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, 1995
Commission File No. 1-3871

CALIFORNIA-ENGELS MINING COMPANY

Incorporated in the State of California
IRS Employer I.D. No. 94-0357560

117 Crescent Street
P. O. Box 778
Greenville, California 95947-0778
Telephone Number (916) 284-6191

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT

Title of Each Class - Capital Stock, par value, $0.25 per share.

Number of Shares outstanding: 761,257.6

  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, and
(2) has been subject to such filing requirements for the past 90
days.  Yes:  X      No:

  As of March 3, 1995, 761,257.6 capital shares were outstanding,
and the aggregate market value of the common shares of California-
Engels Mining Company held by nonaffiliates was approximately
$348,181.

Documents Incorporated by Reference: NONE

Filing Contains 24 Pages
<PAGE>
PART 1

ITEM 1.  BUSINESS

   Registrant was incorporated under the laws of the State of
California on July 12, 1922, under the name of California Copper
Corporation, as a holding company for the shares of Engels Copper
Mining Company which was incorporated under the laws of the State
of California on June 19, 1901.  Engels Copper Mining Company was
merged into California Copper Corporation on March 3, 1936, and the
name of the merged company was changed to California-Engels Mining
Company.  Exploration and development commenced at the Engels Mine,
Lights Creek Mining District, Plumas County, California, upon
organization of Engels Copper Mining Company; but it was not until
1914 that milling facilities were available and actual production
of copper started.  From 1914 until operations were suspended due
to the low price of copper in July, 1930, approximately 4,700,000
tons of ore were mined from the Engels and Superior mines and
milled producing 160,170,000 pounds of copper and substantial
values in gold and silver.  Out of profits of this operation, the
Registrant retired a bond issue of $500,000 and paid out more than
$1,285,000 in dividends.  During the 1930's the mining and milling
plant, Engelmine townsite and the Indian Valley Railroad subsidiary
were dismantled and sold.

   Registrant's mining properties have been continuously leased
from September, 1947, to March, 1951; from March, 1951, to
December, 1959; from November, 1960, to October, 1979; from August,
1980, to August, 1990; and from November, 1990, to April 1993.  The
lessee from 1964 to 1993 was Placer Dome U.S. Inc., San Francisco,
the U.S. Subsidiary of Placer Dome Inc., Vancouver, B.C., Canada. 
The Mining Lease With Option to Purchase dated November 1, 1990,
between the Registrant (Lessor) and Placer Dome U.S. Inc. (Lessee)
was terminated by Placer Dome U.S. Inc. effective April 20, 1993. 
Registrant has received a substantial amount of technical data on
its mining properties.  Thousands of feet of drill core from the
Superior Mine, Sulphide Ridge and the Engels Mine are stored at
Crescent Mills, California.

   During the 1960's and 1970's Placer Dome U.S. Inc. conducted an
exploration and development program on Registrant's Superior Mine,
Sulphide Ridge property and Engels Mine.  They identified two large
porphyry-type copper bearing zones and estimated that the Superior
Mine contains 72 million tons of 0.384 percent copper at a 0.2
percent cutoff, plus some silver credit; and the Sulphide Ridge
area contains an undetermined large tonnage of low-grade material
estimated to grade approximately 0.25 percent copper. The Engels
Mine is estimated to contain 6.6 million tons of 0.781 percent
copper amenable to bulk mining methods.  Other exploration targets
remain to be tested including an intensely sheared area in the
quartz monzonite southeast of the Superior Mine and north of
Superior Ridge, the Quigley Prospect; the area between the Superior
and Engels mines in the quartz monzonite near its contact with the
coarse grained granite; along the main fault zone and the
metavolcanic, quartz diorite, gabbro contact northeast of the
Engels Mine; and an indicated quartz monzonite intrusive beneath
the Engels Mine where a deep ore system could be found.  These
deposits and prospects are not deemed economically attractive under
current conditions for the mining industry in California and the
United States.

   Registrant is subject to a State of California General
Industrial Activities Storm Water Permit.  During the year,
pursuant to the Registrant's Storm Water Pollution Prevention Plan,
silt fences, catch and evaporation basins and storm records were
maintained.

   Effective February 14, 1995, Registrant reached an agreement
with Shasta Land Management Consultants, Redding California, to
prepare a Non-Industrial Timber Management Plan to allow for future
timber harvests and a Forest Management Plan to qualify for
landowner assistance programs for forest improvement programs on
Registrant's 938.12 acres on Lights Creek and 204.75 acres in
Genesee Valley.  The archaeological survey required by the plan
began in August 1994, proceeded during 1995 and will continue in
1996 by two contract archaeologists.

  Application was made to the Plumas County Planning Department
during the year for a General Plan Zone Change of 162.12 acres
along Lights Creek to Important Timber and Prime Mining.  The
change became effective February 13, 1996.


ITEM 2.  PROPERTIES

   (a)  Registrant is the fee owner of 36 patented lode mining
claims totaling 736 acres, plus 162.12 acres of other patented land
and holds eight unpatented lode mining claims totaling
approximately 160 acres by right of location.  All claims and
patented land are located at Engelmine, Lights Creek Mining
District, Plumas County, California. On August 31, 1995, Registrant
completed the purchase of 40 acres of patented land at 6000 Diamond
Mountain Road, on Lights Creek within two miles of the above
property. None of the claims or patented lands are subject to any
encumbrance.  Pursuant to the provisions of Section 314 of Public
Law 94-579 of the Federal Land Policy of 1976, all unpatented
mining claims owned by the Registrant are recorded with the Bureau
of Land Management.  A Certification of Waiver of payment of the
1995 Maintenance Fee for unpatented mining claims was filed with
the Bureau of Land Management for the assessment year ending August
31, 1995.

   (b)  The Registrant is the fee owner of 11 patented lode mining
claims totaling 204.75 acres and 184.20 acres of deeded mineral
rights in the Genesee Mining District, Plumas County, California. 
None of the patented claims and mineral rights are subject to any
encumberance.

ITEM 3.  LEGAL PROCEEDINGS

   None

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

   None

ITEM 5.  MARKET FOR THE REGISTRANT'S CAPITAL STOCK AND RELATED
SHAREHOLDER MATTERS

   (a)  Principal Markets.

   Registrant's shares of Capital Stock are traded in the over-the-
counter market and quoted in the "pink sheets" which are published
daily by the National Quotation Bureau, Inc.

<TABLE>
   The following table shows the high and low bid prices of
Registrant's Capital Shares in the Over-the-Counter Market for the
past two years:

<CAPTION>
                                High Bid           Low Bid
<S>                             <C>                <C>
1995 Market Price               $ .75              $ .50

1994 Market Price               $ .75              $ .25
</TABLE>

   (b)  Approximate number of holders of capital stock.

   The approximate numbers of holders of record of Registrant's
Capital Stock as of March 8, 1996, is 959. 

   (c)  The Registrant has never paid a dividend on its Capital
Stock because it has had an accumulated operating deficit since the
merger in 1936.  The Board of Directors of the Registrant is
endeavoring to maintain a strong liquid position so that funds are
available for the maintenance of its mining properties and
development of its timber resource.  It is not the intention of the
Registrant to pay dividends in the foreseeable future.
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
Year Ended December 31
<CAPTION>
Selected Financial Data  1995     1994     1993     1992    1991

-----------------------  ----     ----     ----     ----    ----
<S>                      <C>      <C>      <C>      <C>     <C>
Operating Revenues        25,202   22,935   23,835   43,876  21,828
Net Income (Loss)         (2,719)  (9,024)  54,455   19,534  11,149
Income (loss) from
 continuing operations
 per capital share        (.004)  (.0118)    .0715    .0257   .0147
Total Assets             355,732  338,175  354,647  301,478  78,008
Working Capital           22,830   12,032   59,876   59,081  78,395
Shareholder's Equity     355,682  329,325  336,174  281,718 262,187
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS             

   (a)  Financial condition, changes in financial condition and
results of operations.

   (1)  Liquidity and capital resources.
       
   During seventeen years, the Board of Directors of the Registrant
has endeavored to increase working capital, total assets and
shareholder's equity in the event that its lessee, Placer Dome,
U.S. Inc., terminated its Mining Lease With Option to Purchase
agreement and return the mining properties to the Registrant.  This
event occurred effective April 20, 1993.  Changes in working
capital, total assets and shareholder's equity for the past five
years are summarized as follows:
<TABLE>
<CAPTION>
Changes               1995     1994     1993     1992     1991
-------------         ----     ----     ----     ----     ----
<S>                   <C>      <C>      <C>      <C>      <C>
Working
Capital ($)            22,830   12,032   59,876   59,081   78,395
Total Assets          355,732  338,175  354,647  301,478  278,008
Shareholders Equity   355,682  329,325  336,174  281,718  262,187
</TABLE>

   The objective of the Board of Directors of the Registrant is to
maintain a strong financial position so that funds are available
for the maintenance of its mining properties and development of its
timber resource.
<PAGE>

  (2)  Results of operations.

  Registrant's principal sources of income are from interest,
dividends, capital gains, sale of rock and the sale of timber.   
there is no assurance that any of the sources of income will
continue at current rates into the future.  The termination of the
Mining Lease with Option to Purchase agreement substantially
increased Registrant's property maintenance expenses.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   Financial statements relying on Rule 3-11 of Regulation S-X
which allows the filing of unaudited statements of inactive
registrants are listed in the index to financial statements and
schedules, and are included under PART IV, Item 14, of this report.


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

   There were no disagreements on accounting and financial
disclosure matters required to be disclosed in this item.



PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
   (a)  Identification of Directors.

<CAPTION>
Directors Name        Positions            Year First   Principal
and Age               and Offices          Elected      Occupation
-------------         -----------          ----------   ---------
<S>                   <C>                  <C>          <C>
Norman A. Lamb        President            1978         Mining
(59)                  & Director                        Executive
Greenville, CA

Thomas J. Reardon     Vice President       1975         Retired
(74)                  & Director
Daly City, CA

James E. Brousseau    Secretary-Treasurer  1987         Mining
(64)                  & Director                        Executive
Vallejo, CA

Richard C. Poulton    Director             1993         Senior
(52)                                                    Account
San Mateo, CA                                           Executive
                                                        FIserv,Inc.
</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.

<TABLE>
   (b)  Identification of Executive Officers.
<CAPTION>
Name of Officer           Age          Office Held

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

<S>                       <C>          <C>
Norman A. Lamb            59           President

James E. Brousseau        64           Secretary-Treasurer
</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.

   (c)  Identification of certain significant employees.

   None

   (d)  No family relationships exist between any of the above
named directors and executive officers of the Registrant.

   (e)  Business experience.

     (1)  Norman A. Lamb is a Mining Executive and an officer and
director of several public mineral companies.  He serves the
Registrant as President, was Secretary-Treasurer until November 16,
1987, and has been a Director since 1978.

     (2)  Thomas J. Reardon is retired and formerly was a
Department Manager for Foremost Dairies.  He serves the Registrant
as Vice-president and has been a director since 1975.

     (3)  James E. Brousseau is a Mining Executive and an officer
and director of several public mineral companies.  He was elected
Secretary-Treasurer and a Director on November 16, 1987.

     (4)  Richard C. Poulton is a Senior Account Executive,
Electronic Banking Services Division, FIserv Inc.  He was elected
a Director of the Registrant on March 27, 1993.

     (5)  Leola M. Schwarz passed away on October 28, 1993, at the
age of 95.  She had served as a Director since 1976, was the mother
of Thomas J. Reardon, an officer and director of the Registrant,
and the widow of Paul W. Schwarz, an officer and director of the
Registrant from 1954 to 1978.

   (f)  Involvement in certain legal proceedings.

   There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the
evaluation of the ability and integrity of any director or
executive officer during the past five years.

   (g)  Compliance with Section 16(a) of the Exchange Act

   Registrant is not aware of any person who at any time during the
year 1995 was a director, officer or beneficial owner of more than
10 percent of Registrant's capital stock who failed to file on a
timely basis reports required by Section 16(a) during 1995 or prior
years.


ITEM 11.  Executive Compensation

<TABLE>
   (a)  Cash Compensation.

<CAPTION>
Name of individual or        Capacity      Cash Compensation
number in group
---------------------        ---------     -------------------
<S>                          <C>           <C>

Norman A. Lamb               President     $0.00

Officers and Directors
 as a group - Four persons
 including those named above.              $0.00
</TABLE>


   (b)  Compensation pursuant to plans.

   During the fiscal year, Norman A. Lamb was reimbursed for out-
of-pocket expenses and mileage.

   (c)  Other compensation.

     None

   (d)  Compensation of directors.

   During the fiscal year, directors waived a fee of $500 each for
their services as directors.

   (e)  Termination of employment and change of control
arrangement.

     None
<PAGE>

ITEM 12.  Security Ownership of Certain Beneficial Owners and
Management

   (a)  Security ownership of certain beneficial owners.

<TABLE>
   The following table shows, as of March 8, 1996, the number of
shares of Capital Stock held by every person owning of record or
known by the Registrant as owning beneficially more than five
percent of the outstanding stock:

<CAPTION>
Security Ownership of Certain Beneficial Owners

Title of Class     Name and Address    Amount and Nature   Percent
                   of Owner            of Ownership        of Class
--------------     ---------------     -----------------   -------
<S>                <C>                 <C>                 <C>
Capital Stock      Norman A. Lamb      164,113 shares      21.6%
 Par Value         P. O. Box 778       owned of record and
 $0.25/share       Greenville, CA      beneficially*
                   95947

                   Poulton Trust       50,253 shares       6.6%
                   551 West 30th Ave   owned of record
                   San Mateo, CA
                   94403

                   Thomas J. Reardon   81,620 shares       10.7%
                   162 E Market St     owned of record
                   Daly City, CA       and beneficially**
                   94403

                   State Controller    97,657.4 shares     12.8%
                   State of CA         owned of record
                   Div. of Unclaimed
                   Property
                   P.O. Box 942850
                   Sacramento, CA
                   94250  
</TABLE>

*  Includes 85,595 shares owned by Nevex Corporation, a Nevada
corporation and wholly owned subsidiary of Jenex Gold Corporation,
a Washington Corporation, of which Mr. Lamb is President, a
Director and majority shareholder.

**  Includes 74,508 shares owned by Thomas J. Reardon, Edward P.
Reardon, Michael T. Reardon and Frank J. Reardon, as joint tenants
with right of survivorship.
<PAGE>
   (b)  Security ownership of management.
<TABLE>
   The following table shows as of March 8, 1996, all shares of
Capital Stock beneficially owned by all directors and all directors
and officers of Registrant as a group:
<CAPTION>
Capital Stock Beneficially Owned
<S>             <C>                 <C>                   <C>
Title
of Class        Name of Beneficial  Amount and Nature of  Percent
                Owner               Beneficial Ownership  of Class
--------------  ------------------  --------------------  --------
Capital Stock   James E. Brousseau  86,595 shares owned   11.4%
Par Value                           of record and
$0.25 per share                     beneficially*


                Norman A. Lamb      164,143 shares owned  21.6%
                                     of record and
                                     beneficially**

                Richard C. Poulton  50,253 shares owned   6.6%
                                     beneficially***

                Thomas J. Reardon   81,620 shares owned   10.7%
                                    of record and
                                    beneficially****

                All directors and   297,016 shares        39.0%
                officers as a group
                (four persons)
</TABLE>
*  Includes 85,595 shares owned by Nevex Corporation, a Nevada
Corporation, and wholly owned subsidiary of Jenex Gold Corporation,
a Washington corporation, of which Mr. Brousseau is Secretary-
Treasurer, a Director and substantial shareholder.  Mr. Brousseau
may be deemed to have shared voting and investment power with
respect to such shares.
**  Includes 85,595 shares owned by Nevex Corporation, a Nevada
corporation and wholly owned subsidiary of Jenex Gold Corporation,
a Washington corporation, of which Mr. Lamb is President, a
Director and majority shareholder.  Mr. Lamb may be deemed to have
shared voting and investment power with respect to such shares. 
***  Includes 50,253 shares owned by the Poulton Trust, of which
Mr. Poulton is co-trustee.  Mr. Poulton may be deemed to have
shared voting and investment power with respect to such shares.
****  Includes 74,508 shares owned by Thomas J. Reardon, Edward P.
Reardon, Michael T. Reardon and Frank J. Reardon, as joint tenants
with right of survivorship.  Mr. Thomas J. Reardon may be deemed to
have shared voting and investment power with respect to such
shares.
<PAGE>

   (c)  Changes in control.

   Mr. Lamb may be deemed the "parent" or a "control person" of
Registrant, as those terms are defined under the Securities
Exchange Act of 1934, as amended.  The re are no arrangements known
to Registrant the operation of which may at a subsequent date
result in a change of control of Registrant.


ITEM 13.  Certain Relationships and Related Transactions

   None



PART IV


ITEM 14.  Exhibits, Financial Statements, Schedules and Reports on
Form 8-K


   (a)  Financial Statements:                             Page


   Balance Sheets as of December 31, 1995                 F 2-3
     and December 31, 1994.
                                                  
   Statements of Operations and Accumulated 
     Deficit for the Years Ended December 31, 1995,
     December 31, 1994, and December 31, 1993.            F 4-5

   Statements of Cash Flows for the years ended
     December 31, 1995, December 31, 1994, and
     December 31, 1993.                                   F 6-7


   (b)  Notes to Financial Statements                     F 8-12

   (c)  Exhibits

     None.

   (d)  No reports on Form 8-K were filed during the last
             quarter of 1995.
<PAGE>

SIGNATURES


       Pursuant to the requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


CALIFORNIA-ENGELS MINING COMPANY
   Registrant



By   Norman A. Lamb
   Norman A. Lamb, President and
   Chief Executive Officer




Date:  March 31, 1996

   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.



By    Norman A. Lamb
   Norman A. Lamb 
   President and Director 
   March 31, 1996


By    Thomas J. Reardon            
   Thomas J. Reardon
   Vice-President and Director
   March 31, 1996


By    James E. Brousseau             
   James E. Brousseau
   Secretary-Treasurer 
   Chief Financial and Accounting
   Officer, March 31, 1996


By    Richard C. Poulton            
   Richard C. Poulton
   Director, March 31, 1996
<PAGE>


CALIFORNIA-ENGELS MINING COMPANY
(A California Corporation)


FINANCIAL STATEMENTS


DECEMBER 31, 1995










































page F-1
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(Unaudited)
<TABLE>
ASSETS
<CAPTION>
                                   1995               1994
                                   ---------          ---------
<S>                                <C>                <C>
CURRENT ASSETS
Cash and cash equivalents          $   22,830         $   12,032
  Current portion of deeds of
  trust - Note 5                   $    7,241         $    6,051

  Total Current Assets             $   30,071         $   18,083

PROPERTY AND EQUIPMENT
   Furniture and equipment         $   33,775         $    6,017
   Land                               116,696             78,696
   Timber Management Development   $   33,571         $        -
   Less:  Accumulated depreciation $   (9,025)        $   (5,866)

     Total Property and Equipment  $  175,017         $   78,847



OTHER ASSETS
   Marketable securities - Note 6  $   95,205         $  178,079
   Deeds of trust - Note 5             55,439             63,166

      Total Other Assets           $  150,644         $  241,245

      Total Assets                 $  355,732         $  338,175
</TABLE>















The accompanying notes are an integral part of these financial
statements.
page F-2
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(Unaudited)
<TABLE>
ASSETS
<CAPTION>
                                   1995               1994
                                   ---------          --------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                <C>                <C>
LIABILITIES
   Accrued expenses                $       50         $    8,050
   Income tax payable                       -                800
   Total Liabilities               $       50         $    8,850

STOCKHOLDERS' EQUITY
   Common stock, par value $.25:
   California-Engels Mining Company, 
    761,257.6 shares
    issued and outstanding
    in 1995 and 1994               $  190,315         $  190,315

   Unrealized gain
   on investments - Note 6             31,251              2,175
   Reduction surplus               $2,801,249         $2,801,249
   Accumulated deficit             (2,667,133)        (2,664,414)
       Total Stockholders' Equity  $  355,682         $   329,325

   Total Liabilities and
    Stockholders' Equity           $  355,732         $  338,175
</TABLE>













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

page F-3
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(Unaudited)
<TABLE>
<CAPTION>
                             1995         1994         1993
                             -----        -----        -----
<S>                          <C>          <C>          <C>
REVENUE
  Timber revenue             $   2,125   $      175    $     575
  Dividend income                7,095       11,786       10,837
  Interest income                9,796       10,660       12,273
  Miscellaneous income           6,186          314          150

    Total revenue               25,202       22,935       23,835 

OPERATING AND GENERAL EXPENSES
   Depreciation                  3,159          124          149
   Reclamation plan expense       4,000        3,233            -
   Insurance                      4,430        3,500            -
   Management fees                    -        8,000        8,000
   Interest                         262           58            1
   Office and storage rents       4,110        3,983        3,600
   Office expenses                1,695          521        1,075
   Professional fees              1,275          850        1,270
   Taxes and licenses             6,487        4,615       11,254
   Travel and per diem            1,084        3,925        3,100
   Miscellaneous                    343          409          383
   Repairs and maintenance        4,260        2,339            -
   Total operating and
   general expenses            $ 31,105   $   31,557    $  28,832


   Net income (loss) from
   operations                  $ (5,903)  $   (8,622)   $  (4,997)

OTHER INCOME
   Gain on sale of securities  $  1,443   $      246    $  73,217
   Tax benefit - federal
   carryback                      2,541            -            -
   Total other income (expense)$  3,984   $     (246)   $  73,217

   Federal and California
    income taxes               $   (800)  $    (648)    $ (13,765)

   Net income (loss)           $ (2,719)  $  (9,024)    $  54,455
</TABLE>


page F-4
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(Unaudited)
<TABLE>
<CAPTION>
                            1995        1994         1993
                            -----       -----        -----
<S>                         <C>         <C>          <C>
                           
ACCUMULATED DEFICIT,
   Beginning of year         (2,664,414) (2,655,390)  (2,709,845)

ACCUMULATED DEFICIT,
   End of year              $(2,667,133) $(2,664,414) $(2,655,390)

EARNINGS (LOSS) PER SHARE   $    (0.004) $    (.0118) $    0.0715
</TABLE>





























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

page F-5
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(Unaudited)
<TABLE>
<CAPTION>
                              1995         1994        1993
                              ------       ------      -----
CASH FLOWS FROM OPERATING
ACTIVITIES
<S>                           <C>          <C>         <C>
   Net Income (loss)          $  (2,719)   $ (9,024)   $ 54,455

   Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation                   3,159         124         149
   Amortization of GNMA discount   (499)       (495)     (1,058)


   Gain on sale of securities    (1,443)       (246)    (72,323)
   (Increase) decrease in:
    Dividends receivable              -         523         523
    Increase (decrease) in:
    Taxes payable                  (800)     (9,327)      7,880
    Accrued expenses             (8,000)       (296)      1,346

  Net cash provided (used)
    by operating activities    $(10,302)    $(18,741)  $(10,074)

<CAPTION>
CASH FLOWS FROM INVESTING ACTIVITIES
<S>                               <C>         <C>         <C>
Additions to notes receivable           -          -      (36,784)
Payments received on
  notes receivable                   6,537      5,407       2,912
Purchases of securities
   and investments                    (285)   (60,627)    (76,688)
Proceeds from sale
   of securities                   113,511     25,246     127,453
Deposit to principal GNMA              666        871       4,489
Capital Expenditures               (99,329)         -           -
   Net cash provided (used)
   by investing activities          21,100    (29,103)     21,382
</TABLE>


page F-6
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(Unaudited)
<TABLE>
<CAPTION>
CASH FLOWS FROM FINANCING ACTIVITIES
<S>                               <C>         <C>        <C>
Payments on loan                      -          -       (10,513)

   Net cash provided (used)
     by financing activities          -           -      (10,513)

   Net increase (decrease) in
    cash and cash equivalents     $ 10,798    $ (47,844) $    795
<CAPTION>
CASH AND CASH EQUIVALENTS,
<S>                               <C>         <C>        <C>
 Beginning of Year                $  12,032   $  59,876  $  59,081
 <CAPTION>
CASH AND CASH EQUIVALENTS,
<S>                               <C>         <C>        <C>
  End of Year                     $  22,830   $  12,032  $  59,876

<CAPTION>
                                  1995        1994       1993
                                  ------      ------     -----
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<S>                               <C>         <C>        <C>
Cash paid during the year for:

    Income taxes                  $    800    $   9,975  $  2,454

    Interest                      $    262    $      58  $      1


<CAPTION>
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING ACTIVITIES
<S>                               <C>        <C>         <C>

   Dividends Reinvested           $      -   $    563    $    271

   Increase in unrealized
     gain on marketable
     securities                    $  29,076  $   2,715  $      -
</TABLE>


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

page F-7
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 31, 1995 AND 1994

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   The Company's books are maintained on the accrual method of
accounting.

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.  Accordingly, actual results could differ from
those estimates.

Mineral and Timber Lands

   Mineral lands and depreciable property are stated at book value
less accumulated depletion and depreciation.  Depreciation is
calculated using the declining balance method over five to seven
year lives.  Timber depletion is calculated based on units of
production.

Cash and Cash Equivalents

   For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months of less to be cash equivalents.

NOTE 2 - MINING CLAIMS AND FEE LAND OWNED

   At December 31, 1995, the Company was the owner of 36 patented
lode mining claims and eight unpatented lode mining claims
comprising the Engels and Superior Mines and 162.12 acres of
patented lands at Engelmine, Lights Creek Mining District, Plumas
County, California.  The unpatented mining claims are contiguous to
the patented mining claims.  In addition, the Company purchased
during the year 40 acres of patented land at 6,000 Diamond Mountain
Road within two miles of the above property.

   At December 31, 1995, the Company was the owner of 11 patented
lode mining claims and 184.20 acres of deeded mineral rights on
Ward Creek in the Genesee Mining District, Plumas County,
California.

page F-8
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 31, 1995 AND 1994

NOTE 3 - VALUATION OF MINERAL LANDS - DEFERRED INCOME TAXES

   The Mineral lands carried on the books at a value of $10,000
less depletion have a historical cost basis from June 19, 1901 of
$1,000,000.  Beginning in 1913, different valuations were placed on
these lands by the Commissioner of Internal Revenue.  Under
instructions by the Commissioner the values of the land were
written up on the books to a high of $4,500,000 on February 23,
1928.

   In 1934, because of depressed conditions, the mineral lands were
written down to $10,000 without any tax benefit.  In the event of
a sale of these lands the recognized gain for tax purposes will be
substantially reduced or eliminated.  Consequently a deferred tax
asset of approximately $340,000 has been offset by a
corresponding valuation allowance of approximately $340,000 due to
the unlikelihood of the sale of the property in the near future.

   Current generally accepted accounting principles dictate
carrying properties such as these lands at historical cost or the
lower of cost or market value.  It is estimated that the current
market value of the properties meets or exceeds the $1,000,000
historical cost basis; however, due to the length of time the
Company has reported the land values at the written down value of
$10,000, a change to the cost method has not been deemed
appropriate for reporting purposes.

NOTE 4 - GENERAL

   Pursuant to the provisions of Section 314 of Public Law
94-579 of the Federal Land Policy of 1976, all unpatented mining
claims owned by the Company are recorded with the Bureau of Land
Management.  A Certification of Waiver of payment of the 1996
maintenance fee for unpatented mining claims for assessment year
ended August 31, 1995, was filed with the Bureau of Land Management
on August 14, 1995.


page F-9
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 31, 1995 AND 1994

NOTE 5 - DEEDS OF TRUST
<TABLE>
   Trust deed notes receivable at December 31, 1995 and 1994
consist of the following: 
<CAPTION>
                     1995                                1994
                     ---------------------------------   ------
                     Due within   Due after   Total      Total
                     ----------   ----------  --------   -------
<S>                  <C>          <C>         <C>        <C>
 Douglas R.
Friedrich
  9% Note secured by
  Plumas County,
  California
  real property      $  2,556     $ 36,859    $ 39,415   $ 41,752
Less unamortized
  discount               (677)      (3,505)     (4,182)    (4,852)
Total                $  1,879     $ 33,354    $ 35,233   $ 36,900

Robert F. Carmody
 10% Note secured by
 Plumas County,
 California
 real property       $  3,490     $  8,867     $ 12,357  $ 15,516

John and Tina Tucker 
 9% Note secured by
 Plumas County,
 California
 real property       $  1,872     $ 13,218     $ 15,090  $ 16,801

                     --------     --------     --------  --------
Total                $  7,241     $ 55,439     $ 62,680  $ 69,217
</TABLE> 

NOTE 6 - MARKETABLE SECURITIES

   The Company has adopted Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain Investments in
Debt and Equity Securities, and has applied the provisions of the
Statement as of January 1, 1994.  The effect of the change in the
method of accounting for certain investments as of January 1, 1994
is reported as a separate component of stockholders' equity.

page F-10
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 31, 1995 AND 1994

   The investment securities portfolio was comprised of items
classified as available for sale and held to maturity, and in
accordance with the provisions of SFAS No. 115 they are recorded on
the balance sheet at their estimated market
value and amortized cost respectively.

   At December 31, 1995, the securities held as available for sale
had an aggregate market value of $90,542 and an original cost of
$59,147.  The held to maturity security's cost of $4,663
approximates market.

      At December 31, 1994, the securities held as available for
sale had an aggregate market value of $173,246 and an original cost
of $171,071.  The held to maturity security's cost of $4,833
approximates market.

      The net unrealized gain in the portfolio is reported as a
separate component of stockholders' equity.


NOTE 7 - RECLASSIFICATION

      For comparability, the 1994 financial statements reflect
reclassification where appropriate to conform to the financial
statement presentation used in 1995.

NOTE 8 - CONCENTRATION OF CREDIT RISK

      The Company places its temporary cash investments with
financial institutions and limits the amount of credit exposure to
any one financial institution.  
 
NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts reflected in the balance sheets for cash
and deeds of trust their respective fair values.  The Company
estimates that the fair value of all financial instruments at
December 31, 1995, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the
accompanying balance sheet.  The company does not currently hold
any financial instruments for trading purposes.

page F-11
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 31, 1995 AND 1994

      The estimated fair value amounts have been determined by the
Company using available market information and appropriate
valuation methodologies.  Considerable judgement is necessarily
required in interpreting market data to develop the estimates of
fair value, and, accordingly, the estimates are not necessarily
indicative of the amounts that the Company could realize in a
current market exchange.

NOTE 10 - CONCENTRATION OF ACTIVITY

      The Company's principal line of business is development of
mineral and timber properties.  The principal revenue sources
currently consist of timber sales and investment income.  The
Company's properties are located in the western United States.

NOTE 11 - CONTINGENT LIABILITIES

      The Company is not a defendant in any legal proceeding nor is
there any litigation in progress, pending or threatened against the
Company.



page F-12