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 Ex-
change 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 No:   0-23871

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

Colorado                        84-1434323
(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 10/31/98 the
following shares of common were outstanding:  Common Stock, no par
value, 4,620,000 shares; Class A Warrants to purchase common stock,
1,020,000; Class B Warrants to purchase common stock, 510,000.

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 as of and for
the quarter ending September 30, 1998, the nine months ending
September 30, 1998, and for the period from inception through Septem-
ber 30, 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 VII, LTD.
                   (A Development Stage Company)

                       FINANCIAL STATEMENTS








                 Quarter Ended September 30, 1998
<PAGE>
                     Buffalo Capital VII, Ltd.
                   (A Development Stage Company)


Index to Financial Statements


Balance Sheet
Statement of Loss and Accumulated Deficit
Statements of Cash Flows
Statement of Stockholders' Equity
Notes to Financial Statements
<PAGE>
Buffalo Capital VII, Ltd.
(A Development Stage Company)
BALANCE SHEET
as of September 30, 1998

(unaudited)

<TABLE>
<CAPTION>
<S>                                     <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents          1,478

OTHER ASSETS:
Organizational costs (net
of amortization)                     530

TOTAL ASSETS                       2,008

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                       0

STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
4,620,000 shares issued and
outstanding                       12,150

Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding       0

Additional paid-in capital        22,730

Deficit accumulated
 during the
 development stage              (32,872)

Total stockholders' equity         2,008

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                            2,008
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Buffalo Capital VII, Ltd.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
for the three and nine months ended September 30, 1998
and for the period from September 19, 1997 to
September 30, 1998
(unaudited)
<TABLE>
<CAPTION>
                           Three        Nine                Period from
                           Months       Months              Inception
                           Ended        Ended               (9/19/97) thru
                           9/30/98      9/30/98             9/30/98
<S>                           <C>          <C>                 <C>

INCOME                          -            -                   -

EXPENSES
Legal and
 professional               1,380        5,293               5,422
Advertising                     -          246                 246
Amortization                   30           70                  70
Rent                          150          450                 600
Consulting fees             4,000       15,500              25,400
Office expense                634        1,117               1,134

TOTAL EXPENSES              6,194       22,676              32,872

NET LOSS                  (6,194)     (22,676)            (32,872)

Accumulated deficit
 Balance, Beginning
 of period               (26,678)     (10,196)                   0
 Balance, End of
 period                  (32,872)     (32,872)            (32,872)

Loss per common
 share                      (NIL)       (.02)              (.03)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING             3,989,500    2,011,900           1,753,000
</TABLE>
The accompanying notes are an integral part of these financial statements.<PAGE>
Buffalo Capital VII, Ltd.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the nine months ended September 30, 1998 and for
the period from September 19, 1997 to September 30, 1998
(unaudited)

<TABLE>
<CAPTION>
                                        Nine                Period from
                                        Months              Inception
                                        Ended               (9/19/97) thru
                                        9/30/98             9/30/98
<S>                                        <C>                 <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:

Net Loss                              (22,676)            (32,872)
Noncash items included
 in net loss:
 Amortization                               70                  70
 Rent                                      450                 600
 Stock issued for
 consulting fees                        15,500              25,400
 Expenses paid by
 shareholders                            1,380               1,380

Changes in
 Current
 liabilities                                 -                   -
Net cash used
 by operating
 activities                            (5,276)             (5,422)

CASH FLOWS FROM
INVESTING ACTIVITIES:
Organization costs                       (600)               (600)
Issuance of common
 stock                                       -               7,500
Net cash and cash
 equivalents provided
 (used) by financing
 activities                              (600)              6,900

Net increase (decrease)
 in cash and cash
 equivalents                           (5,876)               1,478

CASH AND CASH EQUIVALENTS,
 Beginning of Period                     7,354                   0

CASH AND CASH EQUIVALENTS,
 End of Period                           1,478               1,478
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Buffalo Capital VII, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to September 30, 1998
(page 1 of 2)
<TABLE>
<CAPTION>


                           Common Stock                     Additional
                           Number of                        Paid-in
                           shares         Amount            Capital
<S>                           <C>          <C>                 <C>
Common stock issued
for services, April 1997
at $.02 per share         495,000        9,900                   -

Common stock issued for
cash, September 1997
at $.50 per share          15,000          300               7,200

Stock split 2:1 forward
December 1997             510,000            -                   -

Common stock issued
for services,
June 1998                 115,000        1,150              10,350

Stock split 4:1 forward
July 1998               3,405,000            -                   -

Common stock issued
for services
July 1998                  80,000          800               3,200
Rent provided at
 no charge                      -            -                 600

Expenses paid by
shareholders                    -            -               1,380

Net loss for the
 period ended
 September 30, 1998             -            -                   -

Balance
 September 30, 1998     4,620,000       12,150              22,550
</TABLE>
The accompanying notes are an integral part of these financial statements.<PAGE>
Buffalo Capital VII, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to September 30, 1998
(page 2 of 2)

<TABLE>
<CAPTION>
                                       Deficit
                                   Accumulated
                                    during the              Total
                                   development              stockholder
                                         stage              equity

<S>                                        <C>                 <C>
Common stock issued
for services, April 1997
at $.02 per share                            -               9,900

Common stock issued for
cash, September 1997
at $.50 per share                            -               7,500

Stock split 2:1 forward
December 1997                                -                   -

Common stock issued
for services, June 1998                      -              11,500

Stock split 4:1 forward
July 1998                                    -                   -

Common stock issued
for services
July 1998                                    -               4,000

Rent provided at
 no charge                                   -                 600

Expenses paid by
shareholders                                 -               1,380

Net loss for the period
 period ended September 30, 1998      (32,872)            (32,872)

Balance September 30, 1998            (32,872)               2,008
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Buffalo Capital VII, Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The information including 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 VII, Ltd. (the "Company") was incorporated under the laws of
the State of Colorado on September 19, 1997.  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 seek to acquire
one or more existing businesses which have existing management, through
merger or acquisition, that may have potential for profit, and to that end,
intends to acquire properties or businesses, or a controlling interest therein. 
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 an December 31 fiscal year end.

Loss per share
Loss per share was computed using the weighted number of shares outstanding
during the period.

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 statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity 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 reported in these
financial statements and accompanying notes.  Actual results could differ from
those estimates.

Stock basis
Shares of common stock issued for other than cash have been assigned amounts
equivalent to the fair value of the service or assets received in exchange.


2.     STOCKHOLDERS' EQUITY

At inception, 495,000 Units were issued to directors and related parties.  The
Units were issued for consideration consisting of preincorporation services
valued at $.01 per Unit.  Each of the Units consists of one share of common
stock, two Class A Warrants to purchase common stock for $2.00 per share,
and one Class B Warrant to purchase common stock for $4.00 per share.  On
September 30, 1997, an additional 5,000 Units were issued to each of three
shareholders for cash consideration of $.50 per Unit.

On December 15, 1997, the Board of Directors authorized a 2-for-1 stock split,
increasing the number of issued and outstanding shares and decreasing the stock
basis by half.  The number of outstanding warrants was not changed.

On June 1, 1998, an additional 115,000 shares were issued in exchange for
consulting services valued at $.10 per share.

On July 17, 1998, the Board of Directors authorized a 4-for-1 stock split, with
no change in the number of warrants outstanding.  Also, on July 20, 1998, an
additional 80,000 shares were issued in exchange for consulting services valued
at $.05 per share.

As of September 30, 1998, 4,620,000 shares of the Company's no par value
common stock were issued and outstanding, along with 1,020,000 Class A
warrants and 510,000 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 shares
were issued for services provided which have been valued at $6,600.

The Company's general and securities counsel, Gary 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 $4,100 for legal
services rendered, $600 of which was capitalized as organizational costs, with
$-0- payable at September 30, 1998.

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 $600 since inception in
rent expense which has been designated as pain-in capital.  Similarly, the
Company recorded amortization of the organizational costs of $70.

5.     INCOME TAXES

The Company has Federal net operating loss carryforwards of approximately
$32,872 expiring in the year 2012.  The tax benefit of these net operating
losses, which totals approximately $6,246, has been offset by a full allowance
for realization.  This carryforward may be limited upon the consummation of a
business combination under IRC Section 381.


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 period of September 30, 1998, reflects a current asset
value of $1,478 in the form of cash, a total asset value of $2,008, which
includes cash and organizational costs which have been capitalized, and current
liabilities of $-0-.

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 September 19, 1997 (inception) through September 30,
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
$32,872 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, for
approximately three months.  Thereafter, the company will require additional
working capital unless it has completed a business combination.  Thus, there is
no assurance that the available funds will ultimately prove to be adequate for
the Company's operations.  Although no commitments to provide funds have
been made by management or other stockholders, it is anticipated that the
Company would seek loans or additional capital contributions from its existing
principal shareholders in the event it requires additional working capital. 
However, there can be no assurance that other funds will 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 have been no reports on Form 8-K for the quarter ending
September 30, 1998.

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 VII, LTD.
(Registrant)

Date: November 13, 1998

/s/_______________________________
Grant Peck, President