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                     SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                                FORM 10-QSB

       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE COMMISSION ACT OF 1934 

            For the quarterly period ended February 28, 1999

                  Commission File Number:    001-05970

                         SILVER BUTTE MINING COMPANY
            (Exact name of registrant as specified in its charter)

                  IDAHO                            82-0263301
 (State or other jurisdiction of            (I.R.S. Employer       
   Incorporation or organization)            Identification Number)


 520 Cedar Street, Sandpoint, ID                              83864
       (Address of Principal Executive Offices)             (Zip Code)

                               (208) 263-5154
          Registrant's telephone number, including area code


Check whether the issuer (1) 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    ( )            No (X)


The number of shares of Common Stock, $.05 par value, outstanding as of 
February 28, 1999, was 7,828,748.




DOCUMENTS INCORPORATED BY REFERENCE:  Form 8-K filed January 15, 1999

Transitional Small Business Disclosure Format (Check One):  Yes ( ) No (X)













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Document page 1 of 8
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                         SILVER BUTTE MINING COMPANY
                         FORM 10-QSB QUARTERLY REPORT
                              February 28, 1999


INDEX 



                                                                     Page
                                                                     Number
Part I                   FINANCIAL INFORMATION


Item 1.  Condensed Financial Statements
         Condensed Balance Sheets, February 28, 1999, and 
         August 31, 1998.                                               3

         Condensed Income Statements for the three months and 
         six months ended February 28, 1999, and 1998                   4

         Condensed Statements of Cash Flows for the six months ended 
         February 28, 1999, and 1998                                    5

Notes to Condensed Financial Statements                                 6


Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                7-8


Signature Page                                                          8




























Document page 2 of 8
<PAGE>

SILVER BUTTE MINING COMPANY
CONDENSED BALANCE SHEETS
February 28, 1999 and August 31, 1998

<TABLE>
                                             February 28,        August 31,
                                                 1999              1998
                                             ____________      ____________

<C>                                          <S>               <S>
ASSETS

CURRENT ASSETS
     Cash and cash equivalents               $     1,961       $       480
     Certificate of deposit for State lease        5,000             5,000
     Marketable securities                        82,942            70,336
     Accounts receivable                             828             1,091
     Prepaid expenses                                843               512
                                             ____________      ____________

         TOTAL CURRENT ASSETS                     71,574            77,419

PROPERTY, PLANT & EQUIPMENT
     Properties                                    3,000             3,000
     Equipment and machinery                      19,704            19,704
     Accumulated depreciation                    (19,704)          (19,704)
                                             ____________      ____________
                                                   3,000             3,000
                                             ____________      ____________

TOTAL ASSETS                                 $    74,574       $    80,419
                                             ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                          $     2,619       $     2,660
                                             ____________      ____________

         TOTAL CURRENT LIABILITIES                 2,619             2,660
                                             ____________      ____________
SHAREHOLDERS' EQUITY

     Common stock, $.05 par value
       authorized 10,000,000 shares,
       issued and outstanding,
       7,828,748 shares                          391,437           391,437
     Additional paid-in capital                  392,953           392,953
     Accumulated deficit                        (712,435)         (706,631)

                                             ____________      ____________

         TOTAL SHAREHOLDERS' EQUITY               71,955            77,759
                                             ____________      ____________

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $    74,574       $    80,419
                                             ============      ============
</TABLE>

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

Document page 3 of 8
<PAGE>
SILVER BUTTE MINING COMPANY
CONDENSED INCOME STATEMENTS
For the Three and Six Months Ended February 28, 1998 and 1997

<TABLE>
                             Three Months Ended          Six Months Ended
                        __________________________   __________________________
                        February 28,  February 28,   February 28,  February 28,
                            1999         1998            1999          1998
                        ____________  ____________   ____________  ____________
<S>                     <C>           <C>            <C>           <C>
REVENUES
  Dividend income       $       707   $       522    $     1,606   $       522 
  Interest income                87            95            159           945
  Rock sales                    -             -              504           780
  Misc. other income             14           (31)            47           -
                        ____________  ____________   ____________  ____________

       Total Revenues           808           616          2,316         2,277
                        ____________  ____________   ____________  ____________


EXPENSES
  Wages and other
    Compensation              2,130         1,875          4,727         4,710
  Professional 
    Services                    505           320            970         2,404
  Rent & royalties              204           200            471           390
  Office expense                155           227            155           349
  Taxes and
    Insurance                   204           680          1,044           680
  Miscellaneous                  65           231            754           329
                        ____________  ____________   ____________  ____________

        Total Expenses        3,263         3,533          8,121         8,862
                        ____________  ____________   ____________  ____________

INCOME (LOSS) BEFORE         (2,455)       (2,917)        (5,805)       (6,585)
  INCOME TAXES

INCOME TAXES                    -             -              -             -  
                        ____________  ____________   ____________  ____________

NET INCOME (LOSS)       $    (2,455)  $    (2,917)    $   (5,805)  $    (6,585)
                        ============  ============   ============  ============

Income (Loss) per Share
  Of Common Stock 
  Outstanding           $   (0.0003)  $   (0.0004)   $   (0.0007)  $   (0.0008)
                        ============  ============   ============  ============

Weighted Average Number
  Of Common Shares
  Outstanding             7,828,748     7,828,748      7,828,748     7,828,748
                        ============  ============   ============  ============


</TABLE>

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

                                        4
<PAGE>
SILVER BUTTE MINING COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended February 28, 1999 and 1998

<TABLE>

                                                    Six Months Ended
                                             ______________________________
                                             February  28,     February 28,
                                                 1999              1998
                                             ____________      ____________


<C>                                          <S>               <S>

CASH FLOWS FROM OPERATING ACTIVITIES

  Net Loss                                   $    (5,805)      $    (6,585)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
      Decrease in payables                           (41)           (1,440)
      Increase in prepaid expenses                  (331)           (1,379)
      Decrease in receivables                        263                 6 
                                             ____________      ____________
           Net cash used in
             operating activities                 (5,914)           (9,398)
                                             ____________      ____________

CASH FLOWS FROM INVESTING ACTIVITIES

      Decrease (increase) in marketable 
        securities                                 7,395           (73,552)
                                             ____________      ____________
           Net cash provided by (used in)
              investing activities                 7,395           (73,552)
                                             ____________      ____________

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                       1,481           (82,950)

Cash and Cash Equivalents at Beginning 
  of Period                                          480            89,297
                                             ____________      ____________

Cash and Cash Equivalents at End of Period   $     1,961       $     6,347
                                             ============      ============

Interest expense paid                        $       -         $       -  
                                             ============      ============


Income taxes paid                            $       -         $       -  
                                             ============      ============




</TABLE>

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

Document page 5 of 8
<PAGE>
SILVER  BUTTE  MINING  COMPANY

NOTES  TO  CONDENSED  FINANCIAL  STATEMENTS
February  28,  1999

Note  1.     Presentation  of  Interim  Information

     The  accompanying  unaudited  condensed   financial  statements  have  been
prepared  by  Silver Butte Mining Company's management. In management's opinion,
these  condensed  financial statements include all normal adjustments considered
necessary  to present fairly the financial position as of February 28, 1999, and
the  results  of operations for the three and six months ended February 28, 1999
and  1998,  and  cash flows for the six months ended February 28, 1999 and 1998.
Interim  results  are  not  necessarily  indicative  of results for a full year.

The  condensed financial statements and notes are presented as permitted by Form
10-QSB, and do not contain certain information that is included in the Company's
annual  financial  statements.

Note  2.     Company  Business

     The  Company  was  incorporated  under  the  laws  of the State of Idaho on
January  19,  1965,  and  was in the exploratory mining stage from its inception
until  it  abandoned its status as a development stage enterprise by ceasing all
exploration  activities in 1994.  The company's exploration efforts developed no
commercial ore deposits, and all capitalized mining costs were written off.  The
Company  continues  to search for business opportunities in the mining industry,
and  will  also  investigate  opportunities  in other industries.  The Company's
meager  financial  resources severely limit its ability to carry out the type of
exploration  activity  that  it  performed  in  past  years,  and  the Company's
management considers it unlikely that the Company will obtain additional funding
with  which  to  undertake  such  exploration.

Note  3.     Commitments  and  Contingencies

     The  Company  sold  a  seven  acre  parcel of land in the fiscal year ended
August  31,     1996  that  contained  mine  waste  rock and mill tailings.  The
Company  believes  there  is a remote possibility that this property may require
some  cleanup,  and  an  even  more  remote  possibility that the Company may be
required  to  participate  in  the  cost  of such a cleanup, which the Company's
management  estimates  would  be  less  than  $10,000.




















Document page 6 of 8
<PAGE>
                         SILVER BUTTE MINING COMPANY
                         FORM 10-QSB QUARTERLY REPORT
                              February 28, 1999

Item  2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION

     The Company was a mining company engaged in exploration activities from its
inception  in 1965 through 1994.  In 1994, the Company abandoned all exploration
activities,  and  is now seeking other business opportunities in mining or other
industries.  The  Company continues to hold and maintain the properties on which
it  performed its exploration efforts.  The Company's fiscal year ends on August
31.

Overview

     The  Company's  management determined in 1994 that the Company did not have
the  financial  resources  to  continue  to explore for a commercial ore deposit
after  many  years  of  unsuccessful  efforts.  The  Company  has performed some
reclamation  work  on its mining properties since 1994, and is soliciting buyers
for  its remaining real estate and mining equipment.  The Company is seeking out
other  business  opportunities.  Management is unaware of any such opportunities
at this time and will disclose such opportunities when and if they should arise.

Results  of  Operations

     Revenues.  The  Company's  interest  income  decreased  slightly,  and  the
Company's  dividend income increased slightly for the quarter ended February 28,
1999,  compared  to  the  same  period ended February 28, 1998.  Interest income
decreased  significantly and dividend increased significantly for the six months
ended  February  28,  1999, compared to the same period ended February 28, 1998.
This was the result of  management's decision to invest a significant portion of
the  Company's funds in money market equity securities during the second quarter
ended  February  28,  1998.  There were no rock sales during the second quarters
ended  February  28, 1999 or 1998, because of the seasonal nature of such sales.

     Expenses.  Professional  services  were  lower  in  the  six  months  ended
February  28,  1999,  when  compared  to  the  same  period  for  1998,  because
management  required  fewer  services   from  outside  consultants.   Taxes  and
insurance were higher in the first six months of 1999, than the first six months
of  1998,  because of the additional costs of workers compensation insurance and
payroll  taxes.   Miscellaneous  expenses,   which   include  supplies  used  in
connection with the reclamation of the State lease, were higher in the first six
months  of  1999,  than  the first six months of 1998, because of  the Company's
efforts  to  complete  the  reclamation  work  by the end of calendar year 1998.

Financial  Position.  There was a decrease in marketable securities of $7,394 at
February 28, 1999, when compared to the balance at August 31, 1998, the previous
fiscal  year  end.  Securities were sold to provide funds for administrative and
reclamation  expenses,  and  to  increase the cash balance at February 28, 1999.
There  were  no  other remarkable changes in financial position during the first
quarter.

     The  Company  may  continue  to  sell  marketable securities, if necessary,
during  the  balance  of the fiscal year to provide cash for operating expenses.

Cash  Flows.  Cash and cash equivalents increased $1,481 during the three months
ended February 28, 1999.  The net loss from operations was funded by the sale of
marketable  securities as discussed above.  The Company has no plans for capital
expenditures  that  will  require  significant  amounts  of  cash.

Document page 7 of 8
<PAGE>


                           SILVER BUTTE MINING COMPANY
                           FORM 10-QSB QUARTERLY REPORT
                                February 28, 1999

     Cash and cash equivalents decreased  by $73,552 during the six months ended
February  28,  1998,  as a result of investing in money market equity securities
during  that  period.



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

In  accordance  with  section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



SILVER BUTTE MINING COMPANY
(Registrant)


/s/  R. Richard Rice
_________________________             Date:  April 14, 1999
R. Richard Rice
Title:  President
(Principle Executive Officer and
Principle Accounting Officer)



























Document page 8 of 8
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