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 February 28,
1998.

 ....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 February 28,
the following shares of common were outstanding:  Common Stock,
no par value, 1,260,000 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
three months ended February 28, 1998, 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 February 28, 1998<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
February 28, 1998
(unaudited)

<TABLE>
<CAPTION>
<S>                                       <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                 239
OTHER ASSETS:
Organizational costs (net
of amortization)                          210

TOTAL ASSETS                              449

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                        1,918
Loan payable                              250

TOTAL CURRENT LIABILITIES               2,168

STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
1,260,000 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             63,900
Deficit accumulated
 during the
 development stage                   (73,119)
Total stockholders' equity            (1,719)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                      449
</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
(unaudited)
(Page 1 of 2)
<TABLE>
<CAPTION>

                          Nine           Nine            Period from
                        months         months              Inception
                         ended          ended              (8/28/96)
                       2/28/98        2/28/97           thru 2/28/98
<S>                        <C>            <C>                    <C>
INCOME                       -              -                      -
EXPENSES
Legal and
 professional            4,112          3,125                  8,603
Amortization                30             30                     90
Bank charges                14            (6)                     14
Rent                       300            300                    900
Filing fees                114              -                    169
Consulting
 fees                    3,000             55                 62,800
Director fees                -              -                    200
Office expense             261              3                    343

TOTAL
EXPENSES                 7,831          3,507                 73,119

NET LOSS               (7,831)        (3,507)               (73,119)
Accumulated deficit
 Balance, beginning
 of period            (65,288)          (351)                    -0-
 Balance, end of
 period               (73,119)        (3,858)               (73,119)
Loss per common
 share                   (NIL)          (NIL)                  (NIL)

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING          1,260,000      1,260,000              1,260,000
</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
(unaudited)
(Page 2 of 2)
<TABLE>
<CAPTION>

                                 Three          Three
                                months         months
                                 ended          ended
                               2/28/98        2/28/97
<S>                                <C>            <C>
INCOME                               -              -
EXPENSES
Legal and
 professional                    2,730          1,527
Amortization                        15             15
Bank charges                        10              -
Rent                               150            150
Filing fees                        114              -
Consulting
 fees                            3,000              -
Director fees                        -              -
Office expense                     261              -

TOTAL
EXPENSES                         6,280          1,692

NET LOSS                       (6,280)        (1,692)
Accumulated deficit
 Balance, beginning
 of period                    (66,839)        (2,166)
 Balance, end of
 period                       (73,119)        (3,858)
Loss per common
 share                           (NIL)          (NIL)

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                  1,260,000      1,260,000

</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>
                          Nine                   Nine           Period from
                        months                 months             Inception
                         ended                  ended             (8/28/96)
                       2/28/98                2/28/97          thru 2/28/98
<S>                        <C>                    <C>                   <C>
CASH FLOWS
 FROM OPERATING
 ACTIVITIES:

Net Loss               (7,831)                (3,507)              (73,119)
Noncash items
 included
 in net loss:
 Amortization               30                     30                    90
 Rent                      300                    300                   900
 Stock issued
 for consulting
 fees                    3,000                      -                62,800
 Stock issued
 for directors
 fees                        -                      -                   200
Changes in
 Current
 liabilities             1,168                  (405)                 2,168
Net cash used
 by operating
 activities            (3,333)                (3,582)               (6,961)

CASH FLOWS FROM INVESTING ACTIVITIES:

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

Net increase (decrease)
 in cash and cash
 equivalents           (3,333)                (3,582)                   239

CASH AND CASH EQUIVALENTS,
 Beginning
  of Period              3,572                  7,494                   -0-

CASH AND CASH EQUIVALENTS,
 End of
 Period                    239                  3,912                   239
</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
February 28, 1998


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Basis of Presentation

       The information included in the 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.

       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.

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

Fiscal Year
The Company has selected a May 31 fiscal year end for financial
reporting purposes.

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

Statement of Cash Flows
For purposes of the statements of cash flow, the Company considers
all highly liquid debt instruments purchased with an original maturity
date of three months or less to be cash equivalents.

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

Interest and Income Tax Expenses
The Company neither incurred nor paid any interest or income tax
liabilities during the interim periods presented.

2.  STOCKHOLDERS EQUITY
On January 15, 1998, shareholders surrendered 12,000 shares of the
Company's no par value common stock, reducing the number of
outstanding shares from 135,000 to 123,000.  On January 30, 1998, a
10 to 1 forward split was authorized, increasing the outstanding shares
to 1,230,000.  On February 2, 1998, an additional 30,000 shares were
issued in exchange for consulting services.

As of February 28, 1998, 1,260,000 shares of no par value common
stock were issued and outstanding, along with 4,830,000 Class A
warrants and 2,415,000 Class B warrants entitling the holder to
purchase one share of stock for $2.00 and $4.00, respectively.

3.  RELATED PARTY TRANSACTIONS.

The Company's directors and officers are also principal shareholders. 
Each has received approximately 24% of the outstanding shares.  In
each case, the share were issued for services provided which have been
valued at $60,000.

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 $4,227 for legal services rendered, $300 of which
was capitalized as organizational costs, with $1,804 payable at
February 28, 1998.

On February 25, 1998, the Company received $250 in shareholder
loans.  On March 12, 1998, subsequent to the end of the quarter on
February 28, 1998, additional shareholder loans of $1,800 were
received.

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.

4.     SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES.  As mentioned in Note 3, the Company
has incurred $900 in rent expense since inception which has been
designated as paid-in capital.  Similarly, the Company recorded
amortization of the organization costs of $90.


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 February 28, 1998,
reflects a current asset value of $239 and a total asset value of $449.

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 February
28, 1998, 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 $73,119 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.

Subsequent to the end of the quarter, the Company received working
capital loans totalling $1,800 from three of its principal shareholders. 
In the event the Company needs additional funds prior to the
completion of a business combination to meet its cash needs, including
the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934, it will seek to obtain such funds
from its officers, directors or principal shareholders in the form of
additional working capital loans.  However, no 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 February 28, 1998.

<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.

BUFFALO CAPITAL III, LTD.
(Registrant)

Date:  April 14, 1998


By: /s/___________________________
       Grant Peck, President