================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                   FORM 10-QSB


(Mark One)

    [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 000-22731


                                MINERA ANDES INC.
        (Exact name of small business issuer as specified in its charter)

                                 ALBERTA, CANADA
         (State or other jurisdiction of incorporation or organization)

                                      NONE
                      (I.R.S. Employer Identification No.)

                    3303 N. SULLIVAN ROAD, SPOKANE, WA 99216
                    (Address of principal executive offices)

                                 (509) 921-7322
                           (Issuer's telephone number)

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 [ ]

Shares outstanding as of October 31, 1998: 20,390,030 shares of common stock,
with no par value

Transitional Small Business Disclosure Format (Check One):  Yes [ ] No [X]


================================================================================
<PAGE>
                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

         Item 1   Consolidated Financial Statements............................3

         Item 2   Management's Discussion and Analysis of
                  Financial Condition and Results of Operations...............10


PART II - OTHER INFORMATION

         Item 6   Exhibits and Reports on Form 8-K............................12


SIGNATURES....................................................................13


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
                           CONSOLIDATED BALANCE SHEETS
                            (U.S. Dollars-Unaudited)


                                                                                 September 30,         December 31,
                                                                                         1998                 1997
                                                                                -------------        -------------
                                     ASSETS
<S>                                                                             <C>                  <C>          
Current:
          Cash and cash equivalents                                             $   2,775,703        $   4,003,519
          Receivables and prepaid expenses                                             88,985              212,533
                                                                                -------------        -------------
                 Total current assets                                               2,864,688            4,216,052
Mineral properties and deferred exploration costs                                   4,095,912            3,226,856
Capital assets, net                                                                   170,846              220,981
                                                                                -------------        -------------
                 Total assets                                                   $   7,131,446        $   7,663,889
                                                                                =============        =============

                                   LIABILITIES
Current:
          Accounts payable and accruals                                         $      56,914        $      79,168
          Due to related parties                                                       34,030              118,273
                                                                                -------------        -------------
                 Total current liabilities                                             90,944              197,441
                                                                                -------------        -------------

                              SHAREHOLDERS' EQUITY
Share capital                                                                      16,414,666           15,132,262
Accumulated deficit                                                                (9,374,164)          (7,665,814)
                                                                                -------------        -------------
                 Total shareholders' equity                                         7,040,502            7,466,448
                                                                                -------------        -------------
                 Total liabilities and shareholders' equity                     $   7,131,446        $   7,663,889
                                                                                =============        =============


        The accompanying notes are an integral part of these consolidated
                             financial statements.
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>
                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
          CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                            (U.S. Dollars-Unaudited)

                                                                                                                     Period from
                                                                                                                    July 1, 1994
                                        Three Months       Three Months        Nine Months        Nine Months      (commencement)
                                               Ended              Ended              Ended              Ended            through
                                        September 30,      September 30,      September 30,      September 30,      September 30,
                                                1998               1997               1998               1997               1998
                                       -------------      -------------      -------------      -------------      -------------
<S>                                    <C>                <C>                <C>                <C>                <C>          
Administration fees                    $       7,886      $       9,111      $      24,492      $      25,531      $     144,527
Audit & accounting                            13,086             13,541             58,430             42,423            155,740
Consulting fees                               44,604             33,439            133,879            121,843            574,239
Depreciation                                   1,699              1,013              4,482              1,648              7,626
Equipment rental                               1,517              2,427              4,552              2,427             11,424
Foreign exchange (gain) loss                 106,870             37,300            216,225            127,338            408,736
Insurance                                     17,937                639             53,812                639             72,388
Legal                                         24,730             16,553             83,956            114,224            327,372
Maintenance                                       47                  0                101                  0                266
Materials & supplies                               0              5,000              1,570              5,012             44,847
Office overhead                               49,192             81,543            223,636            405,923            988,968
Telephone                                     13,898             11,523             53,518             43,812            240,890
Transfer agent                                 3,036              2,466             11,457              6,206             60,612
Travel                                         8,710             16,406             24,083             41,026            218,482
Wages & benefits                              53,458             53,519            164,178            163,603            665,984
Write-off of deferred
  expenditures                                     0                  0            756,557                  0          5,241,205
                                       -------------      -------------      -------------      -------------      -------------
Total expenses                               346,670            284,480          1,814,928          1,101,655          9,163,306
Interest income                              (35,906)           (41,648)          (112,961)          (128,983)          (373,872)
                                       -------------      -------------      -------------      -------------      -------------
Loss for the period                          310,764            242,832          1,701,967            972,672          8,789,434
Accumulated deficit,
  beginning of the period                  9,063,181          4,088,497          7,665,814          3,275,646                  0
Share issue costs                                219              4,123              6,383             87,134            567,515
Deficiency on acquisition
  of subsidiary                                    0                  0                  0                  0             17,215
                                       -------------      -------------      -------------      -------------      -------------
Accumulated deficit,
  end of the period                    $   9,374,164      $   4,335,452      $   9,374,164      $   4,335,452      $   9,374,164
                                       =============      =============      =============      =============      =============
Loss per common share                  $        0.01      $       0 .01      $        0.08      $        0.06      $        0.68
                                       =============      =============      =============      =============      =============
Weighted average shares
  outstanding                             20,390,030         19,200,012         19,944,697         17,222,432         12,971,064
                                       =============      =============      =============      =============      =============


        The accompanying notes are an integral part of these consolidated
                             financial statements.
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>
                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
                  CONSOLIDATED STATEMENTS OF MINERAL PROPERTIES
                         AND DEFERRED EXPLORATION COSTS
                            (U.S. Dollars-Unaudited)


                                                                                                                     Period from
                                                                                                                    July 1, 1994
                                        Three Months       Three Months        Nine Months        Nine Months      (commencement)
                                               Ended              Ended              Ended              Ended            through
                                        September 30,      September 30,      September 30,      September 30,      September 30,
                                                1998               1997               1998               1997               1998
                                       -------------      -------------      -------------      -------------      -------------
<S>                                    <C>                <C>                <C>                <C>                <C>          
Administration fees                    $       5,209      $       5,080      $      16,585      $      19,821      $     299,304
Assays & analytical                            6,472             35,169            153,491            172,970            725,393
Construction & trenching                           0                  0             23,576             27,987            490,269
Consulting fees                               24,696             23,295            105,418             71,666            697,778
Depreciation                                  18,285             12,335             54,857             22,050            114,144
Drilling                                         120                  0            177,723             54,805            515,316
Equipment rental                                 763                  0             18,232             38,959            233,232
Geology                                       84,501            137,112            332,579            594,898          2,316,584
Geophysics                                    29,087             54,658             51,577             54,658            238,204
Insurance                                     12,533             12,826             37,416             28,515            155,422
Legal                                         32,028             38,179             80,666             76,966            460,005
Maintenance                                    5,022             11,701             21,804             26,763            119,359
Materials & supplies                           6,760             18,349             29,813             51,647            354,760
Project overhead                               9,014             11,745             24,093             31,922            233,397
Property & mineral rights                     45,012            120,294            200,831            296,958          1,219,283
Telephone                                      2,189              1,468              9,645              4,508             43,668
Travel                                        30,465             46,213            177,069            143,443            700,803
Wages & benefits                              34,649             32,816            110,238             91,296            544,057
                                       -------------      -------------      -------------      -------------      -------------
Costs incurred during the period             346,805            561,240          1,625,613          1,809,832          9,460,978
Deferred costs, beginning of period        3,749,107          4,689,471          3,226,856          3,440,879                  0
Deferred costs acquired                            0                  0                  0                  0            576,139
Deferred costs written off                         0                  0           (756,557)                 0         (5,241,205)
Mineral property option proceeds                   0                  0                  0                  0           (700,000)
                                       -------------      -------------      -------------      -------------      -------------
Deferred costs, end of the period      $   4,095,912      $   5,250,711      $   4,095,912      $   5,250,711      $   4,095,912
                                       =============      =============      =============      =============      =============


        The accompanying notes are an integral part of these consolidated
                             financial statements.
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
            CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
                            (U.S. Dollars-Unaudited)


                                                                                                                     Period from
                                                                                                                    July 1, 1994
                                        Three Months       Three Months        Nine Months        Nine Months      (commencement)
                                               Ended              Ended              Ended              Ended            through
                                        September 30,      September 30,      September 30,      September 30,      September 30,
                                                1998               1997               1998               1997               1998
                                       -------------      -------------      -------------      -------------      -------------
<S>                                    <C>                <C>                <C>                <C>                <C>          
Operating Activities
  Loss for the period                  $    (310,764)     $    (242,832)     $  (1,701,967)     $    (972,672)     $  (8,789,434)
  Non-cash items:
      Write-off of incorporation
        costs                                      0                  0                  0                  0                665
      Write-off of deferred
        expenditures                               0                  0            756,557                  0          5,241,205
      Depreciation                             1,699              1,013              4,482              1,648              7,626
                                       -------------      -------------      -------------      -------------      -------------
                                            (309,065)          (241,819)          (940,928)          (971,024)        (3,539,938)
  Net changes in non-cash
    working capital items                    (68,278)          (258,907)            17,052            (75,373)             1,962
                                       -------------      -------------      -------------      -------------      -------------
  Cash (used in) operating activities       (377,343)          (500,726)          (923,876)        (1,046,397)        (3,537,976)
                                       -------------      -------------      -------------      -------------      -------------

Investing Activities
  Incorporation costs                              0                  0                  0                  0               (665)
  Purchases of capital assets                 (1,589)          (214,683)            (9,205)          (221,251)          (292,617)
  Mineral properties and deferred
    exploration costs                       (346,805)          (561,240)        (1,625,613)        (1,809,832)        (9,460,978)
  Acquisition of subsidiaries                      0                  0                  0                  0           (593,354)
  Mineral property option proceeds                 0                  0                  0                  0            700,000
  Non-cash item : depreciation                18,285             12,235             54,857             22,050            114,144
                                       -------------      -------------      -------------      -------------      -------------
  Cash (used in) investing activities       (330,109)          (763,688)        (1,579,961)        (2,009,033)        (9,533,470)
                                       -------------      -------------      -------------      -------------      -------------

Financing Activities
  Shares issued for cash                           0             78,146          1,282,404          1,767,248         15,839,127
  Shares issued for subsidiaries                   0                  0                  0                  0            575,537
  Share issue costs                             (219)            (4,123)            (6,383)           (87,134)          (567,515)
                                       -------------      -------------      -------------      -------------      -------------
  Cash (used in) provided by
    financing activities                        (219)            74,023          1,276,021          1,680,114         15,847,149
                                       -------------      -------------      -------------      -------------      -------------

Increase (decrease) in cash and
  cash equivalents                          (707,671)        (1,190,391)        (1,227,816)        (1,375,316)         2,775,703
Cash and cash equivalents,
  beginning of the period                  3,483,374          6,475,708          4,003,519          6,660,633                  0
                                       -------------      -------------      -------------      -------------      -------------
Cash and cash equivalents,
  end of the period                    $   2,775,703      $   5,285,317      $   2,775,703      $   5,285,317      $   2,775,703
                                       =============      =============      =============      =============      =============


              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>

                                        6
<PAGE>
                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (U.S. Dollars-Unaudited)


1.  ACCOUNTING POLICIES

    The accompanying consolidated financial statements of Minera Andes Inc. (the
    "Corporation") for the three month and nine month periods ended September
    30, 1998 and 1997 and for the period from commencement (July 1, 1994)
    through September 30, 1998 have been prepared in accordance with accounting
    principles generally accepted in Canada which differ in certain respects
    from principles and practices generally accepted in the United States, as
    described in Note 2. Also, they are unaudited but, in the opinion of
    management, include all adjustments, consisting only of normal recurring
    items, necessary for a fair presentation. Interim results are not
    necessarily indicative of results which may be achieved in the future. The
    December 31, 1997 financial information has been derived from the
    Corporation's audited consolidated financial statements.

    These consolidated financial statements should be read in conjunction with
    the consolidated financial statements and notes thereto for the year ended
    December 31, 1997. The accounting policies set forth in the audited annual
    consolidated financial statements are the same as the accounting policies
    utilized in the preparation of these consolidated financial statements,
    except as modified for appropriate interim presentation.


2.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES

     Differences between Canadian and U.S. generally accepted accounting
     principles ("GAAP") as they pertain to the Corporation relate to accounting
     for share issue costs, loss per share, non-cash issuance of common shares,
     the acquisition of Scotia Prime Minerals, Incorporated, compensation
     expense associated with the release of shares from escrow, mineral
     properties and deferred exploration costs, stock-based compensation and
     non-cash working capital items and are described in Note 13 to the
     Corporation's consolidated financial statements for the year ended December
     31, 1997.

     a.   The impact of the above on the interim consolidated financial
          statements is as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended                          Nine Months Ended
                                                --------------------------------------      -------------------------------------
                                                        Sept. 30,             Sept. 30,            Sept. 30,            Sept. 30,
                                                            1998                  1997                 1998                  1997
                                                ----------------      ----------------      ---------------      ----------------
     <S>                                        <C>                   <C>                   <C>                  <C>             
     Accumulated deficit, end of period,                                                                                         
     per Canadian GAAP                          $      9,374,164      $      4,335,452      $     9,374,164      $      4,335,452
     Adjustment for acquisition of Scotia                248,590               248,590              248,590               248,590
     Adjustment for compensation expense               6,324,914             3,820,939            6,324,914             3,820,939
     Adjustment for share issue costs                   (567,515)             (566,825)            (567,515)             (566,825)
                                                ----------------      ----------------      ---------------      ----------------
     Accumulated deficit, end of period
     per U.S. GAAP                              $     15,380,153      $      7,838,156      $    15,380,153      $      7,838,156
                                                ================      ================      ===============      ================
</TABLE>

                                        7
<PAGE>
                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
                            (U.S. Dollars-Unaudited)


<TABLE>
<CAPTION>
                                                          Three Months Ended                          Nine Months Ended
                                                --------------------------------------      -------------------------------------
                                                        Sept. 30,             Sept. 30,            Sept. 30,            Sept. 30,
                                                            1998                  1997                 1998                  1997
                                                ----------------      ----------------      ---------------      ----------------
     <S>                                        <C>                   <C>                   <C>                  <C>             
     Share capital, per Canadian GAAP           $     16,414,666      $     15,132,262      $    16,414,666      $     15,132,262
     Adjustment for acquisition of Scotia                248,590               248,590              248,590               248,590
     Adjustment for compensation expense               6,324,914             3,820,939            6,324,914             3,820,939
     Adjustment for share issue costs                   (567,515)             (566,825)            (567,515)             (566,825)
                                                ----------------      ----------------      ---------------      ----------------
     Share capital, per U.S. GAAP               $     22,420,655      $     18,634,966      $    22,420,655      $     18,634,966
                                                ================      ================      ===============      ================
</TABLE>


                                                                  Period from
                                                                 July 1, 1994
                                                                (commencement)
                                                                      through
                                                               Sept. 30, 1998
                                                              ---------------
     Net loss for the period, per Canadian GAAP               $     8,789,434
     Adjustment for acquisition of Scotia                             248,590
     Adjustment for compensation expense                            6,324,914
                                                              ---------------
     Loss for the period, per U.S. GAAP                       $    15,362,938
                                                              ===============
     Loss per common share, per U.S. GAAP                     $          1.18
                                                              ===============


     There were no U.S. GAAP adjustments relating to the net loss reported for
     the three month and nine month periods ended September 30, 1998 and 1997.

b.   The following table sets forth the components of the net changes in
     non-cash working capital items as reflected in the consolidated statements
     of changes in financial position under U.S. GAAP.

                                        8
<PAGE>
                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
                            (U.S. Dollars-Unaudited)


<TABLE>
<CAPTION>
                                                                                                           Period from
                                    Three Months Ended                      Nine Months Ended             July 1, 1994
                            ----------------------------------      ---------------------------------    (commencement)
                                   Sept. 30,         Sept. 30,         Sept. 30,         Sept. 30,             through
                                       1998              1997              1998              1997       Sept. 30, 1998
                                -----------       -----------       -----------       -----------       --------------
<S>                             <C>               <C>               <C>               <C>               <C>            
Add (deduct) non-cash
working capital items:

Receivables and                                                                                                                  
prepaid expenses                $    49,626       $  (115,102)      $   123,549       $    42,930       $      (88,982)

Accounts payable                                                                                                                 
and accruals                        (20,621)          (44,421)          (22,254)          (73,923)              56,914

Due to related parties              (97,283)          (99,384)          (84,243)          (44,380)              34,030
                                -----------       -----------       -----------       -----------       --------------
                                $   (68,278)      $  (258,907)      $    17,052       $   (75,373)      $        1,962
                                ===========       ===========       ===========       ===========       ==============
</TABLE>

                                        9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Note Regarding Forward-Looking Statements
The information in this report includes "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and is subject to the safe harbor created by
those sections. Factors that could cause results to differ materially from those
projected include, but are not limited to, results of current exploration
activities, the market price of precious and base metals, the availability of
joint venture partners or sources of financing, and other risk factors detailed
in the Corporation's Securities and Exchange Commission filings.

Overview
The principal business of the Corporation is the exploration and development of
mineral properties, consisting of mineral rights and applications for mineral
rights covering approximately 530,000 acres in six provinces in the Republic of
Argentina. The lands are comprised of option-to-purchase contracts, exploration
and mining agreements and direct interests through the Corporation's filings for
exploration concessions. The Corporation carries out its business by acquiring,
exploring and evaluating mineral properties through its ongoing exploration
program. Following exploration, the Corporation either seeks to enter into joint
ventures to further develop these properties or disposes of them if the
properties do not meet the Corporation's requirements. The Corporation's
properties are all early stage exploration properties and no proven or probable
reserves have been identified.

Plan of Operations
The Corporation has budgeted and plans to spend approximately $1.2 million over
the next 12 months for mineral properties and on exploration activities on its
properties in Argentina. The Corporation believes that its existing funds and
projected sources of funds will be sufficient to finance this planned
exploration and the related ongoing activities for this future period. If the
Corporation were to develop a property or group of properties beyond the stage
of exploration, substantial additional financing would be necessary. Such
financing would likely be in the form of equity, debt or a combination of equity
and debt. The Corporation has no current plans to seek such financing and there
is no assurance that such financing, if necessary, would be available to the
Corporation on favorable terms, if at all.

Results of Operations
Third quarter 1998 compared with third quarter 1997
The Corporation had a net loss of $0.31 million for the third quarter of 1998,
compared with a net loss of $0.24 million for the third quarter of 1997. The
main reason for the increase in the net loss was the exchange loss arising from
the continuing fall in the values of the Canadian dollar compared to the U.S.
dollar. Excluding the exchange loss, the Corporation had been successful in
holding operating costs at the same total level for the same period in 1997. The
fall in the Canadian dollar resulted in an exchange loss for the Corporation of
$0.11 million for the quarter, compared to a loss of $0.04 million in the same
period last year. The Corporation still maintains the major portion of its
working capital and cash reserves in accounts denominated in Canadian dollars,
although that exposure was reduced during the third quarter. At September 30,
1998, the Corporation held Cdn$2.6 million in Canadian dollar denominated
accounts, compared with Cdn$4.9 million at June 30, 1998. Total mineral property
and deferred exploration costs during the quarter were $0.35 million, compared
with $0.56 million for the third quarter of 1997. The costs in the third quarter
of 1998 reflect a reduced level of staffing in Argentina, necessitated by
continuing low metal prices and languishing equity markets for junior
exploration companies.

                                       10
<PAGE>
Nine months ended September 30, 1998 compared with the nine months ended
September 30, 1997 The Corporation had a net loss of $1.7 million for the nine
months ended September 30, 1998, compared with a net loss of $0.97 million for
the comparable period in 1997. The write-off in the second quarter on the
abandonment of the Santa Clara property of $0.76 million was the major
contributor to this increase. Other material changes from the first nine months
of 1997 to the same period in 1998, included increased foreign exchange losses
and insurance costs in the 1998 period, offset by reduced general and
administrative expenses and office overhead from the first nine months in 1997
(when the Corporation had stepped up its financing and investor relations
activities). Total mineral property and deferred exploration costs for the nine
months in 1998 were $1.62 million compared with $1.81 million in the same period
in 1997. Some of the reduction resulted from the cut-backs in Argentina, but the
concentration on the Corporation's El Pluma/Cerro Saavedra property was a factor
also. Since the preliminary exploration success on El Pluma/Cerro Saavedra
earlier in 1998, the Corporation has narrowed its focus on this property but has
also expanded its property position in the region. In comparison, 1997 costs had
been spread over a number of properties, some of which the Corporation
subsequently abandoned. Deferred expenditures related to mineral properties and
exploration decreased to $4.1 million at September 30, 1998 from $5.3 million a
year earlier as a result of the abandonment of properties and write-off of
deferred expenditures.

Liquidity and Capital Resources
Due to the nature of the mining industry, the acquisition, exploration and
development of mineral properties requires significant expenditures prior to the
commencement of production. To date, the Corporation has financed its activities
through the sale of equity securities and by entering into joint venture
arrangements. The Corporation expects to use similar financing techniques in the
future. There is no assurance, however, that such financing will be available on
favorable terms.

At September 30, 1998, the Corporation had cash and cash equivalents of $2.8
million, compared to cash and cash equivalents of $5.3 million as of September
30, 1997. During the year, the Corporation continued to spend its cash for the
acquisition and exploration of its properties in Argentina, but because of its
preliminary exploration success, it has continued to attract additional equity
capital through the exercise of outstanding warrants. Financing activities
resulted in the receipt of $1.3 million in cash from the exercise of warrants in
the first nine months of 1998, compared to $1.8 million received in the nine
months ended September 30, 1997, when the Corporation received proceeds from its
1996 special warrant private placement, and from the exercise of warrants issued
in earlier financings. The Corporation's operating activities used $0.92 million
in the first nine months of 1998 compared with $1.05 million in the nine months
ended September 30, 1997. The Corporation's investing activities totaled $1.58
million in the nine months ended September 30, 1998, compared with $2.01 million
during the same period in 1997. Both the investing and operating activities
reflect the cost reductions the Corporation has made because of low precious
metal prices and depressed mining equity markets. Working capital at September
30, 1998 was $2.8 million. The Corporation believes its working capital position
is sufficient to allow the Corporation to fund currently planned operations for
the next 18 months.

                                       11
<PAGE>
                           PART II - OTHER INFORMATION
                           ---------------------------


Item 6. Exhibits and Reports on Form 8-K

        a.   Exhibits

             Exhibit Number               Description
             --------------               -----------

                  27                 Financial Data Schedule

        b.   Reports on Form 8-K:  None

                                       12
<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.


                                       MINERA ANDES INC.


Date: November 10, 1998                By: ALLEN V. AMBROSE
      -----------------------              -------------------------------------
                                           Allen V. Ambrose
                                           President



Date: November 10, 1998                By: ALLAN J. MARTER
      -----------------------              -------------------------------------
                                           Allan J. Marter
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)

                                       13
<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number             Description
-------            -----------

  27               Financial Data Schedule