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 March 31, 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 3/31/99 the
following shares of common were outstanding:  Common Stock, no par
value, 1,135,000 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 March 31, 1998 and March 31, 1999, and for the
period from inception through March 31, 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 March 31, 1999
<PAGE>

Buffalo Capital VIII, 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 VIII, Ltd.
(A Development Stage Company)
BALANCE SHEET
as of March 31, 1999
(unaudited)

<TABLE>
<CAPTION>
<S>                                        <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                1,342

OTHER ASSETS:
Organizational costs (net
of amortization)                           470

TOTAL ASSETS                             1,812

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                         1,200

STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
1,135,000 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               2,278
Deficit accumulated
 during the
 development stage                    (30,566)
Total stockholders' equity                 612
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                  1,812
</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 March 31, 1998 and March 31, 1999
and for the period from September 19, 1997 to March 31, 1999
(unaudited)

<TABLE>
<CAPTION>
                           Three              Three         Period from
                           Months             Months        Inception
                           Ended              Ended         (9/19/97) thru
                           3/31/98            3/31/99       3/31/99
<S>                           <C>                 <C>                 <C>

INCOME                          -                   -                   -

EXPENSES
Legal and
 professional               2,524               1,379               6,366
Advertising                     -                   -                 246
Amortization                   10                  30                 130
Rent                          150                 150                 900
Consulting fees                 -                   -              21,400
Office expense                  -                  40               1,524

TOTAL EXPENSES              2,684               1,599              30,566

NET LOSS                  (2,684)             (1,599)            (30,566)

Accumulated deficit
 Balance, Beginning
 of period               (10,196)            (28,967)                   0
Balance, End of
 period                  (12,880)            (30,566)            (30,566)
Loss per common
 share                      (NIL)               (NIL)             (.03)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING             1,020,000           1,135,000           1,081,896
</TABLE>
The accompanying notes are an integral part of these financial statements.<PAGE>

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the three months ended March 31, 1999 and for
the period from September 19, 1997 to March 31, 1999
(unaudited)
<TABLE>
<CAPTION>
                                        Three               Period from
                                        Months              Inception
                                        Ended               (9/19/97) thru
                                        3/31/99             3/31/99
<S>                                        <C>                        <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:

Net Loss                               (1,599)                   (30,566)
Noncash items included
 in net loss:
 Amortization                               30                        130
 Rent                                      150                        900
 Stock issued for
 consulting fees                             -                     21,400
 Expenses paid by
 shareholders                              175                      1,378

Changes in
 Current
 liabilities                             1,084                      1,200
Net cash used
 by operating
 activities                              (160)                    (5,558)

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

Net increase (decrease)
 in cash and cash
 equivalents                             (160)                      1,342

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

CASH AND CASH EQUIVALENTS,
 End of Period                           1,342                      1,342
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to March 31, 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 $.01 per share                      990,000         9,900            -

Common stock issued for
cash, September 1997
at $.25 per share                       30,000         7,500            -

Common stock issued
for services, June 1998
at $.10 per share                      115,000        11,500            -

Rent provided at
 no charge                                   -             -          900

Expenses paid by
shareholders                                 -             -        1,378

Net loss for the
 period ended
 March 31, 1999                              -             -            -

Balance
 March 31, 1999                      1,135,000        28,900        2,278
</TABLE>
The accompanying notes are an integral part of these financial statements.<PAGE>

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to March 31, 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 $.01 per share                                   -               9,900

Common stock issued for
cash, September 1997
at $.25 per share                                   -               7,500

Common stock issued
for services, June 1998
at $.10 per share                                   -              11,500

Rent provided at
 no charge                                          -                 900

Expenses paid by
shareholders                                        -               1,378

Net loss for the period
 period ended March 31, 1999                 (30,566)            (30,566)

Balance March 31, 1999                       (30,566)                 612
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>

Buffalo Capital VIII, Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 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

As of March 31, 1999, a total of 1,135,000 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.

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 32% 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 $3,437 for legal services rendered, $600 of which was capitalized as
organizational costs, with $-0- payable at March 31, 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 March 31, 1999, various expenses totaling $1,378 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 $900 since inception
in rent expense which has been designated as paid-in capital.  Similarly,
the Company recorded amortization of the organization costs of $130.

Common stock was issued for consulting and/or legal services on the
following dates: April 1997, 990,000 shares at $.01 per share, and June
1998, 115,000 shares at $.10 per share.

5.  INCOME TAXES

The Company has Federal net operating loss carryforwards of
approximately $30,500 expiring in the year 2013.  The tax benefit of
these net operating losses, which totals approximately $5,800, 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 March 31, 1999, reflects a
current asset value of $1,342 in the form of cash, a total asset value of
$1,812, which includes cash and organizational costs which have been
capitalized, and current liabilities of $1,200..

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 March
31, 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 $30,566 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.

       Year 2000 issues are not currently material to the Company's
business, operations or financial condition, and the Company does not
currently anticipate that it will incur any material expenses to remediate
Year 2000 issues it may encounter.  However, Year 2000 issues may
become material to the Company following its completion of a business
combination transaction.  In that event, the Company will be required to
adopt a plan and a budget for addressing such issues.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.  Except for historical matters,
the matters discussed in the Management Discussion and Analysis portion
of this Form 10-QSB are forward-looking statements based on current
expectations, and involve risks and uncertainties.  Forward-looking
statements include, but are not limited to, statements relating to the effort
to seek business opportunities, the need for additional financing, the
possibility of generating revenue from operations, and the like. 

       The Company wishes to caution the reader that there are many
uncertainties and unknown factors which could affect its ability to carry
out its business plan in the manner described herein.


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 March 31, 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: May 17, 1999

/s/_______________________________
Grant Peck, President