SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON D.C. 20549
 
                             FORM 10K
 
          Annual Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934.
 
             For the Fiscal Year Ended December 31, 1997
 
                       Commission File #07883
 
 
                               BAGDAD CHASE, INC.
        (Exact Name of Registrant as Specified in its Charter) 

                                                                         
 
State of Incorporation:  Nevada               I.R.S. I.D. 95-236978
 
Address of Principal Executive Office:  359 San Miguel Dr., Suite 203
                                        Newport Beach, CA 92660
 
Registrants Telephone Number including Area Code:  (714) 644-4633
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act: $1.00 par
value common stock.  Currently not registered with any exchange.
 
Shares of common stock issued and outstanding on December 31, 1995:
              1,689,921 Number of Shareholders:  583
 
The registrant has filed all reports required to be filed by Section
13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding twelve months and has been subject to such filing
requirements for the past ninety (90) days.  _X_ Yes  ___ No
 
DOCUMENTS INCORPORATED BY REFERENCE:  NONE
 
<PAGE> 
 
                                   PART I
 
Current disclosure requirements covering the business, leases,
properties, legal proceedings and beneficial ownership.
 
1.  Business:
 
The Registrant was organized as a Nevada corporation in November
1926.  The name originally was Pacific Mines and Metals, Inc.  In
May, 1968, there was a merger of three (3) corporations: Gold Ore
Mining Company, an Arizona Corporation, Crown Oil Company, a Utah
Corporation and Pacific Mines and Metals, Inc.  Registrant was the
surviving corporation.  On May 16, 1968, the name was changed to
Bagdad Chase, Inc.
 
The Registrant was originally formed to acquire mining property in
the Western States, namely California, Nevada and Idaho.  The
Registrant's property consists of the following:
 
(1)  The Bagdad Chase Mine consisting of twenty-six patented claims
     located eight miles south of Ludlow, California in the Stedman
     Mining District.  Ludlow is fifty miles east of Barstow,
     California on Highway 40.  The property can be reached by a dirt
     road from Ludlow.  Roadsigns indicate the direction of the mine.
     Additionally Bagdad Chase, Inc. controls 31 Stedman District
     placer claims.
 
(2)  The Golden Anchor Mine is located in the Marshall Lake Mining
     District in Idaho County, Idaho.  It consists of six patented
     claims and forty-six unpatented claims.  It is located three and
     a half miles south of the Salmon River, fifty miles north of
     McCall, and thirty-five miles southeast of Riggins.  The mine
     can also be reached on a road from McCall via Burgdoff, a
     distance of forty-nine miles, or from Riggins along the Salmon
     River to Cary Creek Road.
  
(3)  The Oro Belle Mine is located in the Eastern part of San
     Bernardino County, California.  It consists of three patented
     claims.  The mine can be reached by taking Interstate Highway
     15 (between Baker, California and Las Vegas, Nevada) to Nipton,
     turning south on Highway 68 onto the Hart Mining road to
     Ivanpah, then, onto a partially paved and partially dirt
     road approximately seven miles.
 
All of these mines contain gold mineralization.  Bagdad Chase Mine also
contains copper and minor silver mineralization.  Between 1988 and 1992
Bagdad Chase, Inc. expended a quarter of a million dollars on the Golden
Anchor Mine in an effort to re-open the mine, survey and perfect additional
unpatented mining claims and complete the assessment work.  The Oro Belle
Mine is currently leased to Viceroy Resources Corporation which is actively
mining it. After the Bagdad Chase lease with United States Oil & Mineral
Corporation was terminated by court order, an agreement was approved by
Bagdad Chase, Inc.'s Board of Directors and Shareholders (the latter
approval was at the June 12, 1993 annual meeting) to grant to United States
Oil & Mineral Corporation or a qualified third party located by United
States Oil & Mineral Corporation a sale/option to all of Company's Stedman
Mining District patents and claims for $3,500,000.  United States Oil &
Mineral Corporation did not make any of its payments and Thomas S.
Hudspeth, Esq. the arbitrator designated by the Appeals Court would not
resolve the matter or make findings of fact that any interests of United
States Oil & Mineral Corporation have expired because the escrow company
selected by United States Oil & Mineral Corporation will not release any of
the documents.  The Board has approved of the filing of additional
litigation to compel the release of the documents so that Bagdad Chase will
have complete control over its properties.

2.  Properties:  Op. Cit. (Item 1. above).
 
3.  Legal Proceedings:  Op. Cit. (first of this page).
 
4.  Submission of Matters to a Vote of Security:
As earlier referenced at the June 12, 1993 annual meeting of Shareholders,
the shareholders approved granting to United States Oil & Mineral
Corporation or a qualified third party located by United States Oil &
Mineral Corporation a sale/option to all of Company's Stedman Mining
District patents and claims for $3,500,000, as earlier discussed herein.
 
<PAGE>
                             PART II
 
5.  Market for the Registrant's Common Equity and Related Stockholder
    Matters:
There has been no market made since 1976.  No dividends have been paid. 

<TABLE>
<CAPTION> 
6.  Selected Financial Data: 

                             Year  Ended  December 31, 1996
                 
                          1997     1996     1995    1994     1993        
<S>                       <C>      <C>      <C>      <C>      <C>   
Gross operating revenue  32,675   19,130   6,000    6,000    6,104       
  
Net income (loss)       (21,861) (70,261) (17,566) (46,045) (51,545)     
 
Net income (loss) per
 common share             (.02)    (.04  )  (.01)    (.03)   (.03)       
         
Cash dividends per         -          -       -       -        -    
 common share
 
Financial position at year end:
 Total assets             64,471  86,341  156,603  174,169  220,369      

 
 Long-term obligations       0      0         0       0        155       
         
</TABLE>

7.  Management's Discussion and Analysis of Financial Condition and
    Results of Operations:
In 1997 the principal activity was the continued mining of the mine under
the control of Viceroy Resources Corporation. As the holder of the lease
agreement on the Oro Belle property in the Castle Mountain District of
eastern San Bernardino County, California, has been profitably operating
its vast mining properties at a low cash cost of $179 per ounce while
realizing a gold price of approximately $400.
 
No effort was extended nor further funds expended on the Golden Anchor
property except for necessary claim maintenance. 

8.  Disagreements on Accounting and Financial Disclosure: 

None. 

<PAGE> 
                             PART III
 
9.  Officers and Directors of the Registrant: 

<TABLE>
<CAPTION>  

Name of Director Age   Year First Elected   Term expires        Position
<S>              <C>        <C>               <C>               <C>
Lee Bernard       82        1985              (*)            Board Chair
Kermit Skeie      82        1981              (*)                     
Phillip J. Buller 48        1974              (*)            President   
Paul W. Buller    50        1985              (*)
George Rodda, Jr. 66        1987               (*)           Secretary/CFO
(*) next meeting of Shareholders 

</TABLE>  

10.  Management Remuneration and Transactions:
The following table and the accompanying notes show the remuneration paid
by Company during the year ending December 31, 1997 to all officers and
directors.  No executive officer or director received remuneration
exceeding $60,000 during 1997, and no officer or director received
contingent remuneration.

<TABLE>
<CAPTION>  

Name                Capacity                      Cash compensation
<S>                   <C>                               <C>
Lee Bernard         Board Chair                       $ 200.00
Kermit Skeie        Director                              0.00
Phillip J. Buller   President                         1,056.00
Paul W. Buller      Director                              0.00
George Rodda, Jr.   Secretary/Chief Financial Officer   200.00
</TABLE> 

11.  Security Ownership of Certain Beneficial Owners and Management: 

<TABLE>
<CAPTION>  

Name and Occupation        Director Since     Common Stock Owned
<S>                             <C>                  <C>
Phillip J. Buller               1974                53,647
   Contractor
Kermit Skeie                    1981                39,000
   Management Engineering Consultant
H. Lee Bernard                  1984                24,230
   Retired (Served 4 terms during 1970's)
Paul W. Buller                  1985                45,598
   Pilot (Served 2 terms during 1980's)
George Rodda, Jr.               1987                30,707
   Attorney
Other beneficial owners with more than 5% of shares:
Elizabeth D. Murphy (Aggregate)                    212,882 

</TABLE>

12.  Certain Relationships and Related Transactions: 

None 

<PAGE>
                               PART IV
 
13.  Exhibits, Financial Statement Schedules, and Reports on Form 8K: 

[ARTICLE] 5
<TABLE>   

A.   Unaudited Profit and Loss

     Ordinary Income/Expense                 JAN - DEC '97
             <S>                                   <C>         
          Expense
               EDGAR DISC                         40.56
               SVC CHRG                           15.50
               PROP TAX                           92.68
               MOTION COPIES                      25.34
               MOTION FEE                         14.00
               DIRECTORS EXPENSE                 483.53
               SEC FILING FEES                 1,755.55
               CORP. STM. FILING                  10.00
               DIRECTOR'S FEES                 1,456.25
               INSURANCE                       1,636.88
               LICENSES/PERMITS                  277.00
               PROFESSIONAL FEES
                    STOCK TRANSFER      35.00
                    ACCOUNTING       3,929.95
                    LEGAL FEES       5,214.56
               TOTAL PROFESSIONAL FEES         9,179.51
               RENT                            5,500.00
               TAXES                        
                    PROPERTY                     396.84
                    STATE                        800.00
               TOTAL TAXES                     1,196.84
               TELEPHONE                         186.14
          TOTAL EXPENSE                       21,869.78

          NET INCOME                         -21,869.78         
               
  

B.   UNAUDITED BALANCE SHEET                 DEC 31, 1997
     <S>                                           <C>
     ASSETS
          CURRENT ASSETS
               CHECKING                           56.46
               TOTAL                              56.46
               OTHER CURRENT ASSETS
                    MARKETABLE SECURITIES     83,086.00
                    ALLOWANCE FOR COST       -60,136.00
               TOTAL OTHER CURRENT ASSETS     22,950.00

          TOTAL CURRENT ASSETS                23,006.46

          FIXED ASSETS
               FIELD EQUIP.
                    ORIGINAL COST              9,495.00
                    DEPRECIATION             - 9,495.00
               TOTAL                               0.00
               MACHINERY                      
                    ORIGINAL COST              2,178.00
                    DEPRECIATION             - 2,178.00
               TOTAL                               0.00

               MINE DEVELOPMENT COST
                    ORIGINAL COST             38,707.00
                    OTHER COST                14,600.00
               TOTAL MINE DEVELOPMENT COST    53,307.00

               TOTAL NON-PRODUCING MINES      20,833.00

          TOTAL FIXED ASSETS                  74,140.00

          OTHER ASSETS
               DEPOSITS                      -32,675.00

     TOTAL ASSETS                             64,471.46

     LIABILITIES & EQUITY
          EQUITY
               COMMON STOCK                  239,460.00
               ACCUMULATED DEFICIT          -136,857.39
               RETAINED EARNINGS            - 70,261.37    
               NET INCOME                   - 21,869.78
          TOTAL EQUITY                        64,471.46

     TOTAL LIABILITIES AND EQUITY             64,471.46
         
</TABLE>

C.   There were no Reports on Form 8K during 1996 
 
<PAGE> 
 
 
 
  























     SECURITIES AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10 K
 
                    FOR THE YEAR ENDING DECEMBER 31, 1997
 
                                  SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report, on its behalf by the
Undersigned, thereunto duly authorized. PLEASE NOTE:  the CPA's compilation
will not be timely received, thus occasioning unaudited reports. 
Dated:  January 12, 1998
 
 
 
                       BAGDAD CHASE, INC.
                             a Nevada corporation
 
 
 
 
 
                      By                         
                         PHILLIP BULLER, President
 
 
 
 
                      By                            
                         GEORGE RODDA, JR., Secretary
                         Chief Financial Officer
(seal)