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 September 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 9/30/99 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 September 30, 1998 and September 30, 1999,
and for the period from inception through September 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 September 30, 1999


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


<TABLE>
<CAPTION>
Index to Financial Statements               Page
<S>                                          <C>
Balance Sheet                                  5
Statement of Loss and
        Accumulated Deficit                    6
Statements of Cash Flows                       8
Statement of Stockholders' Equity             10
Notes to Financial Statements                 12
</TABLE>
Buffalo Capital VIII, Ltd.
(A Development Stage Company)
BALANCE SHEET
as of September 30, 1999
(unaudited)
<TABLE>
<CAPTION>
<S>                                                  <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                            546

OTHER ASSETS:
Organizational costs (net
of amortization)                                     410

TOTAL ASSETS                                         956

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                   1,517

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                         4,216

Deficit accumulated
 during the
 development stage                              (33,677)

Total stockholders' equity                         (561)
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                              956
</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 nine months ended September 30, 1998 and September 30, 1999
and for the period from September 19, 1997 to September 30, 1999
(unaudited)
(Page 1 of 2)
<TABLE>
<CAPTION>
                                Nine            Nine                    Period from
                                Months          Months                  Inception
                                Ended           Ended                   (9/19/97) thru
                                9/30/98         9/30/99                 9/30/99
<S>                                  <C>             <C>                     <C>
INCOME
EXPENSES
Legal and
 professional                      4,572           4,107                   9,094
Advertising                          246               -                     246
Amortization                          70              90                     190
Rent                                 450             450                    1200
Consulting fees                   11,500               -                  21,400
Office expense                     1,115              63                   1,547

TOTAL EXPENSES                    17,953           4,710                  33,677

NET LOSS                        (17,953)         (4,710)                (33,677)

Accumulated deficit
 Balance, Beginning
 of period                      (10,196)        (28,967)                       0

Balance, End of
 period                         (28,149)        (33,677)                (33,677)

Loss per common
 share                             (NIL)           (NIL)                   (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                   10,567,297      11,350,000              10,949,932
</TABLE>
The accompanying notes are an integral part of these financial statements.


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

EXPENSES
Legal and
 professional                                688                   1,987
Advertising                                    -                       -
Amortization                                  30                      30
Rent                                         150                     150
Consulting fees                                -                       -
Office expense                               632                      12

TOTAL EXPENSES                             1,500                   2,179

NET LOSS                                 (1,500)                 (2,179)

Accumulated deficit
 Balance, Beginning
 of period                              (26,649)                (31,498)

Balance, End of
 period                                 (28,149)                (33,677)
Loss per common
 share                                     (NIL)                   (NIL)

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                           10,567,297              11,350,000
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 nine months ended September 30, 1998 and 1999 and for
the period from September 19, 1997 to September 30, 1999
(unaudited)

</TABLE>
<TABLE>
<CAPTION>
                            Nine            Nine             Period from
                          Months          Months               Inception
                           Ended           Ended          (9/19/97) thru
                         9/30/98         9/30/99                 9/30/99
<S>                          <C>             <C>                     <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:

Net Loss                (17,953)         (4,710)                (33,677)
Noncash items
 included
 in net loss:
 Amortization                 70              90                     190
 Rent                        450             450                   1,200
 Stock issued for
 consulting fees          11,500               -                  21,400
 Expenses paid by
 shareholders                  -           1,813                   3,016

Changes in
 Current
 liabilities                 688           1,401                   1,517
Net cash used
 by operating
 activities              (5,245)           (956)                 (6,354)

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             (5,845)           (956)                     546

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

CASH AND CASH EQUIVALENTS,
 End of Period             1,509             546                     546
</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 September 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                             -               -           1,200

Expenses paid by
shareholders                           -               -           3,016

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

Balance
 September 30, 1999           11,350,000          28,900           4,216
</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 September 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                                             -                   1,200

Expenses paid by
shareholders                                           -                   3,016

Net loss for the period
 period ended Sept. 30, 1999                    (33,677)                (33,677)

Balance Sept. 30, 1999                          (33,677)                   (561)
</TABLE>
The accompanying notes are an integral part of these financial statements.

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 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 September 30, 1999, a total of 11,350,000 shares of 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.

A total of 495,000 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
preincorporation services by directors and promoters valued at $.0025 per
Unit (or a total of $3,300 per person).  Each of the units consisted 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 5,000 Units
were issued to each of three shareholders.  These Units were issued for
cash consideration of $.125 per Unit, or a total of $2,500 per person.

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, the Board of Directors authorized the issuance of
115,000 shares of common stock for consideration consisting of
consulting services valued at $0.10 per share (or a total of $11,500).  All
references in the accompanying financial statements to the number of
common shares and per share amounts have been restated to reflect the
stock splits.

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.

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 $4,005 for legal
services rendered, $600 of which was capitalized as organizational
costs, with $347 payable at September 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 September 30, 1999, various expenses totaling $3,016 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 $1,200 since
inception in rent expense which has been designated as paid-in capital.
Similarly, the Company recorded amortization of the organization
costs of $190.

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 $.0100 per share.

5.  INCOME TAXES

The Company has Federal net operating loss carryforwards of
approximately $33,677 expiring in the year 2013.  The tax benefit of
these net operating losses, which totals approximately $6,399, 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, 1999,
reflects a current asset value of $546 in the form of cash, a total
asset value of $956, which includes cash and organizational costs which
have been capitalized, and current liabilities of $1,517.

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, 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 $33,677 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, 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: October 5, 1999

/s/_______________________________
Grant Peck, President