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START**************************************************************************

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                 For the fiscal year ended December 31, 1998

                        Commission File No. 001-06412
 
                       LITTLE SQUAW GOLD MINING COMPANY
      ________________________________________________________________
           (Exact name of Registrant as specified in its charter)

           Alaska                                        91-0742812
__________________________________          _________________________________
(State or other jurisdiction                      (I.R.S. Employer ID No.)
of incorporation or organization)

         933 West Third
         P.O. Box 184, Spokane, WA                         99210
________________________________________          ________________________
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number:  (509) 624-2676

Securities registered pursuant to Section 12(b) of the Act:

Name of Each
Title of Each Class                   Exchange on which Registered

Common stock, $.10 par value          Spokane Quotation Service

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

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


State  the aggregate  market value of the voting  stock held by  non-affiliates
of  the  Registrant.    The  aggregate   market  value  shall  be  computed  by
reference to  the price at  which the stock was  sold,  or the average  bid and
asked  prices  of such stock, as of a  specified  date within  60 days prior to
the date of filing.  

As of March 20, 1998, 8,351,403 shares of the Registrant's voting common stock,
$.10 per share  par value  excluding  stock held  in treasury, were  issued and
outstanding.  The aggregate market value of such  shares held by non-affiliates
of the Registrant on such date was $417,570 (based on the average bid and asked
prices on that date in the amount of $.05 per share).

Documents incorporated by reference - None.

*******************************************************************************

DOCUMENT PAGE: 1 of 30
<PAGE>
                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

     PART  I

Item  1.     Description  of  Business

(a)  General  Description  of  Business

The  Registrant  is the owner in fee of 445 acres of patented gold mining claims
consisting  of  twenty-two  (22)  claims  and one millsite, and controls another
4,200  acres  of  unpatented  gold  mining claims consisting of one hundred five
(105)  40  acre  State  of  Alaska Unpatented claims.  The mining properties are
located approximately 188 air miles NNW of Fairbanks, Alaska, and 48 miles NE of
Coldfoot,  in  the  Chandalar  Mining  District.  The  center of the district is
approximately  70  miles  north  of  the  Arctic  Circle.

The  Registrant was incorporated on May 7, 1959 for the purpose of acquiring the
gold  mining properties of the Chandalar District.  Operations of the Registrant
during  the 1960's resulted in the development of a mining camp, a mill, several
airstrips,  and  development  of  a  small amount of ore reserves in underground
workings.

In  1972  and 1976, all of the lode mining claims in the Chandalar District were
acquired  by  the  Registrant  except  for  seven  forty  acre  State  of Alaska
unpatented  claims.  In  1978  the  Registrant acquired all of the placer mining
claims  in  the  Chandalar  District.
In  1987  the  registrant  determined  that  it would be in the best interest of
registrant  to  convert  all Federal unpatented claims held by the registrant to
State  of Alaska unpatented claims. The claims are located on property which was
formerly  all owned by the Federal Government however as of 1991 title to all of
the  properties  had  been  transferred  to  the  State  of  Alaska.
During  the 1970's the lode and placer properties were leased to various parties
for  exploration  and  development.

Registrant  in  November  of 1989 and May of 1990 entered into a lease with Gold
Dust Mines, Inc. of all placer mining interests of Registrant located on the Big
Creek,  St.  Mary's Creek, Little Squaw Creek, Big Squaw Creek, and Tobin Creek.
During  1988  a  consulting Mining Geologist was hired to conduct a study of the
entire  placer  and  lode  district.  His  comprehensive report was completed in
January  1990,  and  are available for review by interested Mining companies.  A
few  conclusions  from his report are referred to in the section "Description of
Property."  The  Registrant  does  not  have  sufficient  funds  to  undertake
development  of the lodes or placer creek drainages, and is actively looking for
a  joint  venturer mining company to assist the Registrant in the development of
the  properties.  The  long  term  potential  for  the  district  lies  in  the
development  of  the  lodes  which will initially require a substantial drilling
exploration  commitment.

During  the  Spring  of  1990  the  lessee  transported  an IHC wash plant, with
numerous  large  pieces  of  placer mining equipment to the site over the winter
haul  road  from   Coldfoot  to  Registrants  mining  claims.  Gold  Dust  Mines
restricted  its placer mining operations during the 1991 and 1992 seasons to the
Tobin  Creek drainage.  During the last part of the 1993 season, Gold Dust Mines
moved  its  placer  operations to the Big Creek, and St. Mary's Creek drainages.
In  1994,  placer  mining  operations  were concentrated on the St. Mary's Creek
drainage.  During 1995 placer mining operations were conducted on the St. Mary's
Creek  and Big Creek Drainages.  During 1996, a lease amendment was entered into
between  registrant lessor and Old Gold Dust Mines, lessee, wherein Little Squaw

DOCUMENT PAGE: 2 of 30
<PAGE>
                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

Creek,  Big  Squaw  Creek and Tobin Creek drainages were excluded from the lease
and  the  lessor  currently has an operating lease only on the Big Creek and St.
Mary's  Creek  drainages.

During  1996,  1997,  and 1998, these placer mining operations were conducted on
the  Big  Creek  drainage.

In the late summer of 1997, a placer mining lease was executed by the registrant
with  DayCreek Mining Company, Inc., an Alaskan corporation.  The lease includes
the placer mining claims only for the Tobin Creek drainages, Big Squaw Creek and
Little  Squaw Creek drainages, but does not include the Big Creek and St. Mary's
Creek  drainages which are currently leased to Gold Dust Mines.  Under the terms
of  the  lease  with  DayCreek  Mining  Company, Inc., they are to enter into an
extensive  drilling  program each year to determine the extent of the approvable
placer  reserves.  This  lease  was not entered until the later part of the 1997
season,  however  the  lessee  was  able  to conduct a limited drilling program.
Drilling  was  to  have  continued  in 1998, however, the lessee was not able to
conduct  the  drilling operations due to lack of finances,  and a declaration of
forfeiture  was  given  to  the  lessees  in  February  of  1999.

(b)  Financial  Information  About  Industry  Segments

The  applicant's  properties  consist  of both lode mining properties and placer
mining  properties.  The  lode  mining properties contain the greatest potential
for  development of the property, and since the Company's lode mining properties
are  in  the  exploration  and development stage, it is not possible to make any
definitive  statements  regarding  industry  segments.

(c)  Narrative  Description  of  Business

Since  the  early  1970's  and after its own substantial early expenditures, the
Registrant  has  attempted  to  develop  its  mining  properties by leasing with
provisions  for  base  rent  and  royalties.  The  Registrant has no independent
business  operations  except  those  in  the  Chandalar  Mining  District.


LODE  OPERATION:  The  lode  claims  were last leased between 1979 and 1987. The
total sales from the lodes from 1980 through 1983 was approximately 7,200 ounces
of gold with gross revenues in excess of $2,000,000.00.  The operations were not
conducted  properly  and  were  not  profitable  to  the Lessee, partly due to a
cave-in  on  the Mikado mine in 1983.  The Lessee concentrated on exploration in
1983  with  very  little  activity  in 1984 and 1985. The lode Mill has not been
operated  since  1986.  The  required assessment work on the lode operations was
performed  by  the  placer  Lessee  from  1985  through  1998.

At  this  time  the  Registrant  is  actively  seeking  a  company that would be
interested  in  exploring  and  developing  lode claims as well as the remaining
placer  claims.

PLACER  OPERATION:  The  current  lessee  of  the Big Creek and St. Mary's Creek
drainages,  Gold Dust Mines, Inc., has had control of the placer operation since
1991,  but  commencing  1996 the placer lease is restricted to the Big Creek and
St.  Mary's Creek drainages.  Lessee has experienced difficulty in mining on the
scale  originally  contemplated  as  a  result  of loss of some of its financial
backing.  The  lessee has been financing its mining operations primarily through
the  gold which it has recovered during its operations.  During 1998, the lessee
recovered  a  total  of  251  ounces of placer gold from the Big Creek drainage.
DOCUMENT PAGE: 3 of 30
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

During  1996, the lessee recovered a total of 699 ounces of placer gold from the
Big  Creek  drainage.  During  1995,  lessee  concentrated  primarily on the St.
Mary's  drainage  and  Big Creek drainage and recovered a total of 403 ounces of
Gold.  In  1994  total  gold  recovered was 554 ounces The placer production for
1993  season  was  249.5  ounces,  the  1992  production  was  838.5  ounces.

The lease with DayCreek Mining Company, Inc., for the placer claims required the
lessee  to  do  exploratory  placer drilling on Little Squaw Creek and Big Squaw
Creek.  In 1997 some limited drilling was performed, but not the extent required
by  the  lease.  The  report  prepared  by  Gary  Fitch,  Economic Geologist, at
Fairbanks, Alaska, stated that the drilling was completed between August 30, and
October  5,  of 1997.  Fifteen (15) holes were drilled and sampled.  Twelve (12)
were  on  Little  Squaw  Creek  and  three  (3) on Big Squaw Creek.  The project
summary  included  the  following  report  on  Little  Squaw  Creek:

 "Drilling accomplished  the  initial  stages  of  defining a minable deposit by
 establishing a 2410 troy ounce proven reserve with remains open-ended laterally
 and down-valley.  A thirteen thousand (13,000) oz probable reserve is estimated
 along twelve  hundred  (1,200)  feet of the creek surrounding the proven block.
 Impressive high  grades  are recorded in Little Squaw Bench production figures,
 reported at  the  Carlson  &  Buckley shaft and encountered in some of the 1997
 drill holes."

The  lessee was unable to meet any drilling requirements in 1998 and due to this
breach,  along  with  other  specified breaches, the Lease was terminated by the
Registrant.  It  is  unknown  whether  the  Registrant will need to seek a legal
declaration  of  forfeiture  at  this  time.

Total historical sales of gold from the entire district are about 82,192 ounces,
the  majority  of  which  was  produced  by  hand mining methods from the placer
deposits  prior  to  1950.

Item  2.     Description  of  Property

(a)  The  principal  assets  of  the  Registrant  are  mining  properties in the
Chandalar  Gold  Mining  District in northern Alaska.  The Registrant's holdings
include  mining  claims, both patented and unpatented, held for lode mining, and
claims,  both  patented and unpatented, held for placer mining.  The lode mining
claims  (and associated millsite claims) include 21 patented lode mining claims.
The  Registrant  holds  fee  title  to the patented claims, and in addition, the
Registrant has the below described unpatented lode and placer mining claims.  At
one  time  Registrant held a number of federal unpatented claims, however all of
these  claims  have been subsequently staked as state unpatented claims, and the
federal unpatented claims have been abandoned.  The unpatented mining claims and
millsite  claims  are  subject to the paramount title of the State of Alaska and
all  patented  and unpatented claims are subject to a reserved two percent gross
royalty  in  Registrant's  predecessor  in  title.  The  Chandalar  Gold  Mining
District  is  within  an  area  which  was  owned  by the federal government and
selected  by  the  State of Alaska for transfer to the State of Alaska under the
Alaska  Lands  Law.






DOCUMENT PAGE: 4 of 30
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

The  Registrant  currently  owns  in  fee 21 twenty-acre patented lode claims, 1
twenty-acre  patented  placer  claim,  and  l  five-acre patented mill site.  In
addition  Registrant  holds  105  forty-acre  unpatented state claims.  The lode
mining  claims  were  located  to  control  the  known  gold  bearing zones, and
constitute  all  of  the  presently  existing  lode  mining  claims  in  an area
approximately  three  miles  by  seven  miles,  except for seven State of Alaska
unpatented  mining  claims, which have never been owned by Registrant, and which
are  owned  by  Registrant's  predecessor  in  title.

The  placer  mining  claims  of  the  Registrant cover approximately 20 miles of
creeks and four major drainages radiating from the area in which the lode mining
claims  are  situated,  and  include  all  areas that were the subject of placer
mining  operations  by  predecessors  of  the Registrant, as well as substantial
portions  of  these  drainages  that  have  never  been  mined.

Although  the  District has long been noted in published literature as being the
source  of  high-grade  ore zones, the cost of fully evaluating the Registrant's
holdings  by  doing  the necessary exploration and development work to establish
the extent of mineralization has, to date, not been accomplished.  The principal
evaluation  work  done by the Registrant, or under its direction has been on the
Mikado  mine, the Little Squaw mine, and on the Eneveloe Bonanza mine by lessees
in 1982 and 1983.  Each of the groups of claims have been partially developed by
1,000  to  2,000  feet  of  underground  workings.  Within  the district smaller
amounts  of  mostly  surface  work  has established the existence of six similar
zones  without  accomplishing  enough  development  work to block out sufficient
reserves  necessary  for  vein  type  mining  in  the  district.

Item  3.     Legal Proceedings

There  are  no  legal  proceedings  pending,  however the Registrant has given a
termination  of  lease  notice  to Day Creek Mining Company and it is unknown at
this  time  as  to  whether the Registrant will need to seek a legal declaration
confirming  the  forfeiture.

Item  4.     Submission of Matters to a Vote of Security  Holders

There  were no matters submitted to a vote of the security holders of Registrant
during  the  fourth  quarter  of  Registrant's  fiscal  year.

     PART  II

Item 5.     Market for the Registrant's Common Stock and Related Security Holder
Matters

(a)  The  common  stock  of  the Registrant was always registered on the Spokane
Stock  Exchange,  a  national  stock  exchange, until the Spokane Stock Exchange
ceased  operating  in  1991.  The  stock  is now listed on the Spokane Quotation
Service.  The stock is also traded widely in various over-the-counter markets in
the  United  States.  The  Spokane  Quotation  Service  is  not  subject  to any
reporting  quotation  system, but the high and low bid and asked sale prices for
the  stock for each quarterly period during the past three years are as follows:





DOCUMENT PAGE: 5 of 30
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

<TABLE>
Quarter            Lowest Price Reported       Highest Price Reported
<S>                <C>                         <C>
First 1996                 .07                          .09
Second 1996                .07                          .10
Third 1996                 .06                          .13
Fourth 1996                .09                          .13

First 1997                 .09                          .09
Second 1997                .08                          .09
Third 1997                 .11                          .12
Fourth 1997                .07                          .08

First 1998                 .07                          .10
Second 1998                .08                          .10
Third 1998                 .08                          .09
Fourth 1998                .03                          .08
</TABLE>

(b)  As  of  December 31, 1998, there were approximately 3,591 holders of common
stock  of  the  Registrant.

(c)  No  dividends have been declared during the past two years, or to date, but
there  are  no  restrictions  upon  the  issuer's  ability  to  pay dividends if
sufficient  earnings  become  available.

(d)  To  date  the  Registrant  has  not  had  sufficient  earnings  to  permit
consideration  of  the  payment  of  dividends.

Item  6.     Selected  Financial  Data
<TABLE>
<CAPTION>

                          Years  Ended  December  31,
                  1998     1997      1996      1995       1994
<S>             <C>      <C>       <C>       <C>       <C>
Revenues        $28,311  $24,498   $21,297    $9,339   $13,348

Net  Loss       $30,681  $31,828   $39,963   $30,728   $43,793

Loss per share  $.00367  $.00376   $.00472   $.00368   $.00530

Total  Assets  $324,838 $313,485  $304,488  $311,826  $320,712

Long-Term
Obligations           0        0          0        0         0

Cash  Dividend
Declared  per  
share.                0        0          0        0         0

</TABLE>




DOCUMENT PAGE: 6 of 30
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998


Item  7.     Management's  Discussion  and  Analysis  of Financial Condition and
Result  of  Operations

All  of  the  Registrant's lode properties are still in development stages.  The
management has full control of all of the lode properties, and intends to resume
lode  operations  as soon as a competent and adequately financed operator can be
located.  Management has entered into discussions with prospective companies for
lease of the lode operations; however, no lease has yet been signed for the lode
operations.  The  location  of  the  mining claims, together with the permafrost
found  throughout  the  district,  substantially  increases  the  mining  costs.

The  management  is  actively seeking joint venturer mining companies capable of
developing  the  lode  operations.

There  is  a  small portion of the property next to the millsite, which has been
identified  by the state as requiring cleanup. The estimated cost for cleanup is
$20,000.00-30,000.00,  and registrant is waiting until lode operations resume to
perform  the  cleanup.  Registrant  has  no  long  term debt, and has sufficient
current  assets  to  meet  anticipated  expenses  during  1997.

Item  8.     Financial  Statements  and  Supplementary  Data  Index to Financial
Statements

Independent  Auditors'  Report                                                 8

Balance  Sheets,  December  31,  1998  and  1997                               9

Financial  Statements  for  the  Years  Ended
December  31,  1998,  1997,  1996,  and  from
inception  (March  26,  1959)  through  December
31,  1998:

Statements  of  Operations.                                                   10

Statements  of  Cash  Flows.                                               11-12

Statement  of  Stockholders'  Equity                                       13-19

Notes  to  Financial  Statements                                           20-23

Consent of Auditors                                                           24














DOCUMENT PAGE: 7 of 30
<PAGE>






                      INDEPENDENT  AUDITORS'  REPORT




Stockholders  and  Board  of  Directors
Little  Squaw  Gold  Mining  Company
Spokane,  Washington


We  have  audited  the  accompanying  balance sheets of Little Squaw Gold Mining
Company  (a development stage company) as of December 31, 1998 and 1997, and the
related  statements of operations, cash flows, and stockholders' equity for each
of  the  three  years  in the period ended December 31, 1998, and for the period
from March 26, 1959  (inception)  through  December 31,  1998.  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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  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  our  audits  provide  a  reason-able  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Little Squaw Gold Mining
Company  as of December 31, 1998 and 1997, and the results of its operations and
its cash flows for  each  of  the  three  years in the period ended December 31,
1998, and the period  from March 26, 1959 (inception) through December 31, 1998,
in conformity with  generally  accepted  accounting  principles.



/S/ LeMASTER  &  DANIELS  PLLC
Certified  Public  Accountants



Spokane,  Washington
March  10,  1999











DOCUMENT PAGE: 8 of 30
<PAGE>
LITTLE  SQUAW  GOLD  MINING  COMPANY
(a  development  stage  company)
<TABLE>
<CAPTION>

BALANCE SHEETS
                                                            December 31,
                                                  -------------------------------
                                                         1998           1997
                                                  ----------------  -------------
ASSETS
<C>                                               <S>               <S>
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . .  $        25,376   $    19,014
Cash investment. . . . . . . . . . . . . . . . .           10,000        10,000 
Account receivable, other. . . . . . . . . . . .              181             - 
Gold inventory . . . . . . . . . . . . . . . . .           25,281        20,471 
                                                  ----------------  ------------ 
Total current assets . . . . . . . . . . . . . .           60,838        49,485 
                                                  ----------------  ------------ 
PLANT, EQUIPMENT, AND MINING CLAIMS:
Mine buildings . . . . . . . . . . . . . . . . .           25,911        25,911 
Mining and other equipment . . . . . . . . . . .          141,692       141,692 
                                                  ----------------  ------------ 
                                                          167,603       167,603
Less accumulated depreciation. . . . . . . . . .          167,603       167,603 
                                                  ----------------  ------------ 
                                                                -             -
Mining claims. . . . . . . . . . . . . . . . . .          264,000       264,000 
                                                  ----------------  ------------ 
                                                          264,000      264,000
                                                  ----------------  ------------
                                                  $       324,838   $   313,485
                                                  ================  ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable, related party. . . . . . . . .  $        20,759   $    20,060 
Accrued payroll. . . . . . . . . . . . . . . . .          186,250       147,850 
Accrued and withheld payroll taxes . . . . . . .           14,029        11,094 
Other accrued expense. . . . . . . . . . . . . .           20,000        20,000 
                                                  ----------------  ------------  
Total current liabilities. . . . . . . . . . . .          241,038       199,004 
                                                  ----------------  ------------  
CONTINGENCY                                                     -             -
STOCKHOLDERS' EQUITY:
Common stock--12,000,000 shares, $.10 par value,
authorized; 8,468,506 shares issued. . . . . . .          846,850       846,850 
Additional paid-in capital . . . . . . . . . . .          351,237       351,237 
Deficit accumulated during the development stage       (1,106,113)   (1,075,432)
                                                  ----------------  ------------  
                                                           91,974       122,655
Less treasury stock, 117,103 shares, at cost . .            8,174         8,174 
                                                  ----------------  ------------  
Total stockholders' equity . . . . . . . . . . .           83,800       114,481 
                                                  ----------------  ------------   
                                                      $   324,838   $   313,485
                                                  ================  ============
</TABLE>
See  accompanying  notes  to  financial  statements.

DOCUMENT PAGE: 9 of 30
<PAGE>
LITTLE  SQUAW  GOLD  MINING  COMPANY

(a  development  stage  company)

STATEMENTS  OF  OPERATIONS

<TABLE>
<CAPTION>

                                                                       From Inception
                                                                      (March 26, 1959)
                                        Years Ended December 31,           Through
                                       ----------------------------      December 31,
                                        1998        1997     1996            1998
                                       ---------  --------  -------  ------------------
<C>                                    <S>        <S>       <S>      <S>
REVENUES:

Royalties, net. . . . . . . . . . . .  $ 4,811   $  2,016  $17,806  $          398,163
Management fees . . . . . . . . . . .        -          -        -               4,500
Stock transfer fees . . . . . . . . .        -          -        -              16,586
Interest income . . . . . . . . . . .    1,000          -        -              25,341
Gold sales and sundry . . . . . . . .        -          -        -               7,642
Lease and rental. . . . . . . . . . .   22,500     22,482    3,491              99,330
                                       ---------  --------  -------  ------------------

                                        28,311     24,498   21,297             551,562
                                       ---------  --------  -------  ------------------

EXPENSES:

Management fees and salaries. . . . .   38,400     32,150   38,400             801,757
Directors' fees . . . . . . . . . . .        -          -        -              63,775
Professional services . . . . . . . .    7,330     11,579    5,854             253,228
Telephone . . . . . . . . . . . . . .      408        353      357              23,947
Interest. . . . . . . . . . . . . . .        -          -        -              35,986
Office and other rent . . . . . . . .    3,048      3,012    2,904              54,027
Office supplies and expense . . . . .    1,806      1,586    2,390             125,986
Taxes, payroll and other. . . . . . .    3,538      3,523    4,394              81,698
Travel and meetings . . . . . . . . .      897        495    2,260              57,614
Depreciation. . . . . . . . . . . . .        -          -        -               5,248
Reclamation and miscellaneous . . . .    3,565      3,628    4,701              71,071
Loss on partnership venture . . . . .        -          -        -              53,402
Equipment repairs . . . . . . . . . .        -          -        -              25,170
Royalties . . . . . . . . . . . . . .        -          -        -               1,381
Insurance . . . . . . . . . . . . . .        -          -        -               1,157
Amortization of organization costs. .        -          -        -                 483
Contract labor, supplies, and freight        -          -        -               1,745
                                       ---------  --------  -------  ------------------
                                        58,992     56,326   61,260           1,657,675
                                       ---------  --------  -------  ------------------

NET LOSS. . . . . . . . . . . . . . .  $30,681    $ 31,828  $39,963  $        1,106,113
                                       =========  ========  =======  ==================

Loss per share of stock outstanding .  $.00367    $ .00376  $.00472
                                       =========  ========  =======
</TABLE>



See  accompanying  notes  to  financial  statements.

DOCUMENT PAGE: 10 of 30
<PAGE>
LITTLE  SQUAW  GOLD  MINING  COMPANY
(a  development  stage  company)


STATEMENTS  OF  CASH  FLOWS

<TABLE>
<CAPTION>
                                                                From Inception
                                                                      
  (March 26, 1959)
                                        Years Ended December 31,             Through
                                       -------------------------------     December 31,
                                          1998        1997      1996          1998
                                       ----------  ---------  --------  ----------------
<C>                                    <S>         <S>        <S>       <S>
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . $(30,681)  $(31,828)  $(39,963)  $   (1,106,113)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization . . . . .        -          -          -            5,733 
Stock and options issued for
salaries and fees . . . . . . . . . . .        -     (6,250)         -          184,782 
(Increase) decrease in current assets:
Accounts receivable . . . . . . . . . .     (181)       285     10,215             (181)
Inventory . . . . . . . . . . . . . . .   (4,810)    (2,016)   (17,807)         (25,281)
Increase in current liabilities:
Accounts payable. . . . . . . . . . . .      699      6,224      1,171           20,759 
Accrued payroll . . . . . . . . . . . .   38,400     38,400     28,750          186,250 
Accrued and withheld
payroll taxes . . . . . . . . . . . . .    2,935      2,451      2,704           14,029 
Other accrued expense . . . . . . . . .        -          -          -           20,000 
                                       ----------  ---------  --------  ----------------
Net cash provided by
(used in) operating
activities. . . . . . . . . . . . . . .    6,362      7,266    (14,930)        (700,022) 
                                       ----------  ---------  --------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts attributable to unrecovered
promotional, exploratory, and
development costs . . . . . . . . . . .        -          -      4,009          626,942 
Sale of equipment . . . . . . . . . . .        -          -          -           60,000 
Investment in certificates of deposit .        -    (10,000)         -          (10,000)
Additions to plant, equipment, and
unrecovered promotional,
exploratory, and development costs. . .        -          -          -         (343,368) 
                                       ----------  ---------  --------  ----------------
Net cash provided by
(used in) investing
activities. . . . . . . . . . . . . . .        -    (10,000)     4,009          333,574 
                                       ----------  ---------  --------  ----------------

</TABLE>








See  accompanying  notes  to  financial  statements.

DOCUMENT PAGE: 11 of 30
<PAGE>
LITTLE  SQUAW  GOLD  MINING  COMPANY
(a  development  stage  company)

STATEMENTS  OF  CASH  FLOWS (Continued)
<TABLE>
<CAPTION>
                                                                         From Inception
                                                                        (March 26, 1959)
                                        Years Ended December 31,             Through
                                       -------------------------------     December 31,
                                          1998        1997      1996          1998
                                       ----------  ---------  --------  ----------------
<C>                                    <S>         <S>        <S>       <S>
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock. . . . . . . .        -          -          -          400,481 
Acquisition of treasury stock . . . . .        -          -          -           (8,174)
Organizational costs. . . . . . . . . .        -          -          -             (483) 
                                       ----------  ---------  --------  ----------------
Net cash provided by
financing activities. . . . . . . . . .        -          -          -          391,824 
                                       ----------  ---------  --------  ----------------
NET INCREASE (DECREASE) IN CASH . . . .    6,362     (2,734)   (10,921)          25,376 

CASH, BEGINNING OF YEAR/PERIOD. . . . .   19,014     21,748     32,669                - 
                                       ----------  ---------  --------  ----------------


CASH, END OF YEAR/PERIOD. . . . . . . .$  25,376   $ 19,014   $ 21,748   $       25,376 
                                       ==========  =========  =========  ===============
</TABLE>































See  accompanying  notes  to  financial  statements.

DOCUMENT PAGE: 12 of 30


<PAGE>

*Begin Landscape Page Orientation And 9pt Type Size*
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity
From Inception (March 26, 1959) through December 31, 1998

<TABLE>
                                                                                                  Deficit
                    Shares Issued for     Basis of                  Common Stock                  Accumulated
                  ______________________  Assignment of Amount  ____________________  Additional  During the   Trea-
                        Noncash           for Noncash                                 Paid-in     Development   sury 
Year  Transaction Cash  Consideration     Consideration         Shares     Par Value  Capital     Stage        Stock     Total
____  ___________ ____  ________________  ____________________  _________  _________  __________  ___________  ________  _________
<C>   <C>         <C>   <C>               <C>                   <S>        <S>        <S>         <S>          <S>       <S>
1959  Issuance of
        shares      X   )                 )                       441,300  $  44,130  $     -     $      -     $   -     $    -   
      Net loss                                                        -          -          -           (428)      -       43,702
1960  Issuance of
        shares      X   )                 )                       443,780     43,378        -            -         -          -
      Net loss                                                        -          -          -           (769)      -       86,311
1961  Issuance of
         shares     X   )                 )                       306,620     30,662        -            -         -          -
      Issuance of
         shares     X   )                 )                        25,010      2,501      5,002          -         -          -
      Net loss                                                        -          -          -        (12,642)             111,834
1962  Issuance of
         shares     X   )                 )                       111,239     11,124        -            -         -          -
      Issuance of
         shares     X   )                 )                       248,870     24,887     49,773          -         -          -
      Issuance of
          shares        )Mining leases    )Par value of 
                        )                 ) stock issued          600,000     60,000        -            -         -          -
      Net loss                                                        -          -          -         (5,078)             252,540
1963  Issuance of
          shares    X   )                 )                       223,061     22,306        -            -         -          -
      Issuance of
          shares    X   )                 )                        27,000      2,700      5,400          -         -          -
      Sale of option    )                 )                           -          -          110          -         -          -
      Net loss                                                        -          -          -         (5,995)      -      277,061
1964  Net loss                                                        -          -          -         (8,913)      -      268,148
1965  Issuance of
           shares   X   )                 )                        19,167      1,917      3,833          -         -          -
      Issuance of
            shares      )Salaries         )Price per share issued
                        )                 ) for cash during period 19,980      1,998      3,996          -         -          -
      Net loss                                                        -          -          -         (9,239)             270,653

(continued next page)
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 13 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
                                                                                                  Deficit
                    Shares Issued for     Basis of                  Common Stock                  Accumulated
                  ______________________  Assignment of Amount  ____________________  Additional  During the   Trea-
                        Noncash           for Noncash                                 Paid-in     Development   sury 
Year  Transaction Cash  Consideration     Consideration         Shares     Par Value  Capital     Stage        Stock     Total
____  ___________ ____  ________________  ____________________  _________  _________  __________  ___________  ________  _________
<C>   <C>         <C>   <C>               <C>                   <S>        <S>        <S>         <S>          <S>       <S>
1966  Issuance of
          shares    X   )                 )                       29,970   $  2,997   $     -     $      -     $   -     $    -

      Issuance of
          shares    X   )                 )                        5,200        520         520          -         -          -

      Net loss                                                       -          -           -         (7,119)      -      267,571
1967  Issuance of
          shares    X   )                 )                        3,700        370         740          -         -          -
      Issuance of
          shares        )Engineering and  )Par value of
                        ) management fees ) stock issued          24,420      2,442         -            -         -          -
      Issuance of
          shares        )Auditing fees    )                        2,030        203         406          -         -          -
      Net loss                                                       -          -           -         (5,577)      -      266,155
1968  Issuance of
          shares    X   )                 )                       64,856      6,486      12,971          -         -          -
      Issuance of
          shares        )Salaries         )Price per share        19,980      1,998       3,996          -         -          -
      Issuance of       )                 ) issued for cash
          shares        )Directors' fees  ) during period         30,000      3,000       6,000          -         -          -
      Net loss                                                       -          -           -         (7,322)      -      293,284
1969  Issuance of
          shares    X                                             12,760      1,276       2,552          -         -          -
      Issuance of
          shares    X                                            338,040     33,804      85,432          -         -          -
      Issuance of
          shares        )Salaries         )Approximate price 
                        )                 ) per share             24,000      2,400       4,800          -         -          -
      Issuance of
          shares        )Consideration for)issued for cash 
                        ) co-signatures   )during period          50,004      5,000      10,001          -         -          -
      Net income                                                     -          -           -          2,272       -      440,821
(continued next page)
</TABLE>
See accompanying notes to financial statements.


DOCUMENT PAGE: 14 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
                                                                                                  Deficit
                    Shares Issued for     Basis of                  Common Stock                  Accumulated
                  ______________________  Assignment of Amount  ____________________  Additional  During the   Trea-
                        Noncash           for Noncash                                 Paid-in     Development   sury 
Year  Transaction Cash  Consideration     Consideration         Shares     Par Value  Capital     Stage        Stock     Total
____  ___________ ____  ________________  ____________________  _________  _________  __________  ___________  ________  _________
<C>   <C>         <C>   <C>               <C>                   <S>        <S>        <S>         <S>          <S>       <S>
1970  Issuance of
          shares    X   )                 )                        1,000   $    100   $     400   $      -     $   -     $    -
      Issuance of
          shares        )Salaries         )Price per share 
                        )                 ) issued for cash in
                        )                 ) prior period           1,500        150         300          -         -          -
      Issuance of
          shares        )Salaries         )Price per share 
                        )                 ) issued for cash in 
                        )                 ) current period           444         44         178          -         -          -
      Net loss                                                       -          -           -         (8,880)      -      433,113
1971  Issuance of
          shares    X                                             13,000      1,300       1,500          -         -          -
      Issuance of
          shares        )Purchase of      )
                        ) assets of       )
                        ) Chandalar Mining)Par value of stock
                        ) & Milling Co.   ) issued               336,003     33,600         -            -         -          -
      Net loss                                                       -          -           -         (2,270)      -      467,243
1972  Issuance of
          shares        )Purchase of      )
                        ) assets of       )
                        ) Chandalar Mining)Par value of stock
                        ) & Milling Co.   ) issued               413,997    41,400          -            -         -          -
     Issuance of
          shares        )Additional       )
                        ) exploratory and )
                        ) development costs)
                        ) through payment )
                        ) of Chandalar    )
                        ) Mining & Milling)Dollar value of
                        ) Co. liabilities ) liabilities paid      55,657     5,566       15,805          -         -          -
(continued next page)
</TABLE>

See accompanying notes to financial statements.


DOCUMENT PAGE: 15 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
                                                                                                   Deficit
                     Shares Issued for     Basis of                  Common Stock                  Accumulated
                   ______________________  Assignment of Amount  ____________________  Additional  During the   Trea-
                         Noncash           for Noncash                                 Paid-in     Development   sury 
Year  Transaction  Cash  Consideration     Consideration         Shares     Par Value  Capital     Stage        Stock     Total
____  ___________  ____  ________________  ____________________  _________  _________  __________  ___________  ________  _________
<C>   <C>          <C>   <C>               <C>                   <S>        <S>        <S>         <S>          <S>       <S>
      Receipt of  )                                                         $          $           $            $         $
      Treasury    )
      stock in    )
      satisfaction)
      of accounts )
      receivable  )
      and invest- )
      ment in Chan-)
      dalar Mining)
      & Milling Co)                                               (125,688)   (12,569)       (977)            -    (13,546)       -
      Issuance of
         shares          )Mining claims  )Par value of stock 
                         )               ) issued                2,240,000    224,000                        -     13,527        -
      Net loss                                                         -          -           -          (65,175)     -      675,274
1973  Net loss                                                         -          -           -          (16,161)     -      659,113
1974  Net loss                                                         -          -           -          (13,365)     -      645,748
1975  Net loss                                                         -          -           -          (15,439)     -      630,309
1976  Net loss                                                         -          -           -           (5,845)     -      624,464
1977  Issuance of
         shares          )Purchase of    )
                         )assets of      )
                         )Mikado Gold    )Par value of stock
                         )Mines          ) issued                1,100,100    110,010         -              -        -          -
      Net loss                                                                                         (15,822)     -      718,652
1978  Issuance of
         shares          )Mining claims  )Par value of stock 
      Issuance of        )               )issued                   400,000     40,000         -              -        -          -
         shares          )Directors' fees)                          40,000      4,000       3,200            -        -          -
      Issuance of
         shares          )Management fees,)
                         )notes payable, )
                         )and accrued    )Approximate market
                         )interest       )price per share          109,524     10,952       8,762            -        -          -
      Net loss                                                         -          -           -           (39,144)    -      746,422
(continued next page)
</TABLE>
See accompanying notes to financial statements.

DOCUMENT PAGE: 16 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
                                                                                                   Deficit
                     Shares Issued for     Basis of                  Common Stock                  Accumulated
                   ______________________  Assignment of Amount  ____________________  Additional  During the   Trea-
                         Noncash           for Noncash                                 Paid-in     Development   sury 
Year  Transaction  Cash  Consideration     Consideration         Shares     Par Value  Capital     Stage        Stock     Total
____  ___________  ____  ________________  ____________________  _________  _________  __________  ___________  ________  _________
<C>   <C>          <C>   <C>               <C>                   <S>        <S>        <S>         <S>          <S>       <S>
1979  Net loss                                                         -    $    -     $    -      $    (18,388)$   -     $728,034
1980  Net loss                                                         -         -          -           (34,025)    -      694,009
1981  Net loss                                                         -         -          -           (32,107)    -      661,902
1982  Issuance of
         shares          )Directors' fees  )Approximate market 
                         )                 ) price per share        40,000     4,000     20,000             -       -          -
      Net loss                                                         -          -          -           (70,165)    -      615,737
1983  Net loss                                                         -          -          -           (10,416)    -      605,321
1984  Net loss                                                         -          -          -           (63,030)    -      542,291
1985  Issuance of
         shares          )Directors' fees  )Approximate market 
                         )                 ) price per share        40,000      4,000     12,000             -       -          -
      Net loss                                                         -          -          -           (78,829)    -      479,462
1986  Issuance of
         shares    X                                                44,444      4,444      5,556             -       -          -
      Net loss                                                         -          -          -           (32,681)    -      456,781
1987  Issuance of
         shares          )Officer salary   )                       166,000     16,600     18,500             -       -          -
      Issuance of        )                 )Approximate
         stock option    )Legal fees       ) market price per          -          -       12,360             -       -          -
      Issuable shares    )Directors' fees  ) share                     -          -        4,095             -       -          -
      Issuance of 
         stock option    )Equipment        )Value of equipment         -          -       60,000             -       -          -
      Net loss                                                         -          -          -           (48,057)    -      520,279
1988  Issuance of 
          shares         )Officer salary   )Approximate            194,444     19,444     (1,944)            -       -          -

      Issuance of        )                 ) market 
          stock option   )Legal fees       ) price per                 -          -        6,200             -       -          -
      Issuable shares    )Directors' fees  ) per share                 -          -        1,080             -       -          -
      Issuance of        )Settlement of 
           shares        ) stock option    )Approximate market 
                                           ) price when option
                                           ) was granted            58,860     5,886     (5,886)            -       -          -
(continued next page)
</TABLE>
See accompanying notes to financial statements.


DOCUMENT PAGE: 17 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
                                                                                                   Deficit
                     Shares Issued for     Basis of                  Common Stock                  Accumulated
                   ______________________  Assignment of Amount  ____________________  Additional  During the   Trea-
                         Noncash           for Noncash                                 Paid-in     Development   sury 
Year  Transaction  Cash  Consideration     Consideration         Shares     Par Value  Capital     Stage        Stock     Total
____  ___________  ____  ________________  ____________________  _________  _________  __________  ___________  ________  _________
<C>   <C>          <C>   <C>               <C>                   <S>        <S>        <S>         <S>          <S>       <S>
1988  Issuance of                                                           $          $           $            $         $
(cont)  shares           )Settlement of    )
                         )stock right      )Approximate market 
                         )                 ) price when right
                         )                 ) was granted           19,500      1,950      (1,950)          -         -         -
      Net loss                                                        -          -           -         (46,961)      -     498,098
1989  Issuance of
          shares         )Settlement of    )
                         ) stock option    )Approximate market 
                         )                 ) price when option
                         )                 ) was granted           68,888      6,889      (6,889)          -         -         -
      Issuance of
          shares         )Settlement of    )
                         ) stock right     )Approximate market 
                         )                 ) price when right
                         )                 ) was granted           12,000      1,200      (1,200)          -        -          -
      Net loss                                                        -          -           -         (59,008)     -      439,090
1990  Net loss                                                        -          -           -         (37,651)     -      401,439
1991  Issuance of 
          shares         )Directors' fees  )Approximate market 
                         )                 ) price per share      24,000       2,400         -             -        -          -
      Purchase of 
          20,000
          treasury 
          shares      X                                              -           -           -             -     (1,500)   360,164
      Net loss                                                       -           -           -         (42,175)     -          -

1992  Purchase of 
          32,000
          treasury 
          shares      X                                              -           -           -             -     (1,680)       -
      Net loss                                                       -           -           -         (41,705)     -          -
1993  Net loss                                                       -           -           -         (71,011)     -          -

(continued next page)
</TABLE>

See accompanying notes to financial statements.
DOCUMENT PAGE: 18 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
                                                                                                   Deficit
                     Shares Issued for     Basis of                  Common Stock                  Accumulated
                   ______________________  Assignment of Amount  ____________________  Additional  During the   Trea-
                         Noncash           for Noncash                                 Paid-in     Development   sury 
Year  Transaction  Cash  Consideration     Consideration         Shares     Par Value  Capital     Stage        Stock     Total
____  ___________  ____  ________________  ____________________  _________  _________  __________  ___________  ________  _________
<C>   <C>          <C>   <C>               <C>                   <S>        <S>        <S>         <S>          <S>       <S>
1994  Issuance of                                                           $          $           $            $         $
         stock           )Officer compen-  )Approximate market
         option          ) sation          ) price per share           -         -         6,250           -         -         -
      Net loss                                                         -         -           -         (43,793)      -         -
                                                                 _________  _________  __________  ___________  ________  _________
Balances, 
December 31, 1994                                                8,314,660   831,465     352,872      (972,913)  (3,199)    208,225

1995  Issuance of
          shares         )Officer compen-  )Approximate market
                         ) sation          )price per share        153,846    15,385       4,615           -        -           -
      Purchase of
          65,000
          treasury 
          shares     X                                                 -          -          -             -     (4,975)        -
      Net loss                                                         -          -          -         (30,728)     -           -
                                                                 _________  _________  __________  ___________  ________  _________
Balances, 
December 31, 1995                                                8,468,506   846,850     357,487    (1,003,641)  (8,174)    192,522
1996  Net loss                                                         -         -           -         (39,963)     -           -
                                                                 _________  _________  __________  ___________  ________  _________
Balances, 
December 31, 1996                                                8,468,506   846,850     357,487    (1,043,604)  (8,174)    152,559

1997  Expiration of 
         stock option                                                  -         -        (6,250)          -        -        (6,250)
      Net loss                                                         -         -           -         (31,828)     -       (31,828)
                                                                 _________  _________  __________  ___________  ________  _________
Balances, 
December 31, 1997                                                8,468,506  $846,850   $ 351,237   $(1,075,432) $(8,174)  $(114,481)
1998  Net loss                                                         -         -            -        (30,681)     -       (30,681)
                                                                 _________  _________  __________  ___________  ________  _________
Balances, 
December 31, 1998                                                8,468,506  $846,850   $ 351,237   $(1,106,113) $(8,174)  $  83,800
                                                                 =========  =========  ==========  ===========  ========  =========
</TABLE>
*End Landscape Page Orientation And 9pt Type Size*
See accompanying notes to financial statements.
DOCUMENT PAGE: 19 of 30
<PAGE>

LITTLE  SQUAW  GOLD  MINING  COMPANY
(a  development  stage  company)

NOTES TO FINANCIAL STATEMENTS

NOTE  1  --  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

Nature  of  Operations:

The  Company  owns  various  patented  and  unpatented  mining claims in Alaska.
Placer  mining  of  certain  claims  is  performed  by a lessee.  The Company is
considered  to  be  a development stage company, as only nominal operations have
occurred  to  date.  Planned principal operations include lode mining of claims.

Gold  Inventory:

Such  asset, representing a mineral royalty received from a placer mining lease,
is  stated  at  net realizable market value.  Inventory market value adjustments
are  included  in  royalty  income.

Plant,  Equipment,  and  Accumulated  Depreciation:

Such  assets  are  based  at cost--cost determined by cash, cash items, or value
received for shares of the Company's common stock issued therefor.  The mine and
mill buildings and  equipment are located on Company-owned mining claims located
in  the Chandalar Mining District of Alaska.  A small amount of office equipment
is  located  at  Company  offices  in  Spokane,  Washington.

Depreciation  provisions  ($-0-  in  1998, $-0- in 1997, and $1,114 in 1996) are
based  on  the  straight-line  method  over  5-  to  25-year periods.  The total
depreciation provision  for the year 1996 was added to unrecovered  promotional,
exploratory,  and  development  costs.

Unrecovered  Promotional,  Exploratory,  and  Development  Costs:

Such  unrecovered  costs  for  construction  of  roads, airplane landing strips,
development  and  exploration  expenditures  on  the  mining claims, and certain
mining  lease  costs less certain cost recoveries (principally placer lease fees
received)  are  based  on  cash  expenditures and shares of the Company's common
stock  issued  in  payment  of  incurred and dollar-valued liabilities.  Through
December  31,  1998  and  1997,  shares  of  common  stock previously issued for
unrecovered   costs  totalled  1,162,122 shares with a dollar value of $138,323.

As  only nominal amounts of gold ore have been mined and sold by the Company and
its  lessees  over  the  term  of the Company's existence, amortization  of such
costs  has  not  been  provided  pending  the  evolution of the Company from the
exploratory  and  development  stage to the  production stage.   Certain nominal
amounts  of  net  royalties  and equipment rentals received have been treated as
noncapitalized  receipts.

Mining  Claims:

In  April  1978,  the  Company  acquired  certain patented and unpatented mining
claims  located in the Chandalar Mining District from a partnership, a member of
which  is  an   officer/stockholder  of  the   Company.   In  exchange  for  the
mining  claims,  the  Company  issued  400,000 shares of its previously unissued
shares.  A  2  percent  gross royalty interest was retained by the partner-ship.
Management  assigned  a value of $40,000 to the claims which is equal to the par
value of the common stock issued.  Any other basis for assign-ing values was not
determinable.

DOCUMENT PAGE: 20 of 30
<PAGE>
LITTLE  SQUAW  GOLD  MINING  COMPANY
(a  development  stage  company)

NOTES TO FINANCIAL STATEMENTS

NOTE  1  --  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES: (Continued)

Mining Claims (Continued)

In  May  1972,  the Company acquired from a corporation and various  individuals
certain  patented  and  unpatented mining claims located in the Chandalar Mining
District  which  were  previously  leased.  Under  the  terms of the acquisition
agreement,  the  Company  issued  2,240,000  shares  of its previously  unissued
(2,114,312)  shares and treasury (125,688) shares and transferred certain placer
mining  equipment  for  such  claims.  In 1975, effective as of January 1, 1974,
management  assigned a value of $224,000 to the claims which is equal to the par
value of the common stock issued.  Any other basis for assign-ing values was not
determinable.

Deficit  Accumulated  During  the  Development  Stage:

Such  net  expenditures,  which have not been capitalized, relate to  management
fees  and  officers'  salaries,  office  expenses, general legal and accounting,
stock  transfer  costs,  certain  nominal amounts of net royalties and equipment
rentals,  and  loss  on  an  investment  in  a  limited  partner-ship.

Estimates:

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain reported amounts and disclosures.  Significant estimates used in
preparing  these  financial  statements  include those assumed in estimating the
recoverability  of  the  cost  of  mining claims, accrued reclamation costs, and
deferred  tax  assets  and  related  valuation  allowance.  Actual results could
differ  from  those  estimates.
NOTE  1  --  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued):

Federal  and  Alaska  Income  Taxes:

Income  tax  is  provided  for  the  tax effects of transactions reported in the
financial statements and consists of tax currently due plus deferred tax related
to  differences  between  the  basis of assets and liabilities for financial and
income  tax  reporting.  The  Company,  for  financial  statement  purposes, has
reduced  unrecovered  exploratory  and  development costs by the excess of lease
income  over  depreciation  and  sundry  direct   mine  costs.  For  income  tax
purposes,  such  items  have  been treated as income and expense.  Also, accrued
officers'  compensation  is  not  deductible for income tax purposes until paid.
Deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and  liabilities  are  recovered or settled.  A deferred tax asset, subject to a
valuation allowance, is also recognized for tax-basis net operating losses being
carried  forward.  See  note  6.

Loss  Per  Share:

Such  amounts  are  computed  based  on  the  weighted  average number of shares
outstanding   during    the   years   (8,351,403  in  1998,  1997,   and  1996).
Antidilutive stock option shares in 1996 are excluded from the computation.



DOCUMENT PAGE: 21 of 30
<PAGE>
LITTLE  SQUAW  GOLD  MINING  COMPANY
(a  development  stage  company)

NOTES TO FINANCIAL STATEMENTS

NOTE  2  --  LEASE  OF  MINING  CLAIMS,  MINE AND MILL BUILDINGS, AND EQUIPMENT:

Placer  Mining  Leases:

In  October  1989, the Company entered into a placer mining lease with Gold Dust
Mines,  Inc.  (Gold  Dust)  covering  placer  mining  rights  on  certain of the
Company's mining claims on three creek drainages.  The lease provides for annual
lease  payments  totalling  $22,500  for  ten  years,  with a forty-year renewal
option.  In  addition  to  the  lease  payments, Gold Dust pays the Company an 8
percent  royalty  from  placer  gold production.  Gold Dust may terminate,  with
advance  notice, its lease rights on any or all of the claims.  In May 1990, the
Company  entered  into an addendum to the lease extending the lease to cover the
remaining  two  placer  drainages  under  the  same  terms and conditions of the
original lease.  Beginning in 1996, Gold Dust's placer mining was limited to one
creek drainage.  Accordingly, the 1996 lease fee was $7,500, of which $4,009 was
reflected  as  a  cost  recovery  of  unrecovered  promotional, exploratory, and
development  costs  (see note 1), and the remaining $3,491 was reported as lease
income  in the 1996 statement of operations.  Lease fees of $7,500 for both 1997
and  1998  have  been  reported as lease income in the statements of operations.

During  1997,  the  Company also entered into a similar placer mining lease with
Day  Creek  Mining Co.  The lease fee received from this lessee totalled $14,982
for  1997  and  $15,000  for  1998,  which  are  reported as lease income in the
statements  of  operations.

NOTE  3  --  RELATED  PARTIES:

Included  in  expenses  for  the  years presented are legal fees for services as
corporate  counsel  by Hollis H. Barnett, a stockholder, director, and secretary
of  the  Company.

Legal  fees of Mr. Barnett charged to expense totalled $1,525 in 1998, $5,884 in
1997, and $504 in 1996.  Accounts payable for unpaid legal fees totalled $20,577
and  $19,052  at  December  31,  1998  and  1997,  respectively.

NOTE  4  --  COMMON  STOCK:

The  Company's  former  president was granted an option to acquire up to 250,000
restricted  shares  of  the  Company's common stock during the three-year period
beginning  June  1,  1994.  The  option  was  not exercised by June 1, 1997, and
expired.  Previously accrued stock option compensation of $6,250 was reversed as
a  reduction  in  management  fees  and  expenses  in  1997.

NOTE  5  --  RECLAMATION  COSTS:

The  Company  has  accrued  a liability of $20,000 as an estimated total cost of
reclamation  at  December  31,  1998  and  1997.  This  cost relates to remedial
actions at a single location to clean up ground contamination as required by the
State  of  Alaska.  An  outside  consultant  has estimated the clean-up costs at
$20,000  to  $30,000.






DOCUMENT PAGE: 22 of 30
<PAGE>
LITTLE  SQUAW  GOLD  MINING  COMPANY
(a  development  stage  company)

NOTES TO FINANCIAL STATEMENTS

NOTE  6  --  INCOME  TAXES:

At  December  31,  1998 and 1997, the Company had deferred tax assets which were
fully  reserved  by valuation allowances.  Following are  the components of such
assets  and  allowances:
<TABLE>
<CAPTION>
                                                            December 31,
                                                        1998           1997
                                                   --------------  -------------
<S>                                                <C>             <C>
Deferred tax assets arising from:

Unrecovered promotional, exploratory, and
development costs                                  $      56,000   $     56,000 
Accrued compensation                                      27,000         22,000 
Net operating loss carryforwards                          42,000         42,000 
                                                   --------------  -------------
                                                         125,000        120,000 
                                                   --------------  -------------
Less valuation allowance                                (125,000)      (120,000) 
                                                   --------------  -------------
Net deferred tax assets                            $           -   $          -
                                                   ==============  =============

</TABLE>

At  December  31,  1998,  the  Company  had federal tax-basis net operating loss
carryforwards  totalling  approximately  $270,000  which  will expire in various
amounts  from  1999  through  2018.  Changes in the deferred tax asset valuation
allowance  for  1998,  1997,  and  1996  relate only to corresponding changes in
deferred  tax  assets  for  those  years.























DOCUMENT PAGE: 23 of 30
<PAGE>









CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Little Squaw Gold Mining Company
Spokane, Washington

We  hereby  consent to  the use  of our  opinion, dated  March 10, 1999,  on the
financial statements of Little Squaw Gold Mining Company as of December 31, 1998
and 1997, and for the years ended December 31, 1998, 1997, and 1996, and for the
period ended from March 26, 1959  (inception) through December 31, 1998,  in the
Company's Form 10-K for the year ended December 31, 1998.

/s/LeMaster & Daniels, PLLC

Certified Public Accountants



Spokane, Washington
March 10, 1999












(This space left blank intentionally)




















DOCUMENT PAGE: 24 of 31
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

Item  9.     Disagreements  on  Accounting  and  Financial  Disclosure

There has been no change in accountants for over 10 years and there have been no
disagreements  regarding  any  matter  or  accounting principles or practices or
financial  statement  disclosures.


     PART  III

Item  10.     Directors  and  Executive  Officers

(a)  Identification  of  Directors
<TABLE>
<CAPTION>
Name  (age)             Position  and  Offices
of  Director            Held  (Year  First  Elected)    Principal Occupation
<S>                     <C>                             <C>
Eskil  Anderson (85)    President  &  Director          Consulting  Geologist 
                        (1972)                          Spokane, Washington

Stewart  A.  Jackson    Vice  President
PH.D.                   and  Director  (October     Mining  Geologist
(57)                    1993)                       Littleton,  Colorado

Leonard  C.  Havlis     Director                   Computer  Programmer
(70)                    1972                       Seattle  School  Dist.
                                                   Seattle,  Washington

Ellamae  Anderson       Director                   Graduate  Gemologist  
(76)                    October,  1986             and  Gem  Appraiser
                                                   Spokane,  Washington

Hollis  H.  Barnett     Secretary  and  Director   Attorney  at  Law
(59)                    October,  1986             Campbell,  Dille, & Barnett
                                                   Puyallup,  Washington
</TABLE>

There are no arrangements or understandings between any of the foregoing persons
and  any  other person or persons pursuant to which any of the foregoing persons
were  named  as  Directors.

(b)  Identification  of  Executive  Officers

<TABLE>
Name  of  Officer          Age                Office  Held
<S>                        <C>                <C>
Eskil  Anderson            85                 President

Stewart  A.  Jackson       57                 Vice  President

Hollis  H.  Barnett        59                 Secretary
</TABLE>

There are no arrangements or understandings between any of the foregoing persons
and  any  other person or persons pursuant to which any of the foregoing persons
were  named  as  executive  officers.
DOCUMENT PAGE: 25 of 30
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

(c)  Not  Applicable.

(d)  Eskil  Anderson  and  Ellamae  Anderson  are  husband  and wife.  Hollis H.
Barnett is married to Eskil and Ellamae Anderson's daughter.  There are no other
"family  relationships"  as that term is defined under the instructions for Form
10-K  existing  between  any  of  the  Registrant's  executive  officers.

(e)(1)  Eskil  Anderson is an independent consulting geologist and has practiced
as  an  independent  consulting  geologist  for over 40 years.  He had served as
President  for  the  Registrant for many years and stepped down to allow Stewart
Jackson  to become President in May 1994.  In April 1996, Mr. Anderson was again
elected  President.

Hollis  H.  Barnett is a practicing attorney, having practiced law for 29 years,
and  has  served  the  Registrant as Director and Secretary since October, 1986.

Leonard C. Havlis is retired from the Seattle School District, and has served as
a  director  of  the  Registrant  since  1972.

Ellamae  Anderson  is a graduate Gemologist of the G.I.A. (Gemological Institute
of  America),  is a gem appraiser, and has a small gemological service business.
She  assisted  the  corporation  Secretary  from  1972  to  present  and was the
corporation's  transfer agent from 1972 to 1980.  She was a trustee for the N.W.
Mining Association from 1977-79 and founded and produced the first two issues of
the  annual  N.W. Mining Association Service Directory.  She has been a Director
since  October,  1986.

Stewart  A.  Jackson, Ph.D., has been a Mining Geologist for many years, and has
been  affiliated  with several mining corporations.  His office is in Littleton,
Colorado,  where  he is actively engaged in mining ventures.  Mr. Jackson serves
on  the  board  of  directors  of Monument Resources, Inc., Continental Precious
Minerals,  Inc., Jopeck Resources, LTD., and as president of Layfield Resources,
Inc.,  all  public  companies  involved in mining activities.  Mr. Jackson is an
experienced  professional with 30 years in the mineral industry, involved in the
exploration  and  development of both base and precious metal deposits in a wide
range  of  environments  for  both  large  and  small  companies.

   (2)  None  of the directors is also a director of any company with a class of
securities  registered  pursuant to Section 12 of the Exchange Act or subject to
Section  15(d)  of  the  Act,  or of any company registered under the Investment
Company  Act  of  1940  except  Stewart  A.  Jackson.

(f)  Involvement  in  Certain  Legal  Proceedings:  None

(g)  Promoters  and  Control  Person:  Not  Applicable

Item  11.     Executive  Compensation

A  summary  of  cash  and  other compensation for the Company's president (chief
executive  officer)  for  the  first  three  most  recent  years  as  follows:






DOCUMENT PAGE: 26 of 30
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

<TABLE>
<caption
                     SUMMARY COMPENSATION TABLE
                       Annual Compensation

Name and Principal      Fiscal                        All other
Position                Year        Salary (a)        Compensation
<S>                     <C>         <C>               <C>
                        1998        $34,850              -0-
Eskil Anderson,         1997        $34,850              -0-
President               1996        $34,800              -0-

Each other executive 
officer having over
$100,000 of annual
compensation                        None                 None
</TABLE>

(a)  Salary  includes  both  cash  and  accrued  salary  for  the  year.

(b) Compensation for services for the period of May 1, 1994 to April 1, 
    1995, was paid through the issuance of 153,846 shares of authorized 
    but unissued common stock at a price of $.13 per share.

(c) For  the  period  1993-1999  there  is  accrued  salary owed to Eskil
    Anderson of $164,650; and to Ellamae Anderson for secretary services of 
    $21,600; and the sum of  $20,576.90 to Hollis  Barnett for legal services.

Item  12.     Security  Ownership  of  Certain  Beneficial Owners and Management

(a)  Security  ownership  of  certain  beneficial  owners:

(b)  Security  ownership  of  Management:

<TABLE>
<CAPTION>
Title of       Name  and  Address    Amount  and  Nature  of        Percent
Class          Beneficial  Owner     Beneficial  Ownership          of  Class
<S>            <C>                   <C>                            <C>
Common         Eskil Anderson &
               Ellamae Anderson          784,577                      9.4%
               Spokane, WA

Common         *Leonard Havlis            50,466                       .6%
               Seattle, WA

Common         Hollis H. Barnett         148,498                      1.8%
               Puyallup, WA

Common         Stewart Jackson           153,846                      1.8%
               Littleton, CO

Common         Total of all officers   1,137,387 shares              13.6%
               directors:                        of record and
                                                 beneficially
</TABLE>
*In  addition to the shares beneficially owned, Leonard C. Havlis, director, has
the  right  to  vote  an  additional 9,500 shares as custodian under the Uniform
Gifts  to  Minors  Act.

DOCUMENT PAGE: 27 of 30
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998

(c)  Changes  in  Control:

There  are no arrangements known to the Registrant the operation of which may at
a subsequent time result in the change of control of the Registrant.

Item  13.     Certain  Relationship  and  Related  Transactions

There  are no transactions or series of similar transactions since the beginning
of  Registrant's  last  fiscal  year  in which any of the directors or executive
officers,  nominees  for  election  as  a director, security holder known to the
Registrant  to be owner of record, or beneficially, or more than five percent of
any  class  of the Registrant's voting securities or any member of the immediate
family  of  any  of the foregoing persons is involved, or any currently proposed
transactions,  or series of similar transactions, to which the Registrant or any
of  its  subsidiaries  was  or  is  to  be a party, in which the amount involved
exceeds  $60,000.00


     PART  IV

Item  14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  The  following  documents  are  filed  as  a  part  of  the  report:

         1.  All  financial  statements;  see  Item  8.

         2.  There  are  no  financial  statements required to be filed by Item
             8 of this Form.

         3.  Exhibits required to be filed  by  Item  601  of  Regulation  S-K.

(b)  Reports  on  Form  8-K.  No  reports on Form 8-K have been filed during the
last  quarter  of  the  period  covered  by  this  report.

(c)  Not  Applicable.

(d)  Not  Applicable.

(e)  The company has determined it does not have a Y2K disclosure requirement.

















DOCUMENT PAGE: 28 of 30
<PAGE>

                        LITTLE SQUAW GOLD MINING COMPANY
                                   FORM 10K
                     For the Period Ended December 31, 1998


******************************************************************************
                                  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.

LITTLE SQUAW GOLD MINING COMPANY
(Registrant)

Date: March 22, 1997                     By: /s/ Eskil Anderson
                                         ____________________________________
                                         Eskil Anderson
                                         President and Director

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.

LITTLE SQUAW GOLD MINING COMPANY
(Registrant)

Date: March 22, 1999                     By: /s/ Hollis H. Barnett
                                         ____________________________________
                                         Hollis H. Barnett
                                         Secretary and Director

Date: March 22, 1999                     By: /s/ Stewart Jackson
                                         ____________________________________
                                         Stewart Jackson
                                         Director & Vice President

Date: March 22, 1999                     By: /s/ Leonard Havlis
                                         ____________________________________
                                         Leonard Havlis
                                         Director

Date: March 22, 1999                     By: /s/ Ellamae Anderson
                                         ____________________________________
                                         Ellamae Anderson
                                         Director










DOCUMENT PAGE: 29 of 30
<PAGE>