U.S. 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 November 30,
1997.

 ....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   0-21951

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

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

7331 S. Meadow Court
Boulder,  Colorado                   80301
(Address of Principal Office)        Zip Code

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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ..X..  No ....

Applicable only to issuers involved in bankruptcy proceedings during
the past five years.

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.  Yes ..... 
No .....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  At November 30,
1997, the following shares of common were outstanding:  Common
Stock, no par value, 135,000 shares.

Transitional Small Business Disclosure
Format (Check one):
Yes .....     No ..X..<PAGE>
PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

       (a)  The unaudited financial statements of registrant for the six
months ended November 30, 1997, follow.  The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.



                        BUFFALO CAPITAL III, LTD.
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS








                     Quarter Ended November 30, 1997<PAGE>
Buffalo Capital III, Ltd.
(A Development Stage Company)

Index to Financial Statements

Balance Sheet
Statement of Loss and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements<PAGE>
Buffalo Capital III, Ltd.
(A Development Stage Company)
BALANCE SHEET
as of and for the quarter ended
November 30, 1997

(unaudited)

<TABLE>
<CAPTION>
                                      November 30, 1997
<S>                                          <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents               1,583
OTHER ASSETS:
Organizational costs (net
of amortization)                          225

TOTAL CURRENT
  ASSETS                                1,808

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                          397

STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
135,000 shares issued and
outstanding                             7,500
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding          -0-
Additional paid-in capital             60,750
Deficit accumulated
 during the
 development stage                   (66,839)
Total stockholders' equity              1,411

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                    1,808
</TABLE>
The accompanying notes are an integral part of these financial statements.<PAGE>
Buffalo Capital III, Ltd.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
as of and for the six months ended
November 30, 1997
(unaudited)

<TABLE>
<CAPTION>
                       Period from
                       Inception      Three months   Initial        Six Months
                       (8/28/96)      ended          period ended   Ended
                       thru 11/30/97  11/30/97       11/30/96       11/30/97
<S>                        <C>            <C>            <C>            <C>

INCOME                       -              -              -              -

EXPENSES
Legal and
 professional            5,873          1,382          1,598          2,462
Amortization                75             15             15             30
Bank charges                 4              4            (6)              4
Rent                       750            150            150            300
Filing fees                 55              -             55              -
Consulting fees         59,800              -              -              -
Director fees              200              -              -              -
Office expense              82              -              3             79

TOTAL EXPENSES          66,839          1,551          1,815          2,875

NET LOSS              (66,839)        (1,551)        (1,815)        (2,875)

Accumulated deficit
 Balance, Beginning
 of period                 -0-       (65,288)          (351)       (63,654)
 Balance, End of
 period               (66,839)       (66,839)        (2,166)       (66,839)

Loss per common
 share                   (NIL)          (NIL)          (NIL)          (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING            135,000        135,000        135,000        135,000
</TABLE>
The accompanying notes are an integral part of these financial statements.<PAGE>
Buffalo Capital III, Ltd.
(A Development Stage Company)
STATEMENTS OF CASH FLOW
(unaudited)

<TABLE>
<CAPTION>
                              Period from    For the        For the
                              Inception      six months     period
                              (8/28/96)      ended          ended
                              to 11/30/97    11/30/97       11/30/96
<S>                                <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                      (66,839)        (2,462)        (1,815)
Noncash items included
 in net loss:
 Amortization                       75             30             15
 Rent                              750            300            150
 Stock issued for
 consulting fees                59,800              -              -
 Stock issued for
 directors fees                    200              -              -
Changes in
 Current
 liabilities                       397          (397)          (405)
Net cash used
 by operating
 activities                    (5,617)        (1,735)        (2,055)

CASH FLOWS FROM INVESTING ACTIVITIES:

Organization costs               (300)              -              -
Issuance of common
 stock                           7,500              -          2,500
Net cash and cash
 equivalents provided
 (used) by financing
 activities                      7,200              -          2,500

Net increase (decrease)
 in cash and cash
 equivalents                     1,583        (2,148)            445


CASH AND CASH EQUIVALENTS,
 Beginning of Period               -0-          3,572          4,994

CASH AND CASH EQUIVALENTS,
 End of Period                   1,583          1,583          5,439
</TABLE>
The accompanying notes are an integral part of these financial statements.<PAGE>
Buffalo Capital III, Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 1997


NOTE 1.  Basis of Presentation

       The information included in the consolidated condensed
financial statements is unaudited, but includes all adjustments
(consisting of normal recurring items) which are, in the opinion of
management, necessary for a fair representation of the interim period
presented.

NOTE 2.  Development stage company

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

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

NOTE 3.  Loss Per Common Share

       Loss per common share has been computed based upon the
weighted average number of shares of common stock outstanding
during each period.  In March, 1997, the Financial Accounting
Standards Board issued SFAS No. 128, Earnings Per Share.  SFAS
No. 128 establishes standards for computing and presenting earnings to
per share and applies to entities with publicly held common stock. 
This statement is effective for interim and annual periods ending after
December 15, 1997, and early adoption is not permitted.  The
Company will adopt this statement for its quarter ending February 28,
1998, and when adopted, the statement will require restatement of
prior years' earnings per share.

NOTE 4.  Fiscal year

The Company has selected a May 31 fiscal year end for financial
reporting purposes.  For tax reporting purposes, the fiscal year end is
August 31.

NOTE 5.  Related Party Transactions.

The Company's general and securities counsel, Gary S. Joiner, a
partner in the law firm of Frascona, Joiner & Goodman, P.C., is one
of the Company's principal shareholders.  Since inception, the
Company has paid $3,485 for legal services rendered, $300 of which
was capitalized as organizational costs, with $397 payable at
November 30, 1997.

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION

Liquidity and Capital Resources.

The Company remains in the development stage, and since inception,
has experienced no significant change in liquidity or capital resources
or stockholders' equity other than the receipt of net proceeds in the
amount of $7,500 from its inside capitalization funds.  Consequently,
the Company's balance sheet for the quarter ended November 30,
1997, reflects a current asset value of $1,583 and a total asset value of
$1,808.

The Company will carry out its plan of business to seek out and take
advantage of business opportunities that may have potential for profit,
and acquire such businesses, or a controlling interest therein.  The
Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the
operating losses (if any) of the business entity which the Company
may eventually acquire.

Results of Operations.

During the period from August 28, 1996 (inception) through
November 30, 1997, the Company has engaged in no significant
operations other than the acquisition of capital and registering its
securities under the Securities and exchange Act of 1934, as amended. 
No revenues were received by the Company during this period.  The
Company has experienced a net loss of $66,839 since inception.  This
loss is primarily the result of legal and accounting costs of compliance
with the reporting requirements of the securities laws and issuance of
stock to the Company's officers and directors and other non-
management principal shareholders for consulting services related to
organization of the Company and development of its business plan.

For the current fiscal year, the Company anticipates an increased net
loss owing to expenses associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not
generate revenues, and may continue to operate at a loss after
completing a business combination, depending upon the performance
of the acquired business.

Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company
might seek to compensate providers of services by issuance of stock in
lieu of cash.

Need for Additional Financing.

The Company believes that its existing capital will be sufficient to
meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended, until the Company has completed a business
combination.

There is no assurance, however, that the available funds will ultimately
prove to be adequate for the Company's operations.  No other
commitments to provide funds have been made by management or
other stockholders.  Accordingly, there can be no assurance that any
loans will be made to the Company or that other funds will prove to
be available to cover the Company's expenses.

PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)     EXHIBIT 27 - FINANCIAL DATA SCHEDULE
       (b)     There were no reports on Form 8-K filed during the
quarter ended November 30, 1997.




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.

BUFFALO CAPITAL III, LTD.
(Registrant)

Date:  January 14, 1998


By: /s/___________________________
       Grant Peck, President