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 June 30, 1999.

 ....Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _________ to _________.

Commission File No:   0-23873

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

Colorado                             84-1434321
(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 6/30/99 the
following shares of common were outstanding:  Common Stock, no par
value, 11,350,000 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..



PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

        (a)  The unaudited financial statements of registrant as of and for
the quarter ending June 30, 1998 and June 30, 1999, and for the period
from inception through June 30, 1999, 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 VIII, LTD.
(A Development Stage Company)

FINANCIAL STATEMENTS








Quarter Ended June 30, 1999




Buffalo Capital VIII, Ltd.
(A Development Stage Company)

<TABLE>
<CAPTION>
Index to Financial Statements
<S>                                                     <C>
Balance Sheet                                           6
Statement of Loss and Accumulated Deficit               8
Statements of Cash Flows                                10
Statement of Stockholders' Equity                       12
Notes to Financial Statements                           14
</TABLE>




Buffalo Capital VIII, Ltd.
(A Development Stage Company)
BALANCE SHEET
as of June 30, 1999

(unaudited)

<TABLE>
<CAPTION>
<S>                                                  <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                          1,115

OTHER ASSETS:
Organizational costs (net
of amortization)                                     440

TOTAL ASSETS                                       1,555

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                     507

STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
11,350,000 shares issued and
outstanding                                       28,900

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

Additional paid-in capital                         3,646

Deficit accumulated
 during the
 development stage                              (31,498)

Total stockholders' equity                          1048

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                            1,555
</TABLE>
The accompanying notes are an integral part of these financial statements.

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
for the three months ended June 30, 1998 and June 30, 1999
and for the period from September 19, 1997 to June 30, 1999
(unaudited)
(Page 1 of 2)
<TABLE>
<CAPTION>
                                     Six             Six             Period from
                                  Months          Months               Inception
                                   Ended           Ended          (9/19/97) thru
                                 6/30/98         6/30/99                 6/30/99
<S>                                  <C>             <C>                     <C>

INCOME                                  -              -                       -

EXPENSES
Legal and
 professional                      3,884           2,120                   7,107
Advertising                          246               -                     246
Amortization                          40              60                     160
Rent                                 300             300                   1,050
Consulting fees                   11,500               -                  21,400
Office expense                       483              51                   1,535

TOTAL EXPENSES                    16,453           2,531                  31,498

NET LOSS                        (16,453)         (2,531)                (31,498)

Accumulated deficit
 Balance, Beginning
 of period                      (10,196)        (28,967)                       0
 Balance, End of
 period                         (26,649)        (31,498)                (31,498)

Loss per common
 share                             (NIL)           (NIL)                   (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                   10,315,515      11,350,000              10,893,308
</TABLE>
The accompanying notes are an integral part of these financial statements.

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
for the three months ended June 30, 1998 and June 30, 1999
and for the period from September 19, 1997 to June 30, 1999
(unaudited)
(Page 2 of 2)
<TABLE>
<CAPTION>
                                           Three                   Three
                                          Months                  Months
                                           Ended                   Ended
                                        6/30/98                  6/30/99
<S>                                          <C>                     <C>
INCOME                                         -                       -

EXPENSES
Legal and
 professional                              1,360                     741
Advertising                                  246                       -
Amortization                                  30                      30
Rent                                         150                     150
Consulting fees                           11,500                       -
Office expense                               483                      11
TOTAL EXPENSES                            13,769                     932

NET LOSS                                (13,769)                   (932)

Accumulated deficit
 Balance, Beginning
 of period                              (12,880)                (30,566)

Balance, End of
 period                                 (26,649)                (31,498)
Loss per common
 share                                     (NIL)                   (NIL)

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                           10,315,515              11,350,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the six months ended June 30, 1998 and 1999 and for
the period from September 19, 1997 to June 30, 1999
(unaudited)
<TABLE>
<CAPTION>
                             Six                     Six                     Period from
                          Months                Months                         Inception
                           Ended                   Ended                  (9/19/97) thru
                         6/30/98                 6/30/99                         6/30/99
<S>                          <C>                     <C>                             <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:

Net Loss                (16,453)                 (2,531)                        (31,498)
Noncash items
 included
 in net loss:
 Amortization                 40                      60                             160
 Rent                        300                     300                           1,050
 Stock issued for
 consulting fees          11,500                       -                          21,400
 Expenses paid by
 shareholders                  -                   1,393                           2,596

Changes in
 Current
 liabilities                 708                     391                             507
Net cash used
 by operating
 activities              (3,905)                   (387)                         (5,785)

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             (4,505)                   (387)                           1,115

CASH AND CASH EQUIVALENTS
 Beginning of Period
                           7,354                   1,502                               0

CASH AND CASH EQUIVALENTS,
 End of Period
                           2,849                   1,115                           1,115
</TABLE>
The accompanying notes are an integral part of these financial statements.


Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to June 30, 1999
(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 $.001 per share                     9,900,000           9,900                       -

Common stock issued for
cash, September 1997
at $.025 per share                       300,000           7,500                       -

Common stock issued
for services, June 1998
at $.01 per share                      1,150,000          11,500                       -

Rent provided at
 no charge                                     -               -                   1,050

Expenses paid by
shareholders                                   -               -                   2,596

Net loss for the
 period ended
 June 30, 1999                                 -               -                       -

Balance
 June 30, 1999                        11,350,000          28,900                   3,646
</TABLE>
The accompanying notes are an integral part of these financial statements.

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to June 30, 1999
(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 $.001 per share                                             -                   9,900

Common stock issued for
cash, September 1997
at $.025 per share                                             -                   7,500

Common stock issued
for services, June 1998
at $.01 per share                                              -                  11,500

Rent provided at
 no charge                                                     -                   1,050

Expenses paid by
shareholders                                                   -                   2,596

Net loss for the period
 period ended June 30, 1999                             (31,498)                (31,498)

Balance June 30, 1999                                   (31,498)                   1,048
</TABLE>
The accompanying notes are an integral part of these financial statements.


Buffalo Capital VIII, Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999


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 VIII, 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

Common Stock:  As of June 30, 1999, 11,350,000 Units were issued
pursuant to the terms of a Pre-Incorporation Consultation and
Subscription Agreement dated April 1, 1997.  The Units were issued for
consideration consisting of pre-incorporation services by directors and
promoters valued at $0.001 per Unit (or a total of $3,300 per person).
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.  Issuance of
the Units was approved in the organizational consent dated September
20, 1997.  Pursuant to the Consent of Directors dated September 30,
1997, an  additional 100,000 Units were issued to each of three
shareholders for cash consideration of $.025 per Unit, or a total of
$2,500 per person.

On June 1, 1999, the Board of Directors authorized a 10-for-1 stock
split, increasing the number of issued and outstanding shares to
11,350,000 and decreasing the stock basis.  The number of outstanding
warrants was not changed.  All references in the accompanying financial
statements to the number of common shares and per share amounts have
been restated to reflect the stock split.

As of June 30, 1999, 11,350,000 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.  Warrants
are exercisable through December 31, 2003.

Preferred Stock:  The Company's Certificate of Incorporation authorizes
the issuance of 10,000,000 shares of preferred stock, no par value per
share.  The Board of Directors of the Company is authorized to issue
preferred stock from time to time in series and is further authorized to
establish such series, to fix and determine the variations in the relative
rights and preferences as between the series, and to allow for the
conversion of preferred stock into common stock.  No preferred stock
has been issued by the Company.

3.      RELATED PARTY TRANSACTIONS
The Company's directors and officers are also principal shareholders.
Each has received approximately 38.7% of the outstanding shares.  In
each case, the majority of these 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 shareholders with approximately 8% of the outstanding
shares.  Since inception, the Company has paid $3,448 for legal services
rendered, $600 of which was capitalized as organizational costs, with
$507 payable at June 30, 1999.

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.

As of June 30, 1999, various expenses totaling $2,596 were paid by the
shareholders of the Company.  Additional paid-in capital was increased
to reflect these payments.

4.  SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITIES.

As mentioned in Note 3, the Company has incurred $1,050 since
inception in rent expense which has been designated as paid-in capital.
Similarly, the Company recorded amortization of the organization costs
of $160.

Common stock was issued for consulting and/or legal services on the
following dates: April 1997, 9,900,000 shares at $.001 per share, and
June 1998, 1,150,000 shares at $.01 per share.

5.  INCOME TAXES

The Company has Federal net operating loss carryforwards of
approximately $31,400 expiring in the year 2013.  The tax benefit of
these net operating losses, which totals approximately $5,900, 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 June 30, 1999, reflects a
current asset value of $1,115 in the form of cash, a total asset value of
$1,555, which includes cash and organizational costs which have been
capitalized, and current liabilities of $507.

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 June 30,
1999, 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 $31,498 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 June 30, 1999.

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 VIII, LTD.
(Registrant)

Date: August 16, 1999

/s/_______________________________
Grant Peck, President