U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           Form 10-KSB
(Mark One)
X____Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended May 31, 1998.

_____Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____.

Commission File No:   0-21951

                    BUFFALO CAPITAL III, LTD.
             (Name of small business in its charter)

     Colorado                       84-1356383
__________________________________________________________
(State or other                            (IRS Employer Identification
jurisdiction of Incorporation)                        No.)

                      7331 S. Meadow Court
__________________________________________________________
    Address of Principal Executive Office (street and number)

                     Boulder, Colorado 80301
__________________________________________________________
                    City, State and Zip Code

(Issuer's telephone number:  (303)530-3353

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

                       Title of each class
__________________________________________________________
                               N/A

Securities to be registered under Section 12(g) of the Act:

                   Common Stock, no par value
                        (Title of Class)

            Class A Warrants to Purchase Common Stock
                        (Title of Class)

            Class B Warrants to Purchase Common Stock
                        (Title of class)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 ____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of 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. ___

State issuer's revenue for its most recent fiscal year: $  -0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in
Rule 12b-2): -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years)
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____ 
No ____

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  1,260,000 as of July 15, 1998.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification
purposes.


                             PART I

ITEM 1.    DESCRIPTION OF BUSINESS.

General

    The Company was incorporated under the laws of the State of
Colorado on August 28, 1996, and is in the early developmental and
promotional stages.  To date the Company's only activities have been
organizational ones, directed at the raising of capital, and preliminary
efforts to seek one or more properties or businesses for acquisition. 
The Company has not commenced any commercial operations.  The
Company has no full-time employees and owns no real estate.

    The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses.  Such an
acquisition may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership.  The Company has very
limited capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity.  The Company
intends to seek opportunities demonstrating the potential of long-term
growth as opposed to short-term earnings.

    As of the end of its fiscal year ending May 31, 1998, the
Company has not identified any business opportunity that it plans to
pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.  During the
fiscal year ending May 31, 1998, the Company's officers and directors
had preliminary contacts with representatives of numerous companies
concerning the general possibility of a merger or acquisition by an
entity like the Company, whose shares are registered under the
Securities Exchange Act of 1934.  However, none of these preliminary
contacts or discussions resulted in any type of agreement.

    It is anticipated that the Company's officers and directors will
continue to initiate contacts with securities broker-dealers and other
persons engaged in other aspects of corporate finance to advise them
of the Company's existence and to determine if the companies or
businesses they represent have an interest in considering a merger or
acquisition with the Company.  No assurance can be given that the
Company will be successful in finding or acquiring a desirable
business opportunity, given the limited funds that are expected to be
available for acquisitions, or that any acquisition that occurs will be on
terms that are favorable to the Company or its stockholders.

    The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public
corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ or on
an exchange such as the American or Pacific Stock Exchange.  (See
"Investigation and Selection of Business Opportunities.")  The
Company anticipates that the business opportunities presented to it will
(i) be recently organized with no operating history, or a history of
losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of
funds to develop a new product or service or to expand into a new
market; (iv) be relying upon an untested product or marketing concept;
or (v) have a combination of the characteristics mentioned in (i)
through (iv).  The Company intends to concentrate its acquisition
efforts on properties or businesses that it believes to be undervalued. 
Given the above factors, investors should expect that any acquisition
candidate may have a history of losses or low profitability.

    The Company does not propose to restrict its search for in-
vestment opportunities to any particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent of
its limited resources.  This includes industries such as service, finance,
natural resources, manufacturing, high technology, product
development, medical, communications and others.  The Company's
discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions,
and other factors.

    As a consequence of the Company's registration of its securities
under the Securities Exchange Act of 1934, any entity which has an
interest in being acquired by the Company is expected to be an entity
that desires to become a public company as a result of the transaction. 
In connection with such an acquisition, it is highly likely that an
amount of stock constituting control of the Company would be issued
by the Company or purchased from the Company's current principal
shareholders by the target entity or its controlling shareholders.

    It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and
directors, its other stockholders, professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited
proposals.  The Company has no plans, understandings, agreements, or
commitments with any individual for such person to act as a finder of
opportunities for the Company.

Investigation and Selection of Business Opportunities

    To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality
of the other company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of
technological changes, and numerous other factors which are difficult,
if not impossible, to analyze through the application of any objective
criteria.  In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the
potential for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other
changes.  Because of the lack of training or experience of the
Company's management, the Company will be dependent upon the
owners of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of,
required changes.  Because the Company may participate in a business
opportunity with a newly organized firm or with a firm which is
entering a new phase of growth, it should be emphasized that the
Company will incur further risks, because management in many
instances will not have proved its abilities or effectiveness, the
eventual market for such company's products or services will likely
not be established, and such company may not be profitable when
acquired.

    It is anticipated that the Company will not be able to diversify,
but will essentially be limited to one such venture because of the
Company's limited financing.  This lack of diversification will not
permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an
adverse factor affecting any decision to purchase the Company's
securities.

    It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal
to the stockholders for their consideration.  Company management
does not generally anticipate that it will provide holders of the
Company's securities with financial statements, or any other
documentation, concerning a target company or its business prior to
any merger or acquisition.  In some instances, however, the proposed
participation in a business opportunity may be submitted to the
stockholders for their consideration, either voluntarily by Company
management which elects to seek the stockholders' advice and consent,
or because state law so requires.

    The analysis of business opportunities will be undertaken by or
under the supervision of the Company's executive officers and
directors.  Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the
investigation and selection of business opportunities, and in that event,
might pay a finder's fee.  Since Company management has no current
plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have
been adopted regarding use of such consultants or advisors, the criteria
to be used in selecting such consultants or advisors, the services to be
provided, the term of service, or regarding the total amount of fees
that may be paid.  However, because of the limited resources of the
Company, it is likely that any such fee the Company agrees to pay
would be paid in stock and not in cash.  Otherwise, the Company
anticipates that it will consider, among other things, the following
factors:

    (a)  Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

    (b)  Competitive position as compared to other companies of
similar size and experience within the industry segment as well as
within the industry as a whole;

    (c)  Strength and diversity of existing management, or
management prospects that are scheduled for recruitment;

    (d)  Capital requirements and anticipated availability of
required funds, to be provided from operations, through the sale of
additional securities, through joint ventures or similar arrangements, or
from other sources;

    (e)  The cost of participation by the Company as compared to
the perceived tangible and intangible values and potential;

    (f)  The extent to which the business opportunity can be
advanced;

    (g)  The Company's perception of how any particular business
opportunity will be received by the investment community and by the
Company's stockholders;

    (h)  The accessibility of required management expertise,
personnel, raw materials, services, professional assistance, and other
required items; and

    (i)  Whether the financial condition of the business opportunity
would be, or would have a significant prospect in the foreseeable
future to become, such as to permit the securities of the Company,
following the business combination, to qualify to be listed on an
exchange or on a national automated securities quotation system, such
as NASDAQ, so as to permit the trading of such securities to be
exempt from the requirements of Rule 15c2-6 recently adopted by the
Securities and Exchange Commission.  See "Risk Factors - The
Company - Regulation of Penny Stocks."

    In regard to the last criterion listed above, the current standards
for NASDAQ listing include, among other things, the requirements
that the issuer of the securities that are sought to be listed have net
tangible assets of at least $4,000,000, or a market capitalization of at
least $50,000,000, or net income in its latest fiscal year of not less
than $750,000.  Many, and perhaps most, of the business opportunities
that might be potential candidates for a combination with the Company
would not satisfy the NASDAQ listing criteria.  To the extent that the
Company seeks potential NASDAQ listing, therefore, the range of
business opportunities that are available for evaluation and potential
acquisition by the Company would be significantly limited.

    In applying the criteria listed above, no one of which will be
controlling, management will attempt to analyze all factors appropriate
to the opportunity and make a determination based upon reasonable
investigative measures and available data.  Potentially available
business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
extremely difficult and complex.  Potential investors must recognize
that, because of the Company's limited capital available for
investigation and management's limited experience in business
analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

    The Company is unable to predict when it may participate in a
business opportunity and it has not established any deadline for
completion of a transaction.  It expects, however, that the process of
seeking candidates, analysis of specific proposals and the selection of a
business opportunity may require several additional months or more.

    Prior to making a decision to participate in a business op-
portunity, the Company will generally request that it be provided with
written materials regarding the business opportunity containing such
items as a description of product, service and company history;
management resumes; financial information; available projections, with
related assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions
between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements or an indication that
audited statements will be available within sixty (60) days following
completion of a merger transaction; and other information deemed
relevant.

    As part of the Company's investigation, the Company's
executive officers and directors may meet personally with management
and key personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided,
check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

    Company management believes that various types of potential
merger ar acquisition candidates might find a business combination
with the Company to be attractive.  These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising equity capital through the
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be assistance
in that process.  Acquisition candidates which have a need for an
immediate cash infusion are not likely to find a potential business
combination with the Company to be an attractive alternative.

Form of Acquisition

    It is impossible to predict the manner in which the Company
may participate in a business opportunity.  Specific business
opportunities will be reviewed as well as the respective needs and
desires of the Company and the promoters of the opportunity and,
upon the basis of that review and the relative negotiating strength of
the Company and such promoters, the legal structure or method
deemed by management to be suitable will be selected.  Such structure
may include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization.  Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization.  In addition, the present management and stockholders of
the Company most likely will not have control of a majority of the
voting shares of the Company following a reorganization transaction. 
As part of such a transaction, the Company's directors may resign and
new directors may be appointed without any vote by stockholders.

    It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company.  Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called
"tax free" reorganization under the Internal Revenue Code of 1986,
depends upon the issuance to the stockholders of the acquired company
of up to 80% of the common stock of the combined entities immedi-
ately following the reorganization.  If a transaction were structured to
take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's
stockholders in such circumstances would retain in the aggregate 20%
or less of the total issued and outstanding shares.  This could result in
substantial additional dilution in the equity of those who were
stockholders of the Company prior to such reorganization.  Any such
issuance of additional shares might also be done simultaneously with a
sale or transfer of shares representing a controlling interest in the
Company by the current officers, directors and principal shareholders.
(See "Description of Business - General").

    It is anticipated that any securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available,
from registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either at
the time the transaction is consummated, or under certain conditions or
at specified times thereafter.  The issuance of substantial additional
securities and their potential sale into any trading market that might
develop in the Company's securities may have a depressive effect upon
such market.

    The Company will participate in a business opportunity only
after the negotiation and execution of a written agreement.  Although
the terms of such agreement cannot be predicted, generally such an
agreement would require specific representations and warranties by all
of the parties thereto, specify certain events of default, detail the terms
of closing and the conditions which must be satisfied by each of the
parties thereto prior to such closing, outline the manner of bearing
costs if the transaction is not closed, set forth remedies upon default,
and include miscellaneous other terms.

    As a general matter, the Company anticipates that it will enter
into a letter of intent with the management, principals or owners of a
prospective business opportunity prior to signing a binding agreement. 
Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind either the Company or the business
opportunity to consummate the transaction.  Execution of a letter of
intent will by no means indicate that consummation of an acquisition
is probable.  Neither the Company nor the business opportunity will be
bound to consummate the acquisition unless and until a definitive
agreement concerning the acquisition as described in the preceding
paragraph is executed.  Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should
either party elect to exercise any right provided in the agreement to
terminate it on specified grounds.

    It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others.  If a decision is made not to
participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. 
Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate
future time may make it impossible to procure goods and services.

Competition

    The Company expects to encounter substantial competition in
its efforts to locate attractive opportunities, primarily from business
development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies,
small investment companies, and wealthy individuals.  Many of these
entities will have significantly greater experience, resources and
managerial capabilities than the Company and will therefore be in a
better position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from
other public "blind pool" companies, many of which may have more
funds available than does the Company.

Administrative Offices

    The Company currently maintains a mailing address at 7331 S.
Meadow Court, Boulder, Colorado 80301, which is the office address
of its President.  The Company's telephone number there is (303) 530-
3353.  Other than this mailing address, the Company does not
currently maintain any other office facilities, and does not anticipate
the need for maintaining office facilities at any time in the foreseeable
future.  The Company pays no rent or other fees for the use of this
mailing address.

Employees

    The Company is a development stage company and currently
has no employees.  Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anti-
cipate a need to engage any full-time employees so long as it is
seeking and evaluating business opportunities.  The need for em-
ployees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.  No remuneration will be paid to the Company's officers
except as set forth under "Executive Compensation" and under "Certain
Relationships and Related Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.  Except for historical matters,
the matters discussed in this Form 10-KSB are forward-looking
statements based on current expectations, and involve risks and
uncertainties.  Forward-looking statements include, but are not limited
to, statements under the following headings:

    (i)    "Description of Business - General" - the general
description of the Company's plan to seek a merger or acquisition
candidate, and the types of business opportunities that may be pursued.

    (ii)   "Description of Business - Investigation and Selection of
Business Opportunities" - the steps which may be taken to investigate
prospective business opportunities, and the factors which may be used
in selecting a business opportunity.

    (iii)  "Description of Business - Form of Acquisition" - the
manner in which the Company may participate in a business
acquisition.

    The Company wishes to caution the reader that there are many
uncertainties and unknown factors which could affect its ability to
carry out its business plan in the manner described herein.

ITEM 2.    DESCRIPTION OF PROPERTY.

    The Company currently maintains a mailing address at 7331 S.
Meadow Court, Boulder, Colorado 80301, which is the address of its
President.  The Company pays no rent for the use of this mailing
address, however, for financial statement purposes, the Company is
accruing $50 per month as additional paid-in capital for this use.  The
Company does not believe that it will need to maintain an office at
any time in the foreseeable future in order to carry out its plan of
operations described herein.  The Company's telephone number is
(303) 530-3353.

    The Company currently has no investments in real estate, real
estate mortgages, or real estate securities, and does not anticipate
making any such investments in the future.  However, the policy of the
Company with respect to investment in real estate assets could be
changed in the future without a vote of security holders.

ITEM 3.    LEGAL PROCEEDINGS.

    The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

    No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of
the Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.

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

    No matters were submitted to a vote of the security holders of
the Company during the fourth quarter of the fiscal year which ended
May 31, 1998.

                             Part II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

    Although the Company's shares have been approved for trading
on the OTC Bulletin Board since approximately April 15, 1998, under
the trading symbol "BUFG," no actual trading of such shares has
occurred and no bid or asked prices have been posted.  It is not
anticipated that any actual trading activity will occur until the
Company has completed a merger or acquisition transaction.  The
Company's securities are currently held of record by a total of
approximately 61 persons.

    No dividends have been declared or paid on the Company's
securities, and it is not anticipated that any dividends will be declared
or paid in the foreseeable future.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.

    The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity other than the receipt of proceeds in
the amount of $7,500 from its inside capitalization funds, and the
expenditure of such funds in furtherance of the Company's business
plan, including primarily expenditure of funds to pay legal and
accounting expenses.  Consequently, the Company's balance sheet for
the fiscal year ended May 31, 1998, reflects a current asset value of
$103 in the form of cash, and a total asset value of $298.

Results of Operations

    During the period from August 28, 1996 (inception) through
May 31, 1998, the Company has engaged in no significant operations
other than organizational activities, acquisition of capital, preparation
and filing of the registration of its securities under the Securities
Exchange Act of 1934, as amended, compliance with its periodical
reporting requirements, and efforts to locate a suitable merger or
acquisition candidate.  No revenues were received by the Company
during this period.

    For the fiscal year ending May 31, 1999, the Company
anticipates incurring a loss as a result of expenses associated with
compliance with the reporting requirements of the Securities Exchange
Act of 1934, and expenses associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not
generate revenues.  It may also continue to operate at a loss after
completing a business combination, depending upon the performance
of the acquired business.

Need for Additional Financing

    The Company will require additional capital in order to meet
its cash needs for the next year, including the costs of compliance with
the continuing reporting requirements of the Securities Exchange Act
of 1934, as amended.

    No specific commitments to provide additional funds have been
made by management or other stockholders, and the Company has no
current plans, proposals, arrangements or understandings with respect
to the sale or issuance of additional securities prior to the location of a
merger or acquisition candidate.  Accordingly, there can be no
assurance that any additional funds will be available to the Company
to allow it to cover its expenses.  Notwithstanding the foregoing, to the
extent that additional funds are required, the Company anticipates
receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities,
or through the private placement of restricted securities rather than
through a public offering.  The Company does not currently
contemplate making a Regulation S offering.

    The Company may also seek to compensate providers of
services by issuances of stock in lieu of cash.  For information as to
the Company's policy in regard to payment for consulting services, see
"Certain Relationships and Transactions."

    Year 2000 issues are not currently material to the Company's
business, operations or financial condition, and the Company does not
currently anticipate that it will incur any material expenses to
remediate Year 2000 issues it may encounter.  However, Year 2000
issues may become material to the Company following its completion
of a business combination transaction.  In that event, the Company will
be required to adopt a plan and a budget for addressing such issues.

ITEM 7.    FINANCIAL STATEMENTS.

    See following pages.<PAGE>
BUFFALO CAPITAL III, LTD.
(A Development Stage Company)


Report of Independent Certified Public Accountant
Balance Sheet
Statement of Loss and Accumulated Deficit
Statement of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors and Stockholders of
Buffalo Capital III, Ltd.

We have audited the accompanying balance sheet of Buffalo Capital
III, Ltd. (a development stage company) as of May 31, 1998, and the
related statement of loss and accumulated deficit, stockholders' equity
(deficit), and cash flows for each of the two years then ended, and for
the period from inception (August 28, 1996) to May 31, 1998.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit 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 audit provides 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 Buffalo Capital
III, Ltd. as of May 31, 1998, and the results of its operations, changes
in stockholders' equity (deficit) and cash flows for each of the two
years then ended and for the period from inception (August 28, 1996)
to May 31, 1998, in conformity with generally accepted accounting
principles.


Comiskey & Company, P.C.
Denver, Colorado
June 18, 1998<PAGE>
BUFFALO CAPITAL III, LTD.
(A Development Stage Company)
BALANCE SHEET
May 31, 1998

<TABLE>
<CAPTION>

<S>                                  <C>
ASSETS
CURRENT ASSETS
 Cash and cash equivalents           103
 Total current assets                103

OTHER ASSETS
 Organizational costs (net)          195

TOTAL ASSETS                         298

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable - related
 party                               323
 Total current liabilities           323

STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred stock, no par value
  10,000,000 shares authorized;
  no shares issued and outstanding
 Common stock, no par value;           -
  100,000,000 shares authorized;
  1,260,000 shares issued and
  outstanding                      7,500
 Additional paid-in capital       68,586
 Deficit accumulated
 during the development stage   (76,111)
                                    (25)
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                    298
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BUFFALO CAPITAL III, LTD.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
                      Period from        For the             For the
                   August 28, 1996       year                year
                   (Inception) to        ended               ended
                       May 31, 1998      May 31, 1998        May 31, 1997
<S>                           <C>           <C>                  <C>

REVENUES
 Investment Income              -             -                    -


EXPENSES
 Amortization                 105            60                   45
 Bank charges                  32            32                  (6)
 Consulting Fees           62,800         3,000               59,760
 Directors' fees              200             -                    -
 Filing Fee                    55             -                   55
 Legal and accounting      10,608         7,197                3,306
 Office Expense             1,261         1,258                    3
 Rent Expense               1,050           600                  450

   Total expenses          76,111        12,147               63,613

NET LOSS                 (76,111)      (12,147)             (63,613)

Accumulated deficit

 Balance, beginning of period   -      (63,964)                (351)
 Balance, end of period  (76,111)      (76,111)             (63,964)

NET LOSS PER SHARE        (0.219)           (0.150)             (0.474)

WEIGHTED AVERAGE NUMBER
OF SHARES
OUTSTANDING               347,606       507,205              135,000
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BUFFALO CAPITAL III, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the period from inception (August 28, 1996) to May 31, 1998
(Page 1 of 2)
<TABLE>
<CAPTION>

                          Common Stock                       Additional
                          Number of                          Paid-in
                          shares          Amount             Capital
<S>                           <C>           <C>                  <C>

Common stock issued for
cash and subscriptions,
receivable, August 1996
at $.50 per share          15,000         7,500                    -

Common stock issued for
services, August 1996
at $.0001 per share     2,400,000             -                  240

Shares cancelled      (2,280,000)             -                    -

Rent and services
 provided at no charge          -             -               60,210

Net loss for the period
ended May 31, 1997              -             -                    -

Balance
May 31, 1997              135,000         7,500               60,450

Shares cancelled         (12,000)             -                    -

Share issued in 10 for 1
 stock split            1,107,000             -                    -

Common stock issued for
 services, February 1998
 at $.10 per share         30,000             -                3,000

Record expenses paid by
 shareholders                   -             -                4,536

Rent provided at no
 charge                         -             -                  600

Net loss for the period
ended May 31, 1998              -             -                    -

Balance May 31, 1998    1,260,000         7,500               68,586
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>

BUFFALO CAPITAL III, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the period from inception (August 28, 1996) to May 31, 1998
(Page 2 of 2)

<TABLE>
<CAPTION>
                                 Deficit
                                 accumulated
                                 during the           Total
                                 development          stockholder
                                 stage                equity
<S>                              <C>                  <C>

Common stock issued for
cash and subscriptions,
receivable, August 1996
at $.50 per share               -                       7,500

Common stock issued for
services, August 1996
at $.0001 per share             -                         240

Shares cancelled                -                           -

Rent and services
 provided at no charge          -                      60,210

Net loss for the period
ended May 31, 1997       (63,964)                    (63,964)

Balance
May 31, 1997             (63,964)                       3,986

Shares cancelled                -                           -

Share issued in 10 for 1
 stock split                    -                           -

Common stock issued for
 services, February 1998
 at $.10 per share              -                       3,000

Record expenses paid by
 shareholders                   -                       4,536

Rent provided at no
 charge                         -                         600

Net loss for the period
ended May 31, 1998       (12,147)                    (12,147)

Balance May 31, 1998     (76,111)                        (25)
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BUFFALO CAPITAL III, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                            Period from
                        August 28, 1996         For the               For the
                         (Inception) to         year ended            year ended
                           May 31, 1998         May 31, 1998          May 31, 1997
<S>                                 <C>            <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES

 Net Loss                      (76,111)       (12,147)                (63,964)
 Adjustments to reconcile
   net loss to net cash used
   by operating activities:
   Amortization                     105             60                      45
   Rent expense                   1,050            600                     450
   Expenses paid by
        shareholders              4,536          4,536                       -
   Stock issued for
       directors' fees           59,960              -                  59,960
   Stock issued for
       consulting fees            3,040          3,000                      40
   Increase (decrease) in
       accounts payable -
       related party                323            323                       -

 Net cash used by
 operating activities           (7,097)        (3,628)                 (3,469)

CASH FLOWS FROM INVESTING ACTIVITIES

 Organization costs               (300)              -                   (300)

 Net cash used by
 investing activities             (300)              -                   (300)

CASH FLOWS FROM FINANCING ACTIVITIES

 Issuance of common stock         7,500              -                   7,500

 Net cash provided by
 financing activities             7,500              -                   7,500

NET INCREASE (DECREASE) IN CASH
AND CASH
EQUIVALENTS                         103        (3,628)                   3,731

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                  -          3,731                       -

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                      103            103                   3,731
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BUFFALO CAPITAL III, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the period from inception (August 28, 1996) to
May 31, 1998


1.     SUMMARY OF SIGNIFICANT 
ACCOUNTING POLICIES

Development stage company

Buffalo Capital III, Ltd. (a development stage company) (the
"Company") was incorporated under the laws of the State of Colorado
on August 28, 1996.  Its office is located at the office of its
President at 7331 South Meadow Court, Boulder, CO  80301.

The Company is a new enterprise in the development stage as defined
by Statement No. 7 of the Financial Accounting Standards Board and
has not engaged in any business other than organizational efforts.  It
has no full-time employees and owns no real property.  The Company
intends to operate as a capital market access corporation by registering
with the U.S. Securities and Exchange Commission under the
Securities Exchange Act of 1934.  After this, the Company intends to
seek to acquire one or more existing businesses which have existing
management, through merger or acquisition.  Management of the
Company will have virtually unlimited discretion in determining the
business activities in which the Company might engage.

Accounting Method
The Company records income and expenses on the accrual method.

Fiscal year
The Company maintains a May 31 fiscal year end for financial
reporting purposes, and an August 31 fiscal year end for tax reporting
purposes.

Organization costs
Costs to incorporate the Company have been capitalized and will be
amortized over a sixty-month period.

Loss per share
Loss per share was computed using the weighted number of shares
outstanding during the period.

Statement of cash flows
For the purpose of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.

Use of estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principals requires the Company's
management to make estimates and assumptions that affect the
amounts reported in these financial statements and accompanying
notes.  Actual results could differ from those estimates.

Fair Values of Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are
held for trading purposes) approximate the carrying values of such
amounts.

Changes in Classification
Classification changes in 1997 financial statement data were made in
order to conform to the current year presentation.

2.     STOCKHOLDERS' EQUITY

As of May 31, 1998, 1,260,000 shares of the Company's no par value
common stock were issued and outstanding, along with 4,830,000
Class A warrants and 2,415,000 Class B warrants entitling the holder
to purchase one share of stock for $2.00 and $4.00, respectively.  Of
these shares 1,230,000 (post split) were subscribed by directors,
affiliates and consultants of the Company for services rendered in the
capacity of directors and consultants.  The remaining 30,000 (post
split) shares, were issued for cash at a price of $.50 per share.

For the year ended May 31, 1997, 2,280,000 shares of the Company's
common stock were cancelled.

For the year ended May 31, 1998, an additional 12,000 shares of the
Company's common stock were cancelled.  Effective subsequent to the
cancellation of these shares, the Company had a 10-for-1 forward
stock split.  All share and per share amounts have been restated to
reflect the stock split.

3.     RELATED PARTY TRANSACTIONS

The Company's directors and officers are also principal shareholders. 
Each has received 300,000 shares of stock (23.81% each of the
outstanding shares).  The shares owned by the Company's officers and
directors were issued for services provided which have been valued at
a total of $40,000.

Gary Joiner, corporate counsel, is also one of the principle
shareholders and he received 300,000 shares of stock which were
issued for services valued at $20,000.  The law firm of which he is a
shareholder and a director has been paid a total of $3,531 and $2,500
by the Company for legal services rendered during the years ended
May 31, 1998 and 1997, respectively.

The Company's President is providing office space at no charge to the
Company.  For purposes of the financial statements, the Company is
accruing $50 per month as additional paid-in capital for this use.

4.     INCOME TAXES

The Company has Federal net operating loss carryforwards of
approximately $76,100 expiring in the years 2012 and 2013.  The tax
benefit of these net operating losses, which totals approximately
$14,700, has been offset by a full allowance for realization.  This
carryforward may be limited upon the consummation of a business
combination under IRC Section 381.  For the years ended May 31,
1998 and 1997, the valuation allowance increased by $2,300 and
$12,332, respectively.

5.     SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANC-
ING ACTIVITIES

During the years ended May 31, 1998 and 1997, the Company
recorded amortization of the organization costs of $60 and $45
respectively.

Similarly, the Company recorded rent expense for the years ended
May 31, 1998 and 1997 of $50 per month for a total of $600 and
$450 respectively.


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

       The Company has had no change in, or disagreements with, it's
principal independent accountant since the date of inception.


                                  Part III


ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

       The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name                   Age             Positions Held and
                                              Tenure
<S>                 <C>                    <C>

Grant W. Peck          43              President and a Director since
                                       January, 1995

Dean F. Sessions       47              Secretary, Treasurer, and a
                                       Director since January, 1995

</TABLE>

       The directors named above will serve until the next annual
meeting of the Company's stockholders.  Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting. 
Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently
exists or is contemplated.  There is no arrangement or understanding
between any of the directors or officers of the Company and any other
person pursuant to which any director or officer was or is to be
selected as a director or officer.

       The directors and officers will devote their time to the Com-
pany's affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month, or
more than forty hours per month, but more than likely will fall within
the range of five to ten hours per month.

Biographical Information

Grant W. Peck.  

       Mr. Peck has served as President and a Director of the
Company since its inception.

       Mr. Peck was the principal shareholder, the President and a
Director of J. S. Grant's, Inc., doing business as Just Squeezed Juices,
from its inception in 1985 until January, 1995, when the Company was
sold.  J.S. Grant's distributed fresh juices from Denver, Colorado, to
five states, and had approximately $3.5 million in annual sales and 36
employees.  Between 1977 and 1984, Mr. Peck was an owner and
Director of Operations for the Harvest Restaurant and Bakery, a
restaurant company that catered to the then emerging health-conscious
market.  During his tenure with Harvest Restaurant and Bakery, Mr.
Peck was responsible for the growth and daily operation of the
restaurant company, employing over 385 employees and staffing 28
managers.

       Mr. Peck has been the President and a director of Buffalo
Capital IV, Ltd, a Colorado corporation, since its inception in August,
1996, and has been the President and a director of Buffalo Capital V,
Ltd, Buffalo Capital VI, Ltd., Buffalo Capital VII, Ltd., and Buffalo
Capital VIII, Ltd., all of which are Colorado corporations, since their
inception in September, 1997.  All of these entities are in the same
business as the Company (blind pool or public shell companies).

       Mr. Peck attended the University of Colorado and Macalester
College in St. Paul, Minnesota, but did not receive a degree from
either institution.

       In 1990 Mr. Peck personally filed for the protection of the
federal bankruptcy laws as a result of the temporary inability of his
company, J. S. Grant's, Inc., to pay him a salary or otherwise arrange
to pay debts Mr. Peck had incurred to capitalize such company.

Dean F. Sessions.

       Mr. Sessions has served as Secretary and Treasurer, and as a
Director of the Company since its inception.
<PAGE>
       From 1973 through 1982 Mr. Sessions was employed as an
investment broker by E. F. Hutton & Co., in its Boulder, Colorado
office.  From 1982 through 1986 Mr. Sessions was an officer, director
and principal shareholder of A. S. Food Company, Inc., a Colorado
corporation formed to acquire the franchise rights for Round The
Corner restaurants in Oregon, Washington and British Columbia.  A.
S. Food Company, Inc., opened and operated two Round The Corner
restaurants in the Seattle, Washington area, but in 1986 it filed
bankruptcy and ceased operations.  As a result of the failure of the
business of A. S. Food Company, Inc., Mr. Sessions also filed a
personal bankruptcy petition in 1986.

       In October 1986, Mr. Sessions renewed his securities license
with the NASD and simultaneously joined the Boulder, Colorado
office of E. F. Hutton as an account executive.  From June of 1987
through March of 1988, Mr. Sessions was a registered representative
of L. T. Securities, the securities division of Lincoln Trust Corporation
of Denver, Colorado.  From March, 1988, to August, 1990,
Mr. Sessions was a registered representative with Cohig Securities, Inc.
of Denver, Colorado, and from January, 1991 to June, 1994, Mr.
Sessions was a registered representative with Walford and Company,
of Boulder, Colorado. In addition, from August, 1990, to the present,
Mr. Sessions has been actively engaged in attempting to acquire his
Professional Golf Association (PGA) tour card.

       Mr. Sessions has been the Secretary, Treasurer, and a director
of Buffalo Capital IV, Ltd., a Colorado corporation, since its inception
in August, 1996, and has been a director of Buffalo Capital V, Ltd,
Buffalo Capital VI, Ltd., Buffalo Capital VII, Ltd., and Buffalo
Capital VIII, Ltd., all of which are Colorado corporations, since their
inception in September, 1997.  All of these entities are in the same
business as the Company (blind pool or public shell companies).

       Mr. Sessions has a B.S. degree from the University of
Colorado. 

Compliance With Section 16(a) of the Exchange Act.

       Grant Peck, Dean Sessions, Gary Joiner and Scott Olson were
each required to file an Initial Statement of Beneficial Ownership of
Securities on Form 3 at the time of the registration of the Company's
securities under Section 12(g) of the Exchange Act.  To the best
knowledge and belief of the Company, none of such persons made a
timely filing of Form 3.  None of such persons filed a report on Form
5 for the fiscal year ended May 31, 1997.  The Company believes that
as of the date of this report on Form 10-KSB, each of such persons
had filed a report on Form 5 for the fiscal year ended May 31, 1998,
which also reports initial share ownership and all changes in ownership
for all preceding periods.  The reports on Form 5 were filed late.

ITEM 10.       EXECUTIVE COMPENSATION.

       No officer or director received any remuneration from the
Company during the fiscal year.  Until the Company acquires
additional capital, it is not intended that any officer or director will
receive compensation from the Company other than reimbursement for
out-of-pocket expenses incurred on behalf of the Company.  See
"Certain Relationships and Related Transactions."  The Company has
no stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in
the future.


ITEM 11.       SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.

       The following table sets forth, as of the end of the Company's
most recent fiscal year, the number of shares of Common Stock owned
of record and beneficially by executive officers, directors and persons
who hold 5.0% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers
and directors as a group.

<TABLE>
<CAPTION>
Name and               Number of Shares               Percent of
Address                Owned Beneficially             Class Owned
<S>                         <C>                            <C>

Grant W. Peck <F1>
7331 S. Meadow Court
Boulder, Colorado 80301            297,200<F2>              23.59%

Dean F. Sessions<F1>
P. O. Box 17881
Boulder, Colorado  80308           297,400<F2>              23.60%

Mark DiSalvo
192 Searidge Court
Shell Beach, CA  93449             297,600<F2>              23.62%

Gary S. Joiner
4750 Table Mesa Drive
Boulder, Colorado  80303           297,400<F2>              23.60%

All directors and executive
officers (2 persons)                   594,600              47.19%

<FN>
<F1>  The person listed is an officer, a director, or both, of the
Company.
<F2>  Does not include 1,200,000 shares subject to Class A Warrants
owned by each such person exercisable at $2.00 per share or 600,000
shares subject to Class B Warrants owned by each such person
exercisable at $4.00 per share.
</FN>
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Indemnification of Officers and Directors

       As permitted by Colorado law, the Company's Articles of
Incorporation provide that the Company will indemnify its directors
and officers against expenses and liabilities they incur to defend, settle,
or satisfy any civil or criminal action brought against them on account
of their being or having been Company directors or officers unless, in
any such action, they are adjudged to have acted with gross negligence
or willful misconduct.  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

       Pursuant to the Colorado Corporation Code, the Company's
Articles of Incorporation exclude personal liability for its directors for
monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of Section
7-5-114 of the Colorado Corporation Code, or any transaction from
which a director receives an improper personal benefit.  This exclusion
of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.

Conflicts of Interest

       None of the officers of the Company will devote more than a
portion of his time to the affairs of the Company.  There will be
occasions when the time requirements of the Company's business
conflict with the demands of the officers' other business and
investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that the
services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

       Each of the Company's officers and directors also are officers,
directors, or both of several other Boulder, Colorado based
development-stage corporation in the same business as the Company. 
These companies may be in direct competition with the Company for
available opportunities.  However, as of the end of the Company's
fiscal year, each of these entities had substantially the same
shareholders as the Company, which means that there was no actual
conflict of interest between the Company and these other entities as of
that time.

       Company management, and the other principal shareholders of
the Company, intend to actively negotiate or otherwise consent to the
purchase of a portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition transaction. 
Members of management acquired their shares for services rendered at
a price of $0.05 per share, and the total purchase price for all presently
issued and outstanding shares was $70,500, of which $7,500 was paid
in cash and $63,000 was paid in the form of performance of services. 
It is anticipated that a substantial premium may be paid by the
purchaser in conjunction with any sale of shares by officers, directors
or affiliates of the Company which is made as a condition to, or in
connection with, a proposed merger or acquisition transaction.  The
fact that a substantial premium may be paid to Company officers,
directors and affiliates to acquire their shares creates a conflict of
interest for them and may compromise their state law fiduciary duties
to the Company's other shareholders.  In making any such sale,
Company officers, directors and affiliates may consider their own
personal pecuniary benefit rather than the best interests of the
Company and the Company's other shareholders, and the other
shareholders are not expected to be afforded the opportunity to
approve or consent to any particular buy-out transaction involving
shares held by members of Company management.

ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K.
       (a)     The Exhibits listed below are filed as part of this
Annual Report.
<TABLE>
<CAPTION>
Exhibit No.                    Document
<S>                            <C>

3.1                    Articles of Incorporation (incorporated by
reference from Registration Statement on Form 10-SB/A filed with the
Securities and Exchange Commission on January 10, 1997).

3.2                    Bylaws (incorporated by reference from
Registration Statement on Form 10-SB/A filed with the Securities and
Exchange Commission on January 10, 1997).

4.1                    Warrant Agent Agreement (incorporated by
reference from Registration Statement on Form 10-SB/A filed with the
Securities and Exchange Commission on January 10, 1997).

4.2                    Specimen Class A Warrant Certificate 
(incorporated by reference from Registration Statement on Form 10-
SB/A filed with the Securities and Exchange Commission on January
10, 1997).

4.3                    Specimen Class B Warrant Certificate 
(incorporated by reference from Registration Statement on Form 10-
SB/A filed with the Securities and Exchange Commission on January
10, 1997).

27                     Financial Data Schedule

       (b)     No reports on Form 8-K were filed by the Company
during the last quarter of it's fiscal year ending May 31, 1998.

Signatures

       In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated. 

BUFFALO CAPITAL III, LTD.

By: /s/ ________________
Grant W. Peck (Principal Executive Officer and Director)

Date: August 21, 1998

By: /s/ ________________
Dean F. Sessions (Principal Financial Officer and Director)
Date: August 21, 1998


</TABLE>