Date:       December 21, 1998