FORM 10-KSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

[ x  ] Annual  report  pursuant  to  section  13 or 15(d) of the  Securities
       Exchange Act of 1934 [Fee Required] for the fiscal year ended
       May 31, 1999 or
[    ] Transition report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934
      [No Fee Required] for the transition period from       to
                                                       ------   -------
Commission file number   0-7501

                               RUBY MINING COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                        83-0214117
--------------------------------------              ----------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

      877 North 8th West
      Riverton, WY                                          82501
---------------------------------------             ----------------------------
(Address of principal executive offices)               (Zip Code)

Registrant's Telephone Number, including area code:    (307) 856-9278
                                                    ----------------------------

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

           Securities registered pursuant to Section 12(g) of the Act:
                        Common Stock, $0.001 par value
                        -------------------------------
                                (Title of Class)

     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 check mark if disclosure of delinquent filers, pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ x ]

      Registrant's revenues in fiscal year 1999 were $1,500.

     There is no established  trading market for the  Registrant's  voting stock
and as a result  the  aggregate  market  value of shares of that  stock  held by
non-affiliates of the Registrant can not be accurately estimated. The Registrant
has securities of only one class of stock (common) outstanding.

            Class                               Outstanding at August 6, 1999
---------------------------------------      -----------------------------------
    Common Stock, $0.001 par value                     9,000,000 shares

Documents incorporated by reference:  None.
------------------------------------
Transitional Small Business Disclosure Format: YES    NO  X
---------------------------------------------     ----  ----
<PAGE>



                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS
              -----------------------
(a)(1)Business Development.

Ruby Mining Company  ("Registrant" or "Company") was incorporated under the
laws of the State of Colorado on February  16,  1971.  The  Registrant  has been
engaged in the  general  minerals  business,  which  includes  the  acquisition,
exploration and development  and/or sale or lease of mineral  properties and the
purchase and lease of mineral exploration and mining equipment. The Registrant's
minerals  activity has been  conducted both  directly,  and  indirectly  through
various joint ventures with both  affiliated and  non-affiliated  entities.  The
Registrant  holds no mining claim interests.  The Registrant  intends to examine
opportunities  for the joint  venture to acquire  other  mineral  properties  or
interests therein, as warranted.

(a)(2)The  Registrant has not been involved in any  bankruptcy,  receivership or
similar proceedings in the last three fiscal years.

(a)(3)In  the last three  fiscal  years,  the  Registrant  did not engage in any
material  reclassification,  merger  or  consolidation,  nor did it  acquire  or
dispose of any material  amount of assets  otherwise than in the ordinary course
of business.

(b)   Business of Issuer.

(b)(1)During  the three most recent fiscal years, the Registrant has not had the
resources to explore mineral properties. The Registrant operates in one business
segment;  the  location,   acquisition,   exploration,   sale  or  lease  and/or
development of natural resource properties.

(b)(2)The  Registrant's  business  activities in the past have included its
participation  in the USECC Joint  Venture (a joint  venture with its  principle
shareholder,  U.S. Energy Corp. ("USE") a 26.7% shareholder of the Company,  and
USE's subsidiary,  Crested Corp.  ("Crested")),  and other affiliates of USE and
Crested.  The  Registrant  is no  longer  a party  to any  USECC  Joint  Venture
activities,  or other activities with USE or Crested  affiliates,  although such
Venture  provides  certain  management   services.   See  Item  6  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

(b)(3)There  has not  been a  public  announcement  of,  nor has the  Registrant
otherwise  publicized a new product or industry  segment which would require the
investment  of a  material  amount of the assets of the  Registrant,  or that is
otherwise material.

(b)(4)The  evaluation  and  acquisition  of  base  and  precious  metals  mining
properties and oil and gas properties is a highly  competitive  business.  There
are numerous companies involved in this business,  many of which are larger than
the Registrant.

(b)(5)The  Registrant's  business is not  dependent  upon the supply of raw
materials.

(b)(6)The  Registrant's  business  is not  dependent  upon any  single  or a few
customers;  during  the most  recently  completed  fiscal  year  the  Registrant
received all of its revenues from interest on cash assets.





<PAGE>




(b)(7)The Registrant holds no patents,  trademarks,  licenses,  franchises,
concessions,  royalty  agreements or labor  contracts and does not consider such
property rights to be important to its operations.

(b)(8)Mining  operations  are subject to statutory and agency  requirements
which address various issues, including (i) environmental permitting and ongoing
compliance  costs,  supervised by the EPA and state agencies (e.g., the Colorado
Department  of  Environmental  Quality),  for water and air  quality,  hazardous
waste, etc.; (ii) mine safety and OSHA generally;  (iii) wildlife (Department of
Interior  for  migratory  fowl if  attractive  standing  water  is  involved  in
operations);  and (iv) nuclear and radioactive materials (generally, the Nuclear
Regulatory Commission, which preempts state regulation in such matters).

The Registrant presently has no operations requiring government approval, and no
applications for any approval are pending or planned at date of filing.

(b)(9)Because  any mining  operations of the  Registrant  would be subject to at
least some of the  requirements  discussed in (b)(8) above,  the commencement of
such  operations  would be delayed  pending agency  approval (or a determination
that approval is not required  because of size,  etc.) or the project might even
be abandoned due to prohibitive costs (water treatment facilities for mine water
discharge might be too expensive for the projected cash flow from the property).

Generally,  the effect of current or probable  governmental  regulations  on the
Registrant  cannot be determined  until a specific  project is undertaken by the
Registrant.

(b)(10)The Registrant has made no direct expenditures for company-sponsored
research  and   development   activities,   nor  has  it  been   connected  with
customer-sponsored research and development projects.

(b)(11)Federal,  state and local  provisions  regulating  the  discharge of
material into the  environment,  or otherwise  relating to the protection of the
environment,  such  as  the  Clean  Air  Act,  Clean  Water  Act,  the  Resource
Conservation  and Recovery  Act, and the  Comprehensive  Environmental  Response
Liability Act ("Superfund") affect minerals operations. For mining operations in
Colorado,  applicable environmental regulation includes a permitting process for
mining  operations,  an  abandoned  mine  reclamation  program and a  permitting
program for industrial  development and siting.  Corresponding statutes exist in
most other  jurisdictions  and would be expected to affect any mining  operation
undertaken by the  Registrant.  Compliance  with these laws and any  regulations
adopted  thereunder  can make the  development  of mining  claims  prohibitively
expensive,  thereby  frustrating the sale or lease of properties,  or curtailing
profits or royalties  which might have been received  therefrom.  The Registrant
believes it is in compliance in all material  respects with all rules,  laws and
regulations  promulgated  by the  various  federal,  state  and  local  agencies
applicable  to  its  current  activities,  but it  cannot  anticipate  what  new
regulations  of this type might be proposed and adopted,  or what the  resulting
effect on its capital expenditures, earnings and competitive position may be.

(b)(12)The Registrant has no full-time employees.







<PAGE>



ITEM 2.  DESCRIPTION OF PROPERTY
         -----------------------
2(a)  Description of Property

Mineral Properties

None

Joint Venture Properties

The  Registrant  also owns a 25%  interest in a joint  venture,  which held
(until fiscal 1994) 168  unpatented  lode mining claims in the Colorado  Mineral
Belt.  The  remaining  joint  venturers  are USE,  Crested,  and certain  mining
exploration limited  partnerships,  and NUPEC Resources,  Inc. These claims were
abandoned in fiscal 1994, and the joint venture is inactive.

Other Properties

USE and Crested provide management  services to the Registrant for $500 per
month. Management services include managerial, legal, accounting, geological and
secretarial  services.  The  Registrant  has the use of the common  area of some
3,500  square  feet of the Glen L.  Larsen  Building,  owned by the USECC  Joint
Venture,  located at 877 North 8th West in Riverton,  WY. Those  facilities  are
adequate for the Registrant's executive offices.

2(b)  Investment Policies.  Not Applicable.

2(c)  Description of Real Estate and Operating Data.  Not Applicable.

ITEM 3.  LEGAL PROCEEDINGS.
         ------------------

The Registrant is not engaged in any legal proceedings.

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

No matters were submitted to the Registrant's  security holders during the final
quarter of the most recently completed fiscal year.





<PAGE>



                                     PART II

ITEM 5.  MARKET PRICE OF AND DIVIDENDS FOR THE REGISTRANT'S COMMON
         ----------------------------------------------------------
         STOCK AND RELATED SECURITY HOLDER MATTERS.
         ------------------------------------------

(a)(1)Market Information.

There is no established  trading market for the Registrant's  common stock,
which  trades  infrequently,  if at all,  in the  over-the-counter  market.  The
Registrant  has been  unable to  establish  that there was  trading in the stock
during the past two years or  determine  whether  any price  quotations  or sale
prices may have been provided during that period.

(b) The Registrant had approximately 2,500 record holders of its common stock at
August 6, 1999.

(c) The Registrant has paid no dividends with respect to its common stock. There
are no contractual restrictions on the Registrant's present or future ability to
pay dividends.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         ------------------------------------------------------------
         AND RESULTS OF OPERATIONS
         --------------------------

     The  following  is  management's  discussion  and  analysis of  significant
factors which have affected the Registrant's  liquidity,  capital  resources and
results of operations during the periods specified.

LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficit increased by $15,200 to $43,400 at May 31,
1999 as compared to $28,200 at May 31, 1998. The increase in the working capital
deficit was primarily a result of an increase of $16,700 in accounts  payable to
USECC Joint Venture. This increase was the result of a $6,000 management fee due
USECC for managerial,  legal,  accounting,  secretarial,  geologic and reporting
services and $10,700 in professional services,  supplies and other services paid
for the Company by USECC.

Commitments  for the  Company's  cash  resources  include  its  ongoing  general
administrative expenses and a management fee of $500 per month to USECC.

Sources  of  working  capital  are cash on hand and cash  invested  in  interest
bearing  accounts.  It is anticipated that the Company will not have any capital
expenditures  during fiscal 1999. The Company would need  additional  capital to
acquire and develop new properties, and continue operating long-term. Sources of
capital could come from either  liquidation of investment  assets,  equipment or
negotiation with USECC for a reduction to the payable amounts.  No assurance can
be given that such events will occur.

The  Company  has  assessed  all  relationships  with third  parties and through
consultation   therewith,   management  has  determined  that  all  third  party
relationships  are Year 2000 compatible.  Accordingly,  management  believes the
Year 2000  issue will not have a material  or  adverse  effect on the  Company's
business, results of operations, or financial condition.






<PAGE>



RESULTS OF OPERATIONS

Fiscal 1999 Compared with Fiscal 1998

The Company had no revenues from operations  during the years ended May 31, 1999
and May 31, 1998. The Company did, however, record $1,500 and $1,300 in interest
income earned on monies held in interest bearing accounts during the years ended
May 31, 1999 and May 31, 1998, respectively.

General and  administrative  costs  increased by $2,500  during fiscal 1999 from
fiscal  1998.  This  increase  in general  and  administrative  expenses  is due
primarily  to an increase in the cost of  professional  services  for the annual
audit.

The  Company's   operations  consist  primarily  of  administrative   activities
associated  with the preparation of various reports and documents as required by
law.

Operations  resulted in losses of $15,200 and $12,900 during the years ended May
31, 1999 and May 31, 1998, respectively.


ITEM 7.  FINANCIAL STATEMENTS
         --------------------

Financial statements meeting the requirements of Regulation S-B follow.






<PAGE>



                    Report of Independent Public Accountants


To The Shareholders of Ruby Mining Company:

We have  audited  the  accompanying  balance  sheet of RUBY  MINING  COMPANY  (a
Colorado  corporation)  as of May  31,  1999,  and  the  related  statements  of
operations,  shareholders' equity and cash flows for each of the two years ended
May 31, 1999. 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 that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Ruby Mining Company as of May
31, 1999,  and the results of its  operations and its cash flows for each of the
two years in the  period  ended  May 31,  1999,  in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements,  the Company has suffered recurring losses, has no current
operations  and  has a  significant  accumulated  deficit,  matters  that  raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note A. The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of asset carrying  amounts or the amount and  classification  of
liabilities  that might  result  should the  Company be unable to  continue as a
going concern.




ARTHUR ANDERSEN LLP

Denver, Colorado,
June 23, 1999






<PAGE>



                               RUBY MINING COMPANY

                                  BALANCE SHEET

                                  May 31, 1999

                                     ASSETS
<TABLE>

<S>                                                            <C>
CURRENT ASSETS:
    Cash and cash equivalents (Note B)                         $ 36,800
    Other assets                                                    300
                                                               --------
                                                                 37,100

INVESTMENTS (Notes B and C)                                      70,600

PROPERTY AND EQUIPMENT, at cost:
    Mining equipment                                             39,600
    Less:  accumulated depreciation                             (31,700)
                                                               ---------
                                                                  7,900
                                                               ---------
                                                               $115,600
                                                               =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Director fees payable (Note C)                             $ 10,400
    Accounts payable - affiliates                                70,100
                                                               --------
                                                                 80,500

SHAREHOLDERS' EQUITY:
    Common stock, $.001 par value;
      20,000,000 authorized shares;
       9,000,000 shares issued
       and outstanding,                                           9,000
    Additional paid-in capital                                  623,400
    Accumulated deficit                                        (589,000)
    Accumulated other comprehensive loss
      (Note C)                                                   (8,300)
                                                               ---------
                                                                 35,100
                                                               ---------
                                                               $115,600
                                                               =========

</TABLE>



  The accompanying notes to financial statements are an integral part of this
                                 balance sheet.




<PAGE>



                               RUBY MINING COMPANY

                            STATEMENTS OF OPERATIONS



                                                         Year Ended May 31,
                                                   -----------------------------
<TABLE>
<S>                                            <C>             <C>

                                                      1999               1998
                                                      ----               ----

REVENUES:
    Interest                                        $  1,500         $  1,300


COSTS AND EXPENSES:
    General and Administrative Expenses               16,700           14,200
                                                    --------         --------

NET LOSS                                            $(15,200)        $(12,900)
                                                    ========         ========

NET LOSS PER SHARE, BASIC AND DILUTED               $   *            $   *
                                                    ========         ========

BASIC WEIGHTED AVERAGE SHARES
    OUTSTANDING                                    9,000,000        9,000,000
                                                   =========        =========
</TABLE>


      *  Less than $.01 per share.



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




<PAGE>



                               RUBY MINING COMPANY

                        STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>

                                                   Additional                                  Accumulated         Total
                                  Common Stock       Paid-in    Comprehensive   Accumulated       Other         Shareholders-
                                Shares     Amount    Capital       Income         Deficit   Comprehensive Loss     Equity
                                ------     ------    -------       -----          -------   ------------------     ------

<S>                       <C>          <C>       <C>         <C>             <C>             <C>             <C>

Balance, May 31, 1997        9,000,000    $ 9,000   $623,400     $     -         $(560,900)      $ 51,600       $123,100

Comprehensive Income:
  Net Loss                        -           -         -           (12,900)       (12,900)           -          (12,900)
  Other Comprehensive Loss:
Unrealized holding
  loss on investments             -           -         -           (26,700)          -           (26,700)       (26,700)
                                                                    --------

Comprehensive Loss                -           -         -           (39,600)          -              -             -
                           -----------     -------  --------         -------       -------         ------         ------
Balance, May 31, 1998       9,000,000       9,000    623,400                      (573,800)        24,900         83,500

Comprehensive Income:
  Net Loss                        -           -         -           (15,200)       (15,200)           -          (15,200)
  Other Comprehensive Loss:
  Unrealized holding
  loss on investments             -           -         -           (33,200)         -            (33,200)       (33,200)

Comprehensive Loss                -           -         -        $  (18,000)         -               -             -
                            ----------      ------  --------                    -----------      ---------     ---------
                                                                 ===========
Balance, May 31, 1999        9,000,000      $9,000  $623,400                    $ (589,000)      $ (8,300)     $  35,100
                            ==========      ======  ========                    ===========      =========     =========
</TABLE>



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

                                       10


<PAGE>



                               RUBY MINING COMPANY

                            STATEMENTS OF CASH FLOWS


                                                       Year Ended May 31,
                                                --------------------------------
                                                    1999              1998
                                                    ----              ----
<TABLE>
<S>                                           <C>                <C>

      CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                                $(15,200)         $(12,900)

          Adjustments to  reconcile  net loss to
          net cash  provided by
          operating activities:
              Increase in accounts payable          16,700            14,200
                                                 ----------        ---------

      NET CASH PROVIDED BY
          OPERATING ACTIVITIES                       1,500             1,300
                                                 ----------        ---------

      NET INCREASE IN CASH
          AND CASH EQUIVALENTS                       1,500             1,300

      CASH AND CASH EQUIVALENTS AT
          BEGINNING OF PERIOD                       35,300            34,000
                                                -----------       ----------

      CASH AND CASH EQUIVALENTS AT
          END OF PERIOD                           $ 36,800          $ 35,300
                                                ===========       ==========

      SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY:

          Change in market
              value of investments                $(33,200)        $(26,700)
                                                ============      ==========
</TABLE>


No interest or income taxes were paid in the years ended May 31, 1999 and 1998.



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




<PAGE>





                               RUBY MINING COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 1999


      A.    BUSINESS ORGANIZATION AND GOING CONCERN

            Ruby Mining Company (the "Company") was incorporated in the State of
      Colorado on February 16, 1971, to engage in the  acquisition,  exploration
      and  development  and/or  sale or  lease  of  mineral  properties  and the
      purchase and lease of mineral exploration and mining equipment.

            The Company currently has no operating activities,  but continues to
      incur  losses  from  general  and   administrative   expenses  and  has  a
      significant accumulated deficit. Expenses are projected to exceed interest
      income again in 1999. Management continues to analyze the viability of the
      Company  and its  future.  There is  substantial  doubt as to whether  the
      Company  will  continue as a going  concern.  However,  the Company has no
      commitments  for  capital  expenditures  in the next  year and  management
      believes its available cash is sufficient to fund next year's obligations,
      primarily for general and administrative expenses.

      B.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Use of Estimates

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

      Property and Equipment

            The  Company  capitalizes  all  costs  related  to the  acquisition,
      exploration and development of mineral  properties.  Capitalized costs are
      charged to operations  when the properties are determined to have declined
      in value or have been abandoned.  The Company  currently has no operations
      or mineral properties.

            Depreciation  of mining  equipment is provided by the  straight-line
      method over the estimated  useful lives of the related assets.  All mining
      equipment  owned by the  Company  is fully  depreciated  with a  remaining
      salvage  value of  $4,900.  Other  remaining  assets  have a book value of
      $3,000.






<PAGE>


                               RUBY MINING COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 1999
                                   (continued)


New Accounting Standards

     The Financial  Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting  Comprehensive Income". SFAS No.
130 requires that all changes in equity, other than transactions with owners, be
reported  as   comprehensive   income  on  the   financial   statements.   Other
comprehensive  income  items  include  unrealized  losses on  available-for-sale
securities. The Company has adopted SFAS No. 130 during fiscal 1999.

     SFAS No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information,"  establishes  standards for reporting  information about operating
segments.  It also establishes standards for enterprise wide disclosures related
to geographic areas and major customers. The Company operates in one segment.

Investments

     Based on the  provisions  of Statement of  Financial  Accounting  Standards
("SFAS")  No. 115, the Company  accounts for  marketable  equity  securities  as
available-for-sale  securities.  Available-for-  sale securities are measured at
fair value at each reporting date, with net unrealized  holding gains and losses
excluded  from  earnings and reported as a separate  component of  shareholders'
equity until realized.

Net Loss Per Share, Basic and Diluted

     Net loss per share,  basic and  diluted,  is  computed  using the  weighted
average number of common shares outstanding during the period.

Cash and Cash Equivalents

     Amounts held by  depository  institutions  in demand  deposit  accounts are
considered  cash and cash  equivalents.  For purposes of the  statements of cash
flows, cash equivalents include all cash investments with original maturities of
three months or less.

Income Taxes

     The Company  accounts  for income  taxes in  accordance  with SFAS No. 109,
"Accounting for Income Taxes." This statement  requires  recognition of deferred
income  tax  assets  and   liabilities   for  the  expected  future  income  tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial  reporting  and tax bases of assets,  liabilities  and  carryforwards.
Deferred  tax assets  are then  reduced,  if deemed  necessary,  by a  valuation
allowance for any tax benefits which,  based on current  circumstances,  are not
expected to be realized.





<PAGE>


                               RUBY MINING COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 1999
                                   (continued)


C.    MARKETABLE EQUITY SECURITIES AND RELATED PARTY
      TRANSACTIONS

     U.S. Energy Corp., a 26.7% shareholder, and its subsidiary,  Crested Corp.,
provide certain  management and  administrative  services to the Company under a
management agreement.  Charges for these services were $6,000 per annum for 1999
and 1998.

     The  Company  has  accrued  fees of  $10,400  to be paid  to the  Board  of
Directors for services performed prior to 1990.

     The  Company's  investments  consist of  marketable  equity  securities  of
affiliated, but not controlled companies as follows:

                                                 May 31, 1999
                                         ------------------------------
<TABLE>
<S>                                   <C>               <C>

                                                                Fair
                                                               Market
                                            Cost               Value
                                          --------          -----------
U.S. Energy Corp.                         $ 51,200             $50,400
Crested Corp.                               27,700              20,200
                                          --------          ----------

                                          $ 78,900          $   70,600
                                          ========          ==========
</TABLE>


     The  aggregate  fair  market  value  of the  marketable  equity  securities
decreased  $33,200  from  June  1,  1998  to May 31,  1999.  The  net  aggregate
unrealized holding loss on investments at May 31, 1999 was $8,300.





<PAGE>


                               RUBY MINING COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 1999
                                   (continued)

D.    INCOME TAXES

     There were no taxes currently  payable at May 31, 1999. The following table
reconciles  the Company's  effective  income taxes to statutory  federal  income
taxes:

                                                    May 31,
                                         --------------------------
<TABLE>
<S>                                   <C>             <C>

                                           1999             1998
   Federal income tax benefit
      at statutory rates                 $(5,200)         $(4,400)
   Less valuation allowance                5,200            4,400
                                          -------          ------

   Effective tax                         $  --            $  --
                                          =======          =======
</TABLE>


     As of May 31,  1999,  the  Company had net  operating  loss  ("NOL")  carry
forwards  available of approximately  $312,700 which began to expire in 1998 and
will continue through 2014.

   The components of deferred taxes as of May 31, 1999 are as follows:

   Deferred tax assets:
      Tax effect of NOL carry forwards             $  106,300
      Valuation allowance                            (106,300)
                                                   -----------

      Net deferred tax asset                       $    --
                                                   ===========

     The Company has  established  a valuation  allowance for the full amount of
the NOL carryforwards because, in its present non-operating state, the Company's
ability to generate  future taxable income is uncertain.  The deferred tax asset
and the related valuation allowance decreased approximately $12,800 from May 31,
1998 due to the expiration of the 1983 NOL.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            -------------------------------------------------
            ACCOUNTING AND FINANCIAL DISCLOSURE.
            ------------------------------------

Not applicable.






<PAGE>







                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
         ---------------------------------------------------

(a)(1)(2)Identification of Directors and Executive Officers.

Members of the Registrant's  Board of Directors are elected to hold office until
the next annual meeting of shareholders  and until their  successors are elected
or appointed  and  qualified.  Officers are  appointed by the Board of Directors
until a successor  is elected and  qualified  or until  resignation,  removal or
death. The Registrant's executive officers and directors are listed below:
<TABLE>
<S><C>                <C>         <C>


             NAME            AGE       POSITION AND TENURE
             ----            ---       -------------------

      John L. Larsen         68        CEO, President, Treasurer and a Director
                                       since February 1971.

      Harold F. Herron       46        Assistant Secretary since August 1979,
                                       Director since July 1980 and Secretary
                                       since May 1991.

      George F. Smith        64        Vice President and Director since
                                       May 1986.
</TABLE>

No  arrangement  exists  between any of the above  officers  and  directors
pursuant  to  which  any one of those  person  was  elected  to such  office  or
position.

(a)(4)Business Experience.  John L. Larsen has been principally employed as
chief executive officer of the Registrant's principal shareholder, USE, for more
than six years.  Harold F. Herron had been  employed as President of The Brunton
Company  ("Brunton"),  a  former  subsidiary  of USE  and  now is  president  of
Environmental  Technologies,  a wholly owned  subsidiary of USE. George F. Smith
has been principally employed as operations manager for USE and Crested for more
than the past six years.

(a)(5)Directorships.  John L. Larsen is also a director of USE and Crested.
Mr. Herron is also a director of USE and Northwest  Gold, Inc.  Messrs.  Larsen,
Herron and Smith hold no other directorships of any other companies with a class
of securities  registered pursuant to Section 12 of the Exchange Act or that are
subject to the  requirements  of Section  15(d) of such Act,  or of any  company
registered as an investment company under the Investment Company Act of 1940.

(b)   Identification of Certain Significant Employees.

      Not applicable.






<PAGE>





(c)   Family Relationships.

      Harold F. Herron is John L. Larsen's son-in-law.

(d)   Involvement in Certain Legal Proceedings.

     During the past five  years,  no  director,  person  nominated  to become a
director, or executive officer of Registrant:
(1) has filed or had filed against him, a petition under the federal  bankruptcy
law or any state  insolvency  law,nor has any court  appointed a receiver,
fiscal agent or similar  officer by or against  any  business  of which  such
person  was a  general  partner,  or any corporation or business  association of
which he was an executive officer within two years before the time of such
filing;

(2) was convicted in a criminal  proceeding or is the named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);

(3)  was the  subject  of any  order,  judgment,  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining,  barring  or  suspending  him from,  or
otherwise  limiting  his  involvement  in, any type of business,  securities  or
banking activities, or

(4) was found by a court of competent  jurisdiction  in a civil action or by the
Securities and Exchange  Commission or the Commodity Futures Trading  Commission
to have  violated any federal or state  securities or  commodities  law, and the
judgment  in such  civil  action  or  finding  by the  Commission  has not  been
subsequently reversed, suspended or vacated.

Based upon a review of Forms 3 and 4  furnished  to the  Registrant  pursuant to
Rule 16a-3(e) since June 1, 1996 and written representations referred to in Item
405(b)(2)(i) of Regulation  S-K, no directors,  officers,  beneficial  owners of
more than ten percent of the  Registrant's  common  stock,  or any other  person
subject  to Section 16 of the  Exchange  Act failed for the period  from June 1,
1998 through May 31, 1999,  to file on a timely basis,  the reports  required by
Section 16(a) of the Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION
         ----------------------
No executive officer of the Registrant received aggregate cash compensation from
the Registrant in excess of $100,000 during the  Registrant's  last fiscal year.
The  following  table  contains   information  with  respect  to  the  aggregate
compensation  accrued by the  Registrant for the last two fiscal years ended May
31, 1999, to the chief executive officer:

                       SUMMARY COMPENSATION TABLE(i)(ii)

                                                   Annual Compensation
Name and Principal Position                   Year       Salary       Bonus
---------------------------                   ----       ------       -----
John L. Larsen, CEO                           1999         -0-         -0-
                                              1998         -0-         -0-






<PAGE>





(i) During fiscal 1999, no cash compensation was paid to the executive officers.

(ii) The USECC Joint Venture provides management and administrative  services to
the Registrant for a monthly fee of $500.

No cash bonuses were paid by the  Registrant to the group of persons  identified
in paragraph (a) of Item 9, during the year.

Minimum director fees of $1,500 are owed to the group of individuals  identified
in paragraph  (a) of Item 9, for services  during each fiscal year  ($10,400 for
periods  prior to June 1,  1989).  However,  the  directors  have not  requested
payment to this date.  It is  anticipated  they will  continue to forgo  payment
until the Company has sufficient revenues.

The  Registrant  does not  have any  annuity,  pension,  retirement,  incentive,
deferred  compensation  plans, stock option or stock appreciation  rights plans,
employment  contracts or arrangements  whereby any of its executive  officers or
directors have been paid or may receive compensation from the Registrant.

Alternative Pension Plan Disclosure:  The Registrant has no defined benefit
or actuarial pension plans.

(c)   Option/SAR Grants.

      The Registrant has no stock option or stock appreciation rights plans.

(d)   Aggregated Option/SAR Exercise and Fiscal Year-End Option/SAR Value.

      Not Applicable.

(e)   Long Term Incentive Plan ("LTIP") Awards.

      Not Applicable.

(f) Compensation of Directors.

(1) Standard  Arrangements:  The Registrant is obligated to pay each member
of the Board  directors'  fees of $500 per year and $100 per  meeting  attended,
together with reasonable travel and lodging expenses.  As discussed above, these
fees have been waived by the directors.

(2) Other arrangements:  There were no other arrangements  pursuant to which any
director of the Registrant was compensated for services as a director during the
fiscal year.

(g)  Employment  Contracts  and  Termination  of  Employment  and Change in
Control Arrangements.






<PAGE>





The Registrant has no compensatory plan or arrangement,  nor are any payments to
be received from the  Registrant,  with respect to any  individual  named in the
Table at Item  11(b) for the latest or the next  preceding  fiscal  year,  which
compensation  results or will result  from the  resignation,  retirement  or any
other termination of such individual's  employment with the Registrant or from a
change in the individual's  responsibilities  following a change in control,  in
which the amount  involved,  including  all periodic  payments or  installments,
exceeds $100,000.

ITEM 11     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            ---------------------------------------------------
            MANAGEMENT.
            -----------
(a)   Security Ownership of Certain Beneficial Owners.

The  following  table  shows  the  holder  known  by  the  Registrant  to be the
beneficial owner of more than five percent of the  Registrant's  common stock as
of report date.

                                                    Amount and
                                                    nature of
                     Name and address               beneficial      Percent
Title of Class       of beneficial owner            ownership       of class
--------------       -------------------            ----------      --------
Common stock,        U.S. Energy Corp.              2,400,000         26.7%
$.001 par value      Glen L. Larsen Building
                     877 North 8th West
                     Riverton, WY 82501

The listed holder  exercises sole voting and  investment  powers over the shares
set forth opposite its name.

(b)   Security Ownership of Management.

The following  table shows,  as of August 6, 1999 ownership by the  Registrant's
officers  and  directors,  individually  and as a group,  of  securities  of the
Registrant and its parent, USE.






<PAGE>






                                                    Amount and
                                                    nature of
Name and address                                    beneficial     Percent
of beneficial owner       Title of Class            ownership      of class(2)
-------------------       --------------            ----------     -----------
John L. Larsen            Ruby Mining Company      2,400,000(3)       26.7%
201 Hill Street           common stock, $.001
Riverton, WY  82501       par value

Harold F. Herron          Ruby Mining Company      2,400,400(3)       26.7%
3425 Riverside Drive      common stock, $.001
Riverton,  WY  82501      par value

George F. Smith           Ruby Mining Company          -0-             0.0%
1602 East Pershing        common stock, $.001
Riverton, WY  82501       par value

All officers and          Ruby Mining Company      2,400,400(3)       26.7%
directors as a group      common stock, $.001
(three persons)           par value

(1)  Except as  otherwise  noted the listed  executive  officer  exercises  sole
dispositive and voting powers over the shares set forth opposite his name.

(2) Percent of class is computed by dividing  the number of shares  beneficially
owned plus any options held by the reporting  person or group,  by the number of
shares  outstanding plus the shares  underlining  options held by that person or
group.

(3) John L.  Larsen and Harold F. Herron are two of seven  directors  of USE and
accordingly  share the dispositive and voting power over the 2,400,000 shares of
the Registrant's stock held by USE, with the remaining directors of USE.

(c) The  Registrant  is not aware of any pledge of its  securities  or any other
arrangement  which may at a subsequent date result in a change in control of the
Registrant.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
            -----------------------------------------------
(a)(b)Transactions with Management and Others.

Since  June 1,  1997  there  were no  transactions  and  there  are no  proposed
transactions  in which the  amount  involved  exceeds  $60,000  and in which any
executive  officer,  nominee or director of the Registrant,  any security holder
who is known by the Registrant to hold of record or beneficially  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  person,  had or will have a direct or
indirect material interest.






<PAGE>





(c)   Principle Shareholder Ownership.

USE is the  principle  shareholder  of the  Registrant  and  holds  26.7% of the
Registrant's common stock.

(d)   Transactions with Promoters.

      Not applicable.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.
            ---------------------------------
(a)   Exhibits Required to be Filed:

      3.1   Articles of Incorporation...................................   [1]

      3.2   Amendment to Articles of Incorporation......................   [1]

      3.3   By-Laws.....................................................   [1]

     10.1   Joint Venture Agreement -
            USE, Crested, NUPEC and Registrant..........................   [2]

      [1]   Incorporated  by  reference  from the like  numbered  exhibit to the
            Registrant's  Annual  Report on Form 10-K for the year ended May 31,
            1991.

      [2]   Incorporated  by  reference  from the  exhibit  to the  Registrant's
            November 30, 1990, Quarterly Report on Form 10-Q.

(b) Reports filed on Form 8-K.

            During the fourth  quarter of the last fiscal year,  the  Registrant
            did not file any reports on Form 8-K.






<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, hereunto duly authorized.

                                          RUBY MINING COMPANY
                                          (Registrant)



Date: August 6, 1999    By:          s/ John. L. Larsen
                                     -------------------------------------------
                                        JOHN L. LARSEN,
                                        Chief Executive Officer


Pursuant  to the  requirements  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.



Date: August 6, 1999    By:           s/ John L. Larsen
                                     ------------------------------------------
                                         JOHN L. LARSEN, Director



Date: August 6, 1999    By:          s/ George F. Smith
                                     -------------------------------------------
                                        GEORGE F. SMITH, Director



Date: August 6, 1999    By:          s/ Harold F. Herron
                                     -------------------------------------------
                                        HAROLD F. HERRON, Director



Date: August 6, 1999    By:          s/ Robert Scott Lorimer
                                     -----------------------
                                        ROBERT SCOTT LORIMER, Principal
                                        Financial Officer and Chief Accounting
                                        Officer

<PAGE>