SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           Form 10-Q
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934

                   For the quarter year ended
                       September 30, 1997
                                
                 Commission File No. 2-85845-D
______________________________________________________________________________
                                
                                
                                
                                
                SILVERTHORNE PRODUCTION COMPANY
     (Exact name of Registrant as specified in its charter)
                                
          COLORADO                                    84-0189377
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)


708 Margarita Ave, Coronado, CA 92118               (619) 522-0010
(Current address of principal executive office)   (Registrant s telephone No.
                                                    with area code)



     Indicate by check mark whether 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 
Registrant was required to file such reports, and (2) has been subject to 
such filing requirements for the past 90 days.

     [x]  Yes  [  ]  No
                                                               
     The number of shares outstanding of each class of Registrant s classes 
of Common Stock ($.001 par value)as of end of period covered by report was:
             
                                        September 30, 1997:   3,505,047

                                
                PART I  -  FINANCIAL INFORMATION

Item 1.        FINANCIAL STATEMENTS.

     Financial Statements (unaudited) for quarter year ended September 30, 
1997, attached nd incorporated herein by reference.  (See following pages)



SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
BALANCE SHEET -- September 30, 1997 



                                                        Unaudited Audited 
                                                        Sep 30    June 30  
                                                          1997      1997   
ASSETS                                                    ----      ----   
  CURRENT ASSETS:
    Cash                                                $     0   $     26  
                                                        -------   --------   
                                                        $     0   $     26 
                                                       ========   ========  

LIABILITIES AND SHAREHOLDERS  EQUITY
     
  CURRENT LIABILITIES:
    Notes Payable                                       $22,000   $ 22,000  
    Accrued interest                                     11,502     10,828  
    Bank Overdraft                                            1          0  
    Accounts Payable                                     34,041     33,364  
                                                        -------   --------  
                                                       $ 67,544   $ 66,192 
                                                       ________   ________  

  SHAREHOLDERS  EQUITY 
   (DEFICIENCY)
    Common Stock, par value 
     $.001; authorized 50,000,000
     shares; 3,580,047 shares 
     issued & outstanding:                             $  3,505   $  3,505  
    Additional paid-in capital                          607,332    607,332  
                                                       --------   --------  
    Retained earnings deficit:
      From regular operations                         ( 617,286) ( 617,286) 
    Accumulated: developmental 
      stage                                           (  70,587) (  69,209) 
                                                       --------   --------  
                                                      ( 687,873) ( 686,495) 
                                                       ________   ________  
TOTAL SHAREHOLDERS  EQUITY                            $ 222,964  $ 224,342 
                                                       ________   ________ 
TOTAL LIABILITIES 
  AND SHAREHOLDERS  EQUITY                            $       1  $      26  
                                                      =========   ========  


The accompanying notes are an integral part of the financial statements.   



SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
STATEMENT OF OPERATIONS -- September 30, 1997


 

                                                 Unaudited       Unaudited  
                                               3 months ended  3 months ended
                                                Sep 30, 1997    Sep 30, 1996 
                                   
REVENUES:                                       $         0     $         0  
                                                   ________        ________  


EXPENSES:                                             1,351           7,349   
                                                             
NET INCOME (LOSS)                               $(    1,351)     $(   7,349)  
                                                   ========        ========   
NET (LOSS) PER COMMON SHARE                     $     .0004      $    .0020    
                                                  =========       =========   
COMMON SHARES OUTSTANDING                         3,505,047       3,505,047   
                                                  =========       =========   



The accompanying notes are an integral part of the financial statements.




SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
CASH FLOW STATEMENT -- September 30, 1997

  
                                                 Unaudited       Unaudited  
                                               3 months ended  3 months ended
                                                Sep 30, 1997    Sep 30, 1996 

CASH FLOWS FROM OPERATING 
 ACTIVITIES:
   Net (loss)                                 $(    1,378)   $(      9,380)
   Increase (decrease) in 
     accounts payable                                 677            8,460 
   Increase in accrued interest                       674            1,319 
                                               ----------     ------------  
   Net cash flows from operation              $(       27)   $         409 
                                                 ________         ________  

CASH FLOWS FROM FINANCING 
  ACTIVITIES:   
    Net cash flows from financing              $        0    $           0 
                                                 ________         ________ 

CASH FLOWS F0R INVESTMENT 
  ACTIVITIES:   
    Net cash flows for 
      investments                             $         0   $            0 
                                                 ________         ________ 


NET INCREASE IN CASH AND 
  CASH EQUIVALENT                             $(       27)   $         409  
  Cash at beginning of period                          26     (         10) 
                                                 --------         --------  
  Cash at end of period                       $(        1)   $         399 
                                                 ========         ========  



The accompanying notes are an integral part of the financial statements.





SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
STATEMENTS OF STOCKHOLDERS  EQUITY (DEFICIT) -- September 30, 1997



                                                                    Total
                                        Additional               shareholders 
              -------Common Stock-----   paid-in    Accumulated     equity 
                Shares          Amount   capital      deficit    (deficiency)
                ------          ------   -------      -------    ------------
BALANCES, 
 June 30, 
 1997         #3,505,047    $   3,505   $607,332    $(686,495)   $  224,342

NET INCOME 
 (LOSS) from
 Developmental
 Stage: Sep 30,
 1997                                               (  1,378)    (   1,378)
               ----------    --------   --------    ---------     --------- 
BALANCES, 
 Sep 30, 1997  #3,505,047   $   3,505   $607,332    $(687,873)   $ 222,946
                ========     ========  =========    =========     ========



The accompanying notes are an integral part of the financial statements.




NOTES TO FINANCIAL STATEMENTS -- September 30, 1997

      The accounting policies followed by Company are set forth in the notes
to the Company,s audited financial statements in the Form 10-K Report filed 
for the year ended June 30, 1997, which is incorporated by reference. Such 
policies have been continued without change.  Also, refer to those notes for 
details of the Company s financial condition, results of operations and cash 
flows.  All material items in those note have not changed.

     In the opinion of management, the accompanying interim financial state-
ments contain all adjustments necessary to present fairly the Company's 
financial position as of September 30, 1997, and the results of it operations
and cash flows for the three month period ended.

Item 2.      MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
             RESULTS OF OPERATION.
       
     As of March 31, 1989, the Company had returned to a developmental stage 
company.  The Company's financial condition did not change materially during 
the quarter covered by this report.

     Liquidity.     The Company s liquidity did not change materially during 
the quarter year covered by this report.  Company had no material liquid 
assets at the beginning nor at the ending.

     Capital Resources.  The Company had no commitments for any capital 
expenditures nor increases in capital resources during the quarter year
covered by this report. 

     Results of Operation.    The Company has not had any business operations 
during the quarter year covered by this report.  The Company s pursuit of
business operations through acquisition by stock exchange or merger has not 
materialized.  No mergers are being negoitated.



                    PART II  -  OTHER INFORMATION
                                   
Item 3.        EXHIBITS AND REPORTS ON FORM 8-K.
       
     None.



                              SIGNATURES

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

                              SILVERTHORNE PRODUCTION COMPANY



Dated: 3/14/98           /s/ D. L. Jackson
                      By: ______________________________________
                             D. L. Jackson, President, Chief Executive 
                             Officer and Director


Dated: 3/14/98          /s/ T. M. Jackson
                      By: ______________________________________
                            T. M Jackson, Secretary and Director