SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC 20549


                            FORM 10-QSB


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

         For the quarterly period ended SEPTEMBER 30, 1997

      [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

      For the transition period from            to


                  Commission file number 0-12761


           BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
 (Exact name of Small Business Issuer as Specified in its Charter)


Nevada                                               88-0180496
(State or Other Jurisdiction                     (I.R.S. Employer
of Incorporation or                                Identification
Organization)                                             Number)

                   970 E. Main Street, Suite 200
                  Grass Valley, California 95945
             (Address of Principal Executive Offices)

                          (916) 477-5961
         (Issuer's Telephone Number, Including Area Code)


Check  whether  the  Issuer  (1)  filed all reports required to be filed by
Section 13 or 15(d) of the 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
State the number of shares outstanding of each  of  the Issuer's classes of
common equity, as of the latest practicable date:

          Common, $.0001 par value per share: 45,229,903
                outstanding as of November 1, 1997

Transitional Small Business Disclosure Format:  Yes  X  No

<PAGE>

                  PART I - FINANCIAL INFORMATION

   BRUSH CREEK MINING AND DEVELOPMENT CO., INC. AND SUBSIDIARIES


                  Index to Financial Information
                  Period Ended September 30, 1997



Item                                          Page Herein

Item 1 - Financial Statements:

Condensed Consolidated Balance Sheets
as of September 30, 1997 (unaudited)
and June 30, 1997                                   3

Condensed Consolidated Statements of
Operations (unaudited)for the three
months ended September 30, 1997 and
1996 and for the period July 1, 1989
(dated of resumption of development
stage enterprise activities) through
September 30, 1997                                  4

Condensed Consolidated Statements of
Cash Flows (unaudited)for the three
months ended September 30, 1997 and
1996 and for the period July 1, 1989
(dated of resumption of development
stage enterprise activities) through
September 30, 1997                                  5

Notes to Condensed Consolidated
Financial Statements (unaudited)                    7

Item 2 - Management's Discussion and
         Analysis or Plan of Operation              10

<PAGE>

           BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
                         AND SUBSIDIARIES
                 (A Development Stage Enterprise)
               CONDENSED CONSOLIDATED BALANCE SHEETS

                              September 30, 1997  June 30, 1997
                                 (Unaudited)        (Audited)

                              ASSETS
Current Assets:
Cash                         $    78,273          $   111,059
Inventory                          2,750                2,750
Total current assets              81,023              113,809

Office furniture and
 equipment, net                   37,552               45,547

Mineral properties and
 mining equipment, net        10,132,701           10,190,581

Deposits                         272,095              272,095

     Total assets            $10,523,371          $10,622,032

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and
 accrued liabilities         $ 1,735,644          $ 1,771,014
Current portion of long
 term debt                       810,000              672,000
Other                              3,700                3,700
Total current liabilities      2,549,344            2,446,714

Long-term debt,
 net of current portion               -               362,000
     Total liabilities         2,549,344            2,808,714

Shareholder's Equity
Common Stock, $.0001
par value; authorized
100,000,000 shares;
issued and outstanding
41,629,482 and 31,370,482
shares as of September 30,
1997 and June 30, 1997,
respectfully                  48,211,668          47,092,740
Accumulated deficit          (11,260,214)        (11,260,214)
Accumulated deficit during
the development stage        (28,977,427)        (28,019,208)
Total shareholders' equity     7,974,027           7,813,318
Total liabilities and
shareholders' equity         $10,523,371         $10,622,032

     See notes to Condensed Consolidated Financial Statements

<PAGE>

           BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
                         AND SUBSIDIARIES
                 (A Development Stage Enterprise)
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (UNAUDITED)
                                                         Period from
                                   Three months          July 1, 1989
                                   Ended September       through
                                                         September 30,
                                   1997       1996       1997
Revenues:
Sale of Joint Venture                -          -        $ 4,232,000
Other income                         -          -            156,444
Interest income               $   2,598  $  10,004           190,377

     Total revenues           $   2,598  $  10,004       $ 4,578,821  

Expenses:

General and
 administrative expense         375,164    263,807        15,434,085
General mining and
 exploration                    519,778    895,609        11,574,031
Loss on lease
 abandonments                        -          -            392,317
Depreciation and
 amortization                    65,875     98,651         1,499,777
Loss (gain) on sales
of mining equipment                  -      46,853           171,174
Interest expense                     -      29,250           492,294
Litigation settlement                -          -          4,137,032

     Total expenses             960,817  1,334,170        33,700,710

Loss before
 extraordinary item            (958,219)(1,324,166)      (29,121,889)

Extraordinary item -
 net loss from debt
 extinguishment net
 of tax                              -          -           144,462

Net loss                     $(958,219) $(1,324,166)   $(28,977,427)

Loss per common share
 before extraordinary
 item                        $   (0.03) $     (0.08) 
Net loss per common share    $   (0.03) $     (0.08)

Weighted average common
 shares outstanding          34,209,371  16,146,517


     See notes to Condensed Consolidated Financial Statements

<PAGE>

           BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
                         AND SUBSIDIARIES
                 (A Development Stage Enterprise)
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)

                                                         Period from
                                   Three months          July 1, 1989
                                   Ended September       through
                                                         September 30,
                                   1997          1996    1997

Cash flows from operating
 activities:
Net income (loss)            $ (958,219)  $(1,324,166)   $(28,977,427)
Adjustments to reconcile
 net income (loss) to net
 cash provided by (used in)
 operating activities:
Gain on debt restructuring           -            -          (144,462)
Depreciation and
 amortization                    65,875       98,651        1,499,777
Loss on lease abandonments           -            -           444,359
Loss on litigation
 settlement                          -            -         4,107,032
Loss (gain) on sale of
 mining equipment                    -        46,853           49,164
Other                                -            -            43,576
Shareholder payment of
 services                            -            -           105,055
Stock and debt for services      96,875           -           799,943
Change in inventory                  -        (3,415)            (410)
Change in note receivable            -            -            47,462
Change in prepaid expenses           -       (16,384)         501,736
Change in deposits and
 other current assets                -        14,425         (115,961)
Change in deposits                   -            -           (29,065)
Change in accounts payable                             
and accrued liabilities          15,683     (126,956)       4,339,154
     Total adjustment           178,433       13,174       11,647,360
Net cash provided by (used
 in) operating activities      (779,786)  (1,310,992)     (17,330,067)

Cash flows from investing
 activities:
Acquisition of mineral
 properties, equipmen t,
 and deferred developments           -       (13,358)     (5,074,429)
Acquisition of office
 equipment                           -        (8,225)       (260,101)
Proceeds from sale of
 equipment                           -            -          384,356
Proceeds from acquisition
 of Trans-Russian                    -            -           20,060
Net cash provided by (used 
 in) investing activities            -       (21,583)     (4,930,114)
Cash flows from
 financing activities:
Advances from (to)
 affiliates                          -            -        2,009,127
Payment made to affiliates           -            -         (343,798)
Proceeds from issuance of
 common stock                   971,000      238,751      21,237,513
Proceeds from warrant
 extensions                          -            -          207,750
Proceeds from issuance
 of notes payable                    -            -          870,043
Payments on long-term
 debt                          (224,000)     (19,005)     (1,646,029)
Proceeds from convertible
 debenture                           -            -          300,000
Payments on convertible
 debenture                           -            -         (300,000)
     Net cash provided
      by financing
      activities                747,000      219,746      22,334,606

Net increase
  (decrease) in cash            (32,786)  (1,112,829)         74,425
Cash at beginning of period     111,059    1,275,413           3,848
Cash at end of period          $ 78,273   $  162,584      $   78,273
Cash paid during the
 period for interest
 (net of amounts
 capitalized)                        -            -         337,602


     See notes to Condensed Consolidated Financial Statements

<PAGE>


         BRUSH CREEK MINING AND DEVELOPMENT COMPANY, INC.
                         AND SUBSIDIARIES
                 (A Development Stage Enterprise)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The  condensed  consolidated balance sheet as of September  30,  1997,  the
condensed consolidated  statements  of  operations  and  cash flows for the
three months ended September 30, 1997 and 1996 and for the  period  July 1,
1989  (date  of  resumption  of  development  stage  enterprise activities)
through September 30, 1997, have been prepared by the  Brush  Creek  Mining
and Development Co., Inc. (the "Company") without audit. In the opinion  of
management,   all   adjustments   (which   include  only  normal  recurring
adjustments) necessary to present fairly the financial position, results of
operations  and  cash  flows  at September 30, 1997  and  for  all  periods
presented have been made.

Certain information and footnote disclosures normally included in financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles have been condensed  or  omitted.  It  is  suggested  that these
consolidated   statements   be  read  in  conjunction  with  the  financial
statements and notes thereto  included  in the Company's June 30, 1997 Form
10-KSB. The results of operations for the  periods ended September 30, 1997
and 1996 are not necessarily indicative of the  operating  results  for the
full year.

The  consolidated  financial statements include the accounts of the Company
and its wholly-owned  subsidiaries,  B.  Creek  Acquisition Corp. and Alpha
Hardware.


NOTE 2 - OPERATIONS AND BASIS OF PRESENTATION

The Company was incorporated in 1982 and operated  as  a mining and mineral
development  company  until  April  17,  1989,  at  which time  its  mining
operations, all of which had been conducted through the  Brush  Creek Joint
Venture  (BCJV)  (40%  owned)  were  terminated.   Shortly thereafter,  the
Company became actively engaged in acquiring additional mineral properties,
raising  capital,  and  preparing properties for resumed  production.   The
Company did not have any  significant  operations  or activities from April
17,  1989  through  June 30, 1989 and suspended all mining  operations  and
reduced its activities  to  a care and maintenance level.  Accordingly, the
Company is deemed to have reentered the development stage effective July 1,
1989.

In February 1992, the Company  began  limited  production  at the Ruby Mine
under a permit that limited mill capacity to 225 tons per day.   Production
was  terminated  due  to adverse weather conditions in December 1992.   The
Company resumed limited  production  at  the  Ruby  Mine  in  July 1993 and
gradually  increased  production   until  October 1996 when production  was
suspended. In early 1997, the Company began preparing the lower Brush Creek
Mine for limited production. In June 1997,  the  Company  received  interim
approval from the United States Forest Service to transport thirty tons  of
ore  per  day  from  the  lower Brush Creek Mine to the Ruby mill site. The
Company  has  not commenced economic  production  and  is  therefore  still
considered to be in the development stage.

<PAGE>

         BRUSH CREEK MINING AND DEVELOPMENT COMPANY, INC.
                         AND SUBSIDIARIES
                 (A Development Stage Enterprise)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)



NOTE 2 - OPERATIONS AND BASIS OF PRESENTATION (Continued)


The Company's consolidated  financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of the
mineral properties and other  assets and the satisfaction of liabilities in
the  normal  course  of  business.  The  Company  has  incurred  losses  of
$40,237,641 from inception to September  30, 1997 and had a working capital
deficit of $2,468,321 at September  30,  1997.   These  factors raise doubt
about the Company's ability to continue as a going concern.   There  is  no
assurance  that  the Company will be successful in establishing probable or
proven ore reserves,  or determining if the mineral properties can be mined
economically.  These consolidated  financial  statements do not include any
adjustments that might result from the outcome of these uncertainties.

Management of the Company periodically reviews  the  recoverability  of the
capitalized mineral properties and mining equipment. Management takes  into
consideration various information including, but not limited to, historical
production  records  from  previous mine operations, results of exploration
activities conducted to date,  estimated  future  metal prices, and reports
and  opinions  of  internal  and  external geologists, mine  engineers  and
consultants.  Accordingly,  in  management's   opinion,   based   on   such
information,  the  capitalized  costs  in  mineral  properties  and  mining
equipment do not exceed their estimated net realizable value.



NOTE 3 - STOCKHOLDERS' EQUITY

In  July  1997,  the  Company issued 150,000 shares of its Common Stock for
certain consulting services. The shares were registered with the Securities
and Exchange Commission  on  Form S-8. The shares are valued at $0.375, the
average of the bid and asked price  for  the Company's Common Stock on July
8, 1997.

Also in July 1997, the Company sold 600,000  shares  of  its  Common  Stock
pursuant  to a Private Placement at a price of $0.125 per share. The shares
were sold pursuant to Regulation D and Section 4(2). The Company received a
net amount of $75,000 from the sale.

Also in July  1997,  the  Company sold 1,933,332 shares of its Common Stock
pursuant to a Private Placement  at  a price of $0.15 per share. The shares
were sold pursuant to Regulation D and Section 4(2). The Company received a
net amount of $290,000 from the sale.  The  Company  also  approved  a  10%
commission for a finder's fee in connection with the Private Placement.

<PAGE>


         BRUSH CREEK MINING AND DEVELOPMENT COMPANY, INC.
                         AND SUBSIDIARIES
                 (A Development Stage Enterprise)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)



NOTE 3 - STOCKHOLDERS' EQUITY (Continued)

In  August  and  September  1997,  the Company sold 3,050,000 shares of its
Common Stock pursuant to a Private Placement at a price of $0.10 per share.
The shares were sold pursuant to Regulation D and Section 4(2). The Company
received a net amount of $305,000 from  the sale. The Company also approved
a  10%  commission  for  a  finder's  fee in connection  with  the  Private
Placement.

Also in August 1997, the Company issued  125,668  shares to pay for certain
consulting  fees.  The  shares  were  registered  with the  Securities  and
Exchange  Commission on Form S-8. The shares are valued  at  $0.40625,  the
average of the bid and asked price for the Company's Common Stock on August
25, 1997.

In September  1997,  the  Company sold 4,300,000 shares of its Common Stock
pursuant to a Private Placement at a price of $0.07 per share.   The shares
were sold pursuant to Regulation D and Section 4(2). The Company received a
net amount of $301,000 from the sale.

Also in September 1997, the  Company  issued  100,000  shares  to  pay  for
certain consulting fees. The shares were registered with the Securities and
Exchange  Commission  on  Form  S-8.  The  shares are valued at $0.313, the
average  of  the  bid  and asked price for the Company's  Common  Stock  on
September 26, 1997.


NOTE 4 - SUBSEQUENT EVENTS

In October 1997, the Company  sold  3,  550,000  shares of its Common Stock
pursuant to a Private Placement at a price of $0.10  per  share. The shares
were sold pursuant to Regulation D and Section 4(2). The Company received a
net amount of $355,000 from the sale.

In  November  1997,  the  Company  issued 50,421 shares to pay for  certain
consulting  fees.  The  shares  were registered  with  the  Securities  and
Exchange Commission on Form S-8.  The  shares  are  valued  at  $1.25,  the
average  of  the  bid  and  asked  price  for the Company's Common Stock on
November 5, 1997.


NOTE 5 - SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES

Noncash  investing and financing activities  for  the  three  months  ended
September 30, 1997 are as follows:

Company stock issued for the payment
of accounts payable                               $147,928

<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.


Introduction

     The  following  discussion  should  be  read  in  conjunction with the
Financial  Information  and Notes thereto included in this  report  and  is
qualified in its entirety by the foregoing.

     This   report  contains   certain   forward-looking   statements   and
information relating  to  the  Company  that  are  based on the beliefs and
assumptions  made  by  the  Company's  management  as well  as  information
currently  available to the management.  When used in  this  document,  the
words  "anticipate",   "believe",  "estimate",  and  "expect"  and  similar
expressions, are intended  to  identify  forward-looking  statements.  Such
statements reflect the current views of the Company with respect  to future
events  and  are  subject  to certain risks, uncertainties and assumptions.
Should one or more of these  risks  or uncertainties materialize, or should
underlying assumptions prove incorrect,  actual results may vary materially
from  those  described  herein  as  anticipated,   believed,  estimated  or
expected. The Company has no obligation to publicly  release  the result of
any   revisions  which may be made to any  forward-looking  statements   to
reflect  anticipated  or  unanticipated  events or  circumstances occurring
after the date of such statements.

Liquidity and Capital Resources

     At  September  30,  1997,  the  Company had working capital deficit of
$2,468,321  which represents an increase  in  working  capital  deficit  of
$135,416 as compared to a working capital deficit of $2,332,905 at June 30,
1997. The decrease  in  working  capital was primarily due to a decrease in
available cash and an increase in current portion of long-term debt.

     The mining industry is capital intensive. During the fiscal year ended
June 30, 1997, the Company raised  $2.1  million from the sale of shares of
Common  Stock.   During the first quarter of  1998,  the  Company  obtained
additional equity  financings.  At  September   30, 1997, the Company had a
working  capital deficit of $2,468,321 and had no  material  revenues  from
mining operations.   Additional financing will be required in order for the
Company to cover its mining  and  development  costs  and to engage in full
scale mining operation. At this time, the Company has no  definitive  plans
regarding  additional  financing,  but  believes  that  it  will  likely be
obtained  through  equity  financing  such  as  stock  offerings  or  joint
ventures. No assurances can be given that the Company will be able to raise
cash  from  additional  financing efforts and, even if such cash is raised,
that it will be sufficient  to  satisfy the Company's capital requirements.
If the Company is unable to obtain  sufficient funds from future financings
and/or operations, the Company may not  be  able  to  achieve  its business
objectives  and may have to scale back its development plans. In  addition,
the Company may be required to seek protection under the bankruptcy laws.

          The  Company estimates its mining development and operating costs
to be approximately  $4  million  for the fiscal year ending June 30, 1998.
The majority of the funds will be used  for  operations  in the lower Brush
Creek mine and Ruby mill. Additional financing will be required  to perform
the intended work. There can be no assurance that the Company will  be able
to  obtain  such  financing  or  that  financing  will be obtained on terms
favorable to the Company.

<PAGE>

Results of Operations

     The Company had total revenues of $2,598 (from  interest  only) during
the  three  months  ended September 30, 1997 compared to total revenues  of
$10,004 (from interest  only)  during  the three months ended September 30,
1996. The Company had no revenues from operations  during such periods. The
Company had a $958,219 net loss for the three months  ended  September  30,
1997  compared  to  a net loss of $1,324,166 for the comparable fiscal 1996
period. This change in  net loss is primarily due to a reduction in general
mining and exploration costs,  partially  offset  by an increase in general
and administrative expenses.  General and administrative expenses increased
$111,357 from the same period in the prior fiscal year  primarily due to an
increase in administrative payroll, professional fees and  an  increase  in
NASDAQ fees.

     The  price  of  gold  has a material effect on the Company's financial
operations.  Following deregulation,  the  market  price  for gold has been
volatile.  Since the end of 1987 the price of gold has declined from a high
of  approximately  $500  per  ounce  to  approximately  $332  per ounce  at
September  30,  1997.   Instability  in  the  price of gold may affect  the
profitability of the Company's operations if and when  the Company realizes
economic production.

<PAGE>
                    PART II - OTHER INFORMATION


Item 1.        Legal Proceedings.

     Reference is made to the Company's Form 10-KSB  for  fiscal year ended
June  30,  1997  and  the  financial  statements  included therein  and  in
particular  to  Part   I, Item 3 and Note 13 to the consolidated  financial
statements, the full contents of which are incorporated by reference herein
in accordance with Rule  12b-23  of the General Rules and Regulations under
the Securities Exchange Act of 1934.  There has been no material changes in
legal proceedings during the quarter ended September 30, 1997.

Item 2.        Changes in Securities.

     During the quarter ended September  30,  1997,  the  Company  sold the
following  equity  securities that were not registered under the Securities
Act of 1933: 600,000  restricted  shares of Common Stock at $.125 per share
wherein  the  Company  received  net proceeds  of  $75,000  in  July  1997;
1,933,332 restricted shares of Common  Stock  at $.15 per share wherein the
Company  received  net  proceeds  of  $290,000  in  July   1997;  4,300,000
restricted  shares  of Common Stock at $.07 per share wherein  the  Company
received  net proceeds  of  $301,000  in  September  1997;  and   3,050,000
restricted  shares  of  Common  Stock at $.10 per share wherein the Company
received net proceeds of $305,000 in August and September 1997.  All shares
were sold under Regulation D and Section 4(2).  Investors who acquired such
shares were required to be accredited investors.  The Company has agreed to
register the shares pursuant to a  registration  statement to be filed with
the Securities and Exchange Commission.

Item 3.        Defaults Upon Senior Securities.

          None.

Item 4.        Submission of Matters to a Vote of Security-Holders.

          None.

Item 5.        Other Information.

          None.

Item 6.        Exhibits and Reports on Form 8-K.

          (a)       Exhibits.

          There are no exhibits applicable to this Form 10-QSB.

          (b)       Reports on Form 8-K.

          Listed below are reports on Form 8-K filed during the fiscal
quarter ended September 30, 1997.

     None.

<PAGE>

                            SIGNATURES

     In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                   BRUSH CREEK MINING AND
                                   DEVELOPMENT CO., INC.
                                   (Registrant)


Dated:   November 17, 1997         By:  /s/James S. Chapin
                                        James S. Chapin,
                                        Chief Executive Officer



Dated:   November 17, 1997         By:  /s/James S. Chapin
                                        James S. Chapin,
                                        Principal Financial Officer
                                        and Principal Accounting
                                        Officer