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           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
(Mark One)
(X) Annual report pursuant to section 12 or 15 <d> of the Securities Exchange 
    Act of 1934.  For the year ended December 31, 1998.
    
( ) Transition report pursuant to section 13 or 15 (d) of the Securities 
    Exchange Act of 1934 (No fee required).  For the period ended: ____________

                          Commission file number 001-04026

                           PRINCETON MINING COMPANY
              ______________________________________________________ 
              (Exact name of registrant as specified on its charter)

             IDAHO                                            82-6008727
_________________________________                       ______________________
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

         413 CEDAR STREET
           WALLACE, IDAHO                                        83873
    ___________________________                            ________________
      (Address of principal                                    (Zip Code)
      executive offices)

Registrant's telephone number, including area code:   (208) 752-1131

Securities registered pursuant to Section 12(b) of the Act:
                                             Name of each exchange 
         Title of Each Class                  on which registered
    ------------------------------         -------------------------
    COMMON NON-ASSESSABLE STOCK,
    PAR VALUE $.10 PER SHARE                         
                                                     NONE
    PREFERRED STOCK
    PAR VALUE $.10 PER SHARE                         NONE

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

Indicate by checkmark if disclosure of delinquent filers in response to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best of registrant's knowledge,  in definitive  proxy  or information statements
Incorporated by reverence in Part III or any amendment to this Form 10-K:    (X)

The  aggregate  market  value  based  on the average bid and asked prices of the
registrant's  Common  stock held by non-affiliates of the registrant at March 2,
1999,  was  approximately  $85,455.  As  of  March 2, 1999, there were 9,563,340
shares of  the  registrant's  common  stock  outstanding.  There  were no shares
of the registrant's  preferred  stock  outstanding.
Page 1 of 14
<PAGE>


              PRINCETON MINING COMPANY FORM 10-K ANNUAL REPORT

                   FOR THE YEAR ENDED DECEMBER 31, 1997
                            TABLE OF CONTENTS

Part I
                                                                     Page

Item     1.     Business . . . . . . . . . . . . . . . . . . . . .   3
Item     2.     Properties . . . . . . . . . . . . . . . . . . . .   3
Item     3.     Legal Proceedings      . . . . . . . . . . . . . .   4
Item     4.     Submission of Matters to a Vote of Security Holders  4

Part II

Item     5.     Market for the Registrant's Common Stock and
                Related Stockholder Matters  . . . . . . . . . . .    4
Item     6.     Selected Financial Data  . . . . . . . . . . . . .    5
Item     7.     Management's Discussion and Analysis of Financial
                Condition and Results of Operations  . . . . . . .    5
Item     8.     Financial Statements and Supplementary Data  . . .    6
Item     9.     Disagreements on Accounting and Financial Disclosure  6

                Index to Financial Statements  . . . . . . . . . .    6

Part III

Item 10.  Directors and Executive Officers of the Registrant . . .   12
Item 11.  Executive Compensation . .     . . . . . . . . . . . . .   12
Item 12.  Security Ownership of Certain Beneficial
          Owners and Management  .     . . . . . . . . . . . . . .   12
Item 13.  Certain Relationships and Related Transaction  . . . . .   12

Part IV

Item 14.  Exhibits, Financial Statement Schedules
          and Reports on Form 8-K          . . . . . . . . . . . .   13
          Signature Page . .     . . . .     . . . . . . . . . . .   13
          Exhibit Index  . .     . . . .     . . . . . . . . . . .   14




















Page 2 of 14
<PAGE>

                             PRINCETON MINING COMPANY
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1998

                                     PART I

Item  1  -  BUSINESS

     Princeton Mining Company (the "Company") was incorporated under the laws of
Idaho  in  September  1950.  The  Company  is  the  owner  of  an  interest  in
thirty-eight  unpatented mining claims situated east of the village of Mullan in
the Coeur d' Alene Mining District,  Shoshone County, Idaho.  By agreement dated
June 1, 1962, between the Company, James C. Young and Kay Critchlow, the Company
agreed  to  convey  an undivided sixty percent interest in its unpatented mining
claims  (the "Property") to Young and Critchlow in return for the expenditure by
them  of $65,000 on exploration and development of the Property or the discovery
by  them of commercial ore on the Property.  This agreement, including the right
to  acquire  an  undivided  sixty  percent interest was subsequently assigned by
Young  and Critchlow to Magna Mining Company ("Magna.").  Under the terms of the
agreement, Magna Mining Company, as the assignee of Young and Critchlow, has the
obligation  to  perform  annual  assessment  work  on  the claims comprising the
Property at Magna's expense.  Additionally, Magna has the right to possession of
the  Property  for  purposes  of  performing exploration or development work and
extracting any ore found as a result thereof.  During 1991, Magna terminated the
agreement.

To the knowledge of the Company, no commercial ore deposit has been found as the
result  of  any  exploration  work  done  to  date  on  the  Company's Property.
Consequently,  there  has  been  no  production of ore from the Property and the
Company  makes  no  claim  to  the  existence  of  ore reserves in the Property.

The  Company  has  no  patents,  licenses,  franchises  or concessions which are
considered  by  the  Company  to  be  of  importance.  The  business is not of a
seasonal  nature.  Since  the  potential products are traded on the open market,
the  Company  has  no  control  over the competitive conditions in the industry.
There  is  no  backlog  of  orders.

There  are  numerous  Federal  and  State  laws  and  regulations  related  to
environmental  protection  which  have  direct application to mining and milling
activities.  The more significant of these laws deal with mined land reclamation
and  wastewater  discharge  from mines and milling operations.  The Company does
not  believe  that  these  laws and regulations as presently enacted will have a
direct  material  adverse  effect  on  its  operation.

The  Company  has  no  employees.

Item  2  -  PROPERTIES

     The  information regarding the Properties of the Company is set forth under
"Item 1. Business" of this report, and is incorporated by reference in answer to
this  item.









Page 3 of 14
<PAGE>
                            PRINCETON MINING COMPANY
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1998

Item  3  -  LEGAL  PROCEEDINGS

     On  November  29,  1984, the Company declared an agreement executed in 1962
between  James C. Young, Kay Critchlow and the Company and assigned by Young and
Critchlow  to  Magna  Mining  Company,  had  been  forfeited and terminated.  On
February  6,  1985, Magna Mining Company commenced an action against the Company
seeking  a  judgement  declaring  the  agreement  in  full  force  and  effect.

Reference  is  made  to  Note 2 of the Notes to Financial Statements, page 12 of
this  report,  for  additional  information  concerning this proceeding.  During
1989,  the court ruled that Magna was not entitled to a deed to the property and
that  Princeton was not entitled to a forfeit of the lease.  The relationship of
the  parties  continued  under  the  lease.

During  1991,  Magna  gave  the  Company notice of termination of the agreement.

Item  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On  May  8,  1997  at  a special shareholders meeting, the shareholders approved
increase  in the capitalization of the Company to 30,000,000 non-assessable, ten
cent  par  value  shares  consisting  of  29,000,000  shares of common stock and
1,000,000  shares  of  preferred  stock.

                                     PART II

Item  5  -  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
            STOCKHOLDER  MATTERS

(a)  The  market  price ranges of the Company's common stock during each quarter
of  the  years  1998  and  1997  were  as  follows:

<TABLE>
<CAPTION>
                      1997                1998
              --------------------  --------------------
                  High       Low       High      Low
              ---------  ---------  ---------  ---------
<S>           <C>        <C>        <C>        <C>
1st  Quarter   .02        .02          .01        .01
2nd Quarter.   .01        .01          .01        .01
3rd Quarter.   .01        .01          .01        .01
4th Quarter.   .01        .01          .01        .01
</TABLE>

(b)     Approximate  Number  of  Equity  Security  Holders.
        ---------------------------------------------------

Title  Class  (1)                    Number  of Record Holders December 31, 1998
------------                         -------------------------------------------
Common  assessable  capital                       Approximately  1,350  (1)
stock, par value 10 cents per share

(1)     Included  in  the  number  of  shareholders of record are shares held in
"nominee" or  "street"  name.
 (c)  No  dividends  were  paid  by  the  Company  in  1998  or  1997.


Page 4 of 14
<PAGE>

                            PRINCETON MINING COMPANY
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1998

Item  6  -  SELECTED  FINANCIAL  DATA

The  following  data  should be read in conjunction with the Company's financial
statements  and  the  notes  thereto:
<TABLE>
<CAPTION>

Selected Income Statement Data:
                                             Year Ended December 31,
                      -----------------------------------------------------------------
                        1994           1995         1996          1997         1998
                      -----------  -----------  ------------  ------------  -----------
<S>                   <C>          <C>          <C>           <C>           <C>
Net Revenues . . . .  $       -0-  $       -0-  $        -0-  $        -0-  $       -0- 
Net income (loss). .     (27,622)     (29,456)       (34,578)     (317,839)    (13,271)
Per share. . . . . .  (.92 cents)  (.98 cents)   (1.15 cents)  (8.08 cents)  (.14 cents)
Cash dividends 
per share                     -0-          -0-           -0-           -0-          -0- 
</TABLE>
Selected Balance Sheet Data:
<TABLE>
<CAPTION>
                                             Year Ended December 31,
                      -----------------------------------------------------------------
                        1994           1995         1996          1997         1998
                      -----------  -----------  ------------  ------------  -----------
<S>                   <C>          <C>          <C>           <C>           <C>
Current Assets . . .  $       74   $       57   $       108   $       110   $       72 
Current Liabilities.     232,318      261,757       296,386        10,372       23,605 
                      -----------  -----------  ------------  ------------  -----------

Working Capital. . .    (232,244)    (261,700)     (296,278)      (10,262)     (23,533)
Total Assets . . . .     300,762      300,745       300,796        25,110       25,022 
Long-term debt . . .          -0-          -0-           -0-           -0-          -0- 
Stockholders' Equity
                          68,444       38,988         4,410        14,738        1,467 
</TABLE>

Item  7  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
     AND  RESULTS  OF  OPERATIONS

The  only activity at the Company's mining properties during 1998, 1997 and 1996
was  performance  of  the  assessment  work  on  the Company's unpatented mining
claims.  Expenses  and  income  have remained relatively stable during all three
years in all categories, with the exception of the 1997 loss on abandoned mining
claims  of  $275,688.

The  liquidity of the firm has decreased for the past three years, with expenses
exceeding  income.

No  major  capital  improvements are planned for the property in the foreseeable
future.

The  Company  has  no  long-term  debt.


Page 5 of 14
<PAGE>

                            PRINCETON MINING COMPANY
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1998

Item  8  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

The  company's financial statements appear following Part II of the report.  See
index  to  financial  statements  at  page 6 of  this  report.


Item  9  -  DISAGREEMENTS  ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE

Not  applicable

                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------


                                                                            Page
                                                                            ----

Statement  of  Financial  Position  as  of  December  31, 1998 and 1997        7

Statement  of  Operations  for  the  Years  Ended  December  31,  1998,
     1997  and  1996                                                           8

Statement  of  Changes  in  Stockholders'  Equity  for  the  Years  Ended
     December  31,  1998,  1997  and  1996                                     9

Statement  of  Cash  Flows  for  the  Years  Ended  December  31,  1998,
     1997  and  1996                                                          10

Notes  to  Financial  Statements                                              11

The  Company's  financial  statements  are  unaudited  in  reliance upon Section
210.3-11  of  Regulations S-X adopted by the Securities and Exchange Commission.
























Page 6 of 14
<PAGE>
                             PRINCETON MINING COMPANY
                                  BALANCE SHEET
                            December 31, 1998 and 1997
                                   (Unaudited)
                     
<TABLE>
                                               1998            1997
                                           ____________    ____________
<S>                                        <C>             <C>
ASSETS

CURRENT ASSETS
     Cash                                  $        72     $       110 
MINING PROPERTY 
     Mining claims                              25,000          25,000
                                           ____________    ____________

TOTAL ASSETS                               $    25,072     $    25,110
                                           ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                      $    23,605     $    10,372

SHAREHOLDERS' EQUITY
     Common stock, $.10 par value
     29,000,000 shares authorized, 
     9,563,340 issued and outstanding
     at December 31, 1998 and 1997             956,334         956,334
     Paid-in surplus (deficit)                (280,101)       (280,101)
     Accumulated deficit                      (674,766)       (661,495) 
                                           ____________    ____________
           Total Stockholders' Equity            1,467          14,738
                                           ____________    ____________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $    25,072     $    25,110
                                           ============    ============


</TABLE>
















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

Page 7 of 14

<PAGE>

                            PRINCETON MINING COMPANY
                            STATEMENT OF OPERATIONS
              For the years ended December 31, 1997, 1996, and 1995 
                                  (Unaudited) 
<TABLE>
                                              1998           1997           1996
                                          ____________   ____________   ____________
<S>                                       <C>            <C>            <C>
INCOME
     Interest and miscellaneous income    $     -0-      $      -0-     $     -0-

EXPENSE
     Loss on abandonded mining claims            -           275,688           -
     Office and stock transfer services        6,000           4,238         4,460
     Office supplies and expenses              2,228           8,119         1,909
     Listing and filing fees                     359             359         3,450
     Miscellaneous                                10              10            10
     Interest expense                          1,905          20,480        22,737
     Legal                                       569             517         1,562
     Management and directors fees               -             6,000           -  
     Geological and surface exploration        2,200           2,428           450
                                          ____________   ____________   ____________

          Total Operating Expenses            13,271         317,839        34,578
                                          ____________   ____________   ____________

NET (LOSS)                                $  (13,271)    $  (317,839)   $  (34,578)
                                          ============   ============   ============

NET (LOSS) PER SHARE                      $    (.001)    $     (.033)   $    (.004)
                                          ============   ============   ============
</TABLE>

























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

Page 8 of 14

<PAGE>
                            PRINCETON MINING COMPANY
                 Statement of Changes in Stockholders' Equity for
                 the Years Ended December 31, 1998, 1997, and 1996
                                  (Unaudited)

<TABLE>

                                     
                   Common Stock      Additional   
               ____________________  Paid-in        Accumulated
                 Shares     Amount   Capital        Deficit         Total
               _________  _________  ___________    ___________  ___________
<S>            <C>        <C>        <C>            <C>          <C>
Balances as 
of Dec. 31, 
1995           3,000,000  $ 300,000  $   48,066     $ (657,144)  $ (309,078)

Net (Loss)           -          -           -          (34,578)     (34,578)
               _________  _________  ___________    ___________  ___________
Balances as 
of Dec. 31, 
1996           3,000,000    300,000      48,066       (691,722)    (343,656)

Net (Loss)           -          -           -         (317,839)    (317,839) 
               _________  _________  ___________    ___________  ___________
Balances as 
of Dec. 31, 
1997           3,000,000    300,000      48,066     (1,009,561)    (661,495)

Net (Loss)           -          -           -          (13,271)     (13,271)
               _________  _________  ___________    ___________  ___________

Balances as 
of Sept. 30, 
1998           3,000,000  $ 300,000  $   48,066    $(1,022,832)  $ (674,766)
               =========  =========  ============  ============  ===========





















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

Page 9 of 14

<PAGE>

                            PRINCETON MINING COMPANY
                            STATEMENT OF CASH FLOWS
             For the year ended December 31, 1998, 1997, and 1996 
                                  (Unaudited) 



</TABLE>
<TABLE>
                                              1998           1997           1996
                                          ____________   ____________   ____________
<S>                                       <C>            <C>            <C>
CASH FROM (USED FOR) OPERATING 
   ACTIVITIES

   Net (loss)                             $   (13,271)   $  (317,839)   $   (34,578)
   Add item not requiring use of cash:
     Loss on abandoned mining claims              -          275,688            -
   Increase (Decrease) in accounts 
     payable                                   13,233       (286,014)        34,629
                                          ____________   ____________   ____________
     Net cash flows provided (used)
       from operating activities                 (38)       (328,165)            51
                                          ____________   ____________   ____________

INCREASE (DECREASE) IN CASH                      (38)              2             51

CASH BALANCE, beginning                          110             108             57
                                          ____________   ____________   ____________

CASH BALANCE, ending                      $       72     $       110    $       108 
                                          ============   ============   ============


























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

Page 10 of 14

<PAGE>

PRINCETON  MINING  COMPANY
Notes  to  Financial Statements
(Unaudited)


NOTE  1   ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES
          ----------------------------------------------------

Princeton  Mining  Company was incorporated under the laws of the State of Idaho
in  September,  1950.  The  company  owns  thirty-eight unpatented mining claims
located  east  of  Mullan, Idaho in the Coeur d' Alene Mining District, Shoshone
County,  Idaho.  The  Company  is not involved in any exploration or development
work.

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  assets  and  liabilities  at  the  date  of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

NOTE  2  MINING  PROPERTY
         ----------------

The  mining  property  of  the  Company has been developed under the terms of an
agreement  executed  in  1962  with  James  C.  Young and Kay Critchlow.  All or
portions  of  the interests of Young and Critchlow under that agreement had been
assigned  to  the  Magna  Mining  Company.

On  November  29, 1984, Princeton declared that the agreement had been forfeited
and terminated.  Magna Mining Company resisted forfeiture and termination of the
agreement,  and  on  February  6,  1985,  Magna commenced an action in the First
Judicial  District  of  the  State  of Idaho, in and for the County of Shoshone,
against  Princeton  seeking  a judgement declaring that the 1962 agreement is in
full force and effect.  The major issue in the litigation was the interpretation
of the 1962 agreement and the extent of Magna's performance of obligations under
the agreement.  In the event that Magna was successful in the litigation, mining
development  would  continue  under  the  terms  of  the  agreement by Magna and
Princeton  would  retain  a  40%  interest  in  the property.  In the event that
Princeton  was  successful  in the litigation, Princeton would win all rights in
the property free and clear of any rights claimed by Critchlow, Young, or Magna.

During  1989,  the  Court  ruled  that  Magna  was not entitled to a deed to the
property  and  that  Princeton  was not entitled to a forfeit of the lease.  The
relationship  of  the  parties  continued  under  the  lease.

During  1991,  Magna  gave  notice  to  the  Company of their termination of the
agreement  and intention not to do the assessment work for 1991.  Therefore, the
Company  has  performed all the required assessments and filings for the current
year.

NOTE  3  INCOME  TAXES
         -------------

The  Company  has  a  net operating loss carryover of $612,537 to the year ended
December  31,  1999.  These  loss  carryovers  will  begin  to  expire  in  2000





Page 11 of 14
<PAGE>
                            PRINCETON MINING COMPANY
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1998

                                    PART III




Item  10  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

</TABLE>
<TABLE>
<CAPTION>


Name of Executive 
Officers and Directors                  Principal Occupation, Five-Year
and Positions Held                 Age  Business History and Directorships
---------------------------------  ---  -------------------------------------------
<S>                                <C>  <C>
H. James Magnuson,                  45  Attorney at Law for more than the past 
President and Director                  five years

R. M. MacPhee,                      68  Certified Public Accountant for more than
Secretary-Treasurer                     Director of Western Silver-Lead Corporation
and Director for the                    
past five years                         

Donald H. Grismer, 
Director for more than 
the past five years                 67  Employed in mining for more that the past 
                                        five years.

Dale B. Lavigne, Director           68  Director Western Silver-Lead Company
for the past three years

Dennis O'Brien,                     37  Certified Public Accountant
</TABLE>


The  bylaws  of  the  Company  provided  that the Directors serve until the next
annual  meeting  of  shareholders or until their respective successors have been
duly  elected and qualified.  The bylaws also provide that the officers serve at
the  discretion  of  the  Board  of  Directors.

Item  11  -  EXECUTIVE  COMPENSATION

None

Item  12  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
             MANAGEMENT

     H.F.  Magnuson,  Vice  President  of  the  Company  owns  6,423,940 shares.


Item  13  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     None




Page 12 of 14
<PAGE>
                            PRINCETON MINING COMPANY
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1998


                                     PART IV

Item  14  -  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON
FORM  8-K

(a)   Financial  Statements  -  See index to Financial Statements at page 6 of
this  report.

(b)  Exhibits

    No additional exhibits are filed as a part of this report.  The Exhibit
Index  appears  at  page 14 of  this  report.


                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized.

                            Princeton Mining Company
                            ------------------------
                                  (Registrant)




     /s/ H.  James  Magnuson                    /s/ Dennis  O'Brien
     President  and Director                    Secretary-Treasurer and Director

     Date:                                      Date:


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the  capacities  and  as  of  the  date  indicated.




     /s/ H.  James  Magnuson                    /s/ Dennis  O'Brien
     President  and Director                    Secretary-Treasurer and Director

     Date:                                      Date:












Page 13 of 14
<PAGE>

                            Princeton Mining Company
                             Form 10-K Annual Report
                      For the year ended December 31, 1998


                                  EXHIBIT INDEX
                                  -------------

Exhibits

3.1  Articles  of   Incorporation  of  Princeton  Mining   Company, as  amended,
incorporated  herein  by  reference  to  the Registrant's Form 10-K for the year
ended  December  31,  1983.

3.2  Bylaws  of  Princeton  Mining  Company, as amended,  incorporated herein by
referenced  to  Registrant's  Form  10-K  for  the year ended December 31, 1983.

10.1  Young and Kay Critchlow, incorporated herein by referenced to Registrant's
Form  10-K for  the  year  ended  December  31,  1983.







































Page 14 of 14