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,  1998

[ ]  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
(State  or  Other  Jurisdiction  of  Incorporation  or  Organization)

 88-0180496
(I.R.S.  Employer  Identification  Number)

11117  LOWER  CIRCLE  DRIVE,  GRASS  VALLEY,  CALIFORNIA  85949
(Address  of  Principal  Executive  Offices)

(503)  477-0834
(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:
5,554,179  outstanding  as  of  November  1,  1998.

Transitional  Small  Business  Disclosure  Format:      Yes     X      No
                                                             -------


                                     -1-
<PAGE>
PART  I  -  FINANCIAL  INFORMATION

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

Index  to  Financial  Information  for  the  Period  Ended  September  30,  1998

<TABLE>
<CAPTION>


ITEM                                                                                Page
                                                                                    ----
<S>                                                                                 <C>
Item 1 - Financial Statements
----------------------------------------------------------------------------------      
Condensed Consolidated Balance Sheets as of September 30, 1998 (Unaudited)
  and June 30, 1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Condensed Consolidated Statements of Operations (Unaudited) for the three months
  ended September 30, 1998 and 1997 and for the period July 1, 1989 (dated
  of resumption of development stage enterprise activities) through September 30,
  1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Condensed Consolidated Statements of Cash Flows for the three months
  ended September 30, 1998 and 1997 and for the period July 1, 1989 (dated
  of resumption of development stage enterprise activities) through September 30,.     5
  1998
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . .     7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
              of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .    11
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
</TABLE>



                                     -2-
<PAGE>

PART  I  -  FINANCIAL  INFORMATION

                  BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
                                AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                        September 30, 1998    June 30, 1998
                                                       --------------------  ---------------
<S>                                                    <C>                   <C>
ASSETS
Current Assets
  Cash. . . . . . . . . . . . . . . . . . . . . . . .  $            23,972   $      417,415 
  Inventory . . . . . . . . . . . . . . . . . . . . .                    -           39,735 
  Advances receivables. . . . . . . . . . . . . . . .                  500              500 
                                                       --------------------  ---------------

Total current assets. . . . . . . . . . . . . . . . .               24,472          457,650 
Office furniture and  equipment, net. . . . . . . . .               42,074           42,074 

Mineral properties and mining equipment, net. . . . .            4,595,961        4,657,421 
Deposits. . . . . . . . . . . . . . . . . . . . . . .              272,095          272,095 
                                                       --------------------  ---------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . .  $         4,934,602   $    5,429,240 
                                                       ====================  ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities. . . . . . .  $         1,370,152   $    1,479,583 
Current portion of long term debt . . . . . . . . . .              362,000          362,000 
Other . . . . . . . . . . . . . . . . . . . . . . . .                3,700            3,700 
                                                       --------------------  ---------------

Total current liabilities . . . . . . . . . . . . . .            1,735,852        1,845,283 
                                                       --------------------  ---------------
Shareholder's Equity
  Common Stock, $.0001 par value; authorized
   100,000,000 shares; issued and outstanding
   5,554,179 and 4,162,948 shares as of September 30,
  1998 and June 30, 1998, respectively. . . . . . . .           53,743,325       53,643,325 
  Accumulated deficit . . . . . . . . . . . . . . . .          (50,544,575)     (50,059,368)
                                                       --------------------  ---------------

Total shareholders' equity. . . . . . . . . . . . . .            3,198,750        3,583,957 
                                                       --------------------  ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY. . . . . .  $         4,934,602   $    5,429,240 
                                                       ====================  ===============
</TABLE>

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

                                     -3-
<PAGE>
BRUSH  CREEK  MINING  AND  DEVELOPMENT  CO.,  INC.
AND  SUBSIDIARIES
(A  DEVELOPMENT  STAGE  ENTERPRISE)
CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>

                                        For  the  Three  Months  Ended
                                                 September  30,
                                                 --------------

                                                                           Period from
                                                                           July 1, 1989
                                                                             through
                                               1998          1997       September 30, 1998
                                            -----------  ------------  --------------------
<S>                                         <C>          <C>           <C>
Revenues
  Sale of Joint Venture. . . . . . . . . .  $        -   $         -   $         4,232,000 
  Other income . . . . . . . . . . . . . .       5,237             -               166,382 
  Interest income. . . . . . . . . . . . .       1,736         2,598               200,204 
                                            -----------  ------------  --------------------

Total revenues . . . . . . . . . . . . . .       6,973         2,598             4,598,586 
                                            -----------  ------------  --------------------
Expenses
  General and  administrative expense. . .     152,187       375,164            17,863,319 
  Impairment loss. . . . . . . . . . . . .           -             -             5,393,115 
  General mining and  exploration. . . . .     278,533       519,778            13,819,805 
  Loss on lease abandonments . . . . . . .           -             -               392,317 
  Depreciation and amortization. . . . . .      61,460        65,875             1,748,153 
  Loss (gain) on sales of mining equipment           -             -               171,174 
  Interest expense . . . . . . . . . . . .           -             -               498,494 
  Litigation settlement. . . . . . . . . .           -             -             4,141,032 
                                            -----------  ------------  --------------------

Total expenses . . . . . . . . . . . . . .     492,180       960,187            44,027,409 
                                            -----------  ------------  --------------------
Net loss before change in accounting
  principal. . . . . . . . . . . . . . . .    (485,207)     (958,219)          (39,428,823)

Extraordinary item - gain from debt. . . .           -             -               144,462 
                                            -----------  ------------  --------------------
  extinguishment net of tax
                                            $ (485,207)  $  (958,219)  $       (39,284,361)
                                            ===========  ============  ====================
Net loss

Loss per common share before . . . . . . .  $     (.09)  $      (.28)
                                            ===========  ============                      
  extraordinary item
                                            $     (.09)  $      (.28)
                                            ===========  ============                      
Net loss per common share

Weighted average common shares . . . . . .   5,529,179    34,209,371 
                                            ===========  ============                      
  outstanding
</TABLE>

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

                                     -4-

<PAGE>
BRUSH  CREEK  MINING  AND  DEVELOPMENT  CO.,  INC.
AND  SUBSIDIARIES
(A  DEVELOPMENT  STAGE  ENTERPRISE)
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>

                                        For  the  Three  Months  Ended
                                                 September  30,
                                                 --------------

                                                                         Period from
                                                                         July 1, 1989
                                                                           through
                                                1998        1997      September 30, 1998
                                             ----------  ----------  --------------------
<S>                                          <C>         <C>         <C>
Cash flows from operating activities:
  Net income(loss). . . . . . . . . . . . .  $(485,207)  $(958,219)  $       (39,284,361)
  Adjustments to reconcile net loss
    to net cash provided by (used in)
    operating activities:
      Impairment of development costs . . .          -           -             5,393,115 
      Gain on debt restructuring. . . . . .          -           -              (144,462)
      Depreciation and amortization . . . .     61,460      65,875             1,748,153 
      Loss on lease abandonments. . . . . .          -           -               444,359 
      Loss on litigation settlement . . . .          -           -             4,111,032 
      Loss (gain) on sale of mining
        equipment . . . . . . . . . . . . .          -           -                49,164 
      Other . . . . . . . . . . . . . . . .          -           -                43,576 
      Shareholder payment of services . . .          -           -               105,055 
      Stock and debt for services . . . . .          -      96,875               879,652 
      Change in inventory . . . . . . . . .     39,735           -                 2,290 
      Change in note receivable . . . . . .          -           -                47,462 
      Change in prepaid expenses. . . . . .          -           -               501,736 
      Change in deposits and other current
        assets. . . . . . . . . . . . . . .          -           -              (116,461)
      Change in deposits. . . . . . . . . .          -           -               (29,065)
      Change in accounts payable and
        accrued liabilities . . . . . . . .   (109,431)     15,683             3,922,609 
                                             ----------  ----------  --------------------

Net cash provided by (used in) operating
  activities. . . . . . . . . . . . . . . .   (493,443)   (779,786)          (22,326,146)
                                             ----------  ----------  --------------------
Cash flows from investing activities:
  Acquisition of mineral properties,
    equipment, and deferred developments. .          -           -            (5,164,817)
  Acquisition of office equipment . . . . .          -           -              (278,987)
  Proceeds from sale of equipment . . . . .          -           -               384,356 
  Proceeds from acquisition of Trans-
   Russian. . . . . . . . . . . . . . . . .          -           -                20,060 
                                             ----------  ----------  --------------------

Net cash provided by  (used in) investing
  activities. . . . . . . . . . . . . . . .          -           -            (5,039,388)
                                             ----------  ----------  --------------------
</TABLE>

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

                                     -5-

<PAGE>
BRUSH  CREEK  MINING  AND  DEVELOPMENT  CO.,  INC.
AND  SUBSIDIARIES
(A  DEVELOPMENT  STAGE  ENTERPRISE)
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>

                                        For  the  Three  Months  Ended
                                                 September  30,
                                                 --------------

                                                                        Period from
                                                                        July 1, 1989
                                                                          through
                                               1998        1997      September 30, 1998
                                            ----------  ----------  --------------------
<S>                                         <C>         <C>         <C>
Cash flows from financing activities:
  Advances from (to) affiliates. . . . . .          -           -             2,009,127 
  Payment made to affiliates . . . . . . .          -           -              (343,798)
  Proceeds from issuance of common stock .    100,000     971,000            26,436,515 
  Proceeds from warrant extensions . . . .          -           -               207,750 
  Proceeds from issuance of notes payable.          -           -               870,043 
  Payments on long-term debt . . . . . . .          -    (224,000)           (2,093,979)
  Proceeds from convertible debenture. . .          -           -               300,000 
                                            ----------  ----------  --------------------

Net cash provided by financing activities.    100,000     747,000            27,385,658 
                                            ----------  ----------  --------------------
Net increase (decrease) in cash. . . . . .   (393,443)    (32,786)               20,124 

Cash at beginning of  period . . . . . . .    417,415     111,059                 3,848 
                                            ----------  ----------  --------------------

Cash at end of period. . . . . . . . . . .  $  23,972   $  78,273   $            23,972 
                                            ==========  ==========  ====================


Cash paid during the period for interest
 (net of amounts capitalized). . . . . . .  $       -   $       - 
                                            ==========  ==========                      
</TABLE>


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

                                     -6-
<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, 1998, the condensed
consolidated  statements of operations and cash flows for the three months ended
September  30, 1998 and 1997 and for the period July 1, 1989 (date of resumption
of  development  stage  enterprise  activities) through September 30, 1998, 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, 1998
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, 1998 Form 10-KSB. The results of
operations for the periods ended September 30, 1998 and 1997 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.

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. 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.
                                     -7-
<PAGE>
NOTE  2  -  OPERATIONS  AND  BASIS  OF  PRESENTATION  (Continued)

During  1997,  the  Securities  and Exchange Commission (SEC) staff reconsidered
existing  accounting  practices for mineral expenditures by United States junior
mining  companies.  They  now interpret generally accepted accounting policy for
junior mining companies to permit capitalization of acquisition, exploration and
development  costs  only  after  persuasive  engineering evidence is obtained to
support  recoverability  of  these  costs  (ideally upon determination of proven
and/or  probable  reserves  based  upon  dense  drilling samples and feasibility
studies  by  a  recognized  independent  engineer).  Although  the  Company  has
performed  drilling  samples,  and  an  independent engineer has deemed the gold
properties contain profitable reserves in excess of property and equipment costs
incurred  through  June  30,  1997,  management  has  chosen  to follow the more
conservative  method  of accounting by expending the previously capitalized gold
mineral  costs,  for which there is no feasibility study, as a cumulative effect
of a change in accounting principle in the consolidated statement of operations.


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.

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.

                                     -8-
<PAGE>
NOTE  4  -  SUBSEQUENT  EVENTS
            ------------------

Change  in  Management
----------------------

On  November  16,  1998,  Brush  Creek  Mining and Development Inc. received the
resignation of its president and chief executive officer (C.E.O.), James Chapin.
Brush Creek has accepted the proposal submitted by Mr. Larry Stockett, President
of  U.S.  Cement  Company  and  the Board appointed him as the new President and
C.E.O.  Mr. Stockett has accepted these positions without compensation until the
company  reaches its first quarterly after tax profit.  Upon resolution of Brush
Creek's  current  legal  and  financial  problems,  Mr.  Stockett  has agreed to
transfer  his  51%  ownership in U.S. Cement Company to Brush Creek.  In return,
Mr.  Stockett  will receive restricted shares of stock of Brush Creek at a price
of  $5  per  share  for the audited book value of U.S. Cement.  In addition, Mr.
Stockett  will receive one million shares of Brush Creek restricted stock if the
BCMDE  shares  achieve  a  $5  per  share closing price for 10 consecutive days.


NOTE  5  -  YEAR  2000
            ----------

The  Company has reviewed its current computer software and hardware systems and
is  currently working to resolve the potential problems associated with the Year
2000  and the processing of date sensitive information by such systems. Based on
preliminary  information, the Company believes that it will be able to implement
successfully  the  systems and programming changes necessary to address the Year
2000  issues,  and  does  not expect the cost of such changes to have a material
impact of the Company's financial position, results of operations or cash f lows
in  future  projects.

                                     -9-
<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.

RESULTS  OF  OPERATIONS

The Company had total revenues of $6,973 during the three months ended September
30,  1998  compared  to total revenues of $2,598 (from interest only) during the
three  months  ended September 30, 1997. The Company had a $485,207 net loss for
the three months ended September 30, 1998 compared to a net loss of $958,219 for
the comparable fiscal 1997 period. This change in net loss is primarily due to a
reduction  in  general  mining  and exploration costs, a decrease in general and
administrative expenses.  General and administrative expenses decreased $222,977
from  the  same  period  in  the  prior  fiscal  year.

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 $290 per ounce at September 30, 1998.  Instability in the
price  of  gold  may affect the profitability of the Company's operations if and
when    the  Company  realizes  economic  production.

                                     -10-
<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,
1998 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,  1998.

Item  2.      DEFAULTS  UPON  SENIOR  SECURITIES.

         None.

Item  3.      SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY-HOLDERS.

         None.

Item  4.      OTHER  INFORMATION.

         None.

Item  5.      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,  1998.

        None.

                                     -11-
<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)


By:     /s/ James Chapin
        James  Chapin
        Chief  Executive  Officer

Dated:   November 24, 1998



By:     /s/ James Chapin
        James  Chapin
        Principal  Financial  Officer
        and  Principal  Accounting  Officer

Dated: November 24,1 998


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