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 Year Ending DECEMBER 31, 1998     
 
                       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: (949) 644-2644
 
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, 1998:
              1,689,921 Number of Shareholders:  582.
 
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 only if access across the railroad tracks is   
     reopened.  After continuous disputes with others, the railroad
     made entry difficult.  Road signs indicate the direction of the
     mine.  Additionally Bagdad Chase, Inc. controls 31 Stedman District
     placer claims and will record Quitclaim Deeds from United States Oil
     & Mineral Corporation to its interests in the entire Stedman District.
 
(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 Burgdorf, 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.  As amplified below, via an
     agreement with Viceroy Resources Corporation, this mine has
     been nearly depleted of its minerals.
 
All of these mines contain gold and silver mineralization.  Bagdad Chase
Mine also contains minor copper 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, resolved
the matter making findings of fact that any interests of United States Oil
& Mineral Corporation expired.  The court on December 17, 1998 gave a final
order confirming the binding award of the arbitrator in favor of Bagdad
Chase, Inc. so that Bagdad Chase will have complete control over its
properties.  The lawyers believe the 10-year litigation will be completed
in the first Quarter of 1999, entirely in favor of Registrant.

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.
The court has determined United States Oil & Mineral Corporation failed
timely to consummate this purchase and lost any and all interest in
Registrant's Bagdad Chase mine.
<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.
 
6.  Selected Financial Data:
     See Part IV. 
          
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       84        1985              (*)            Board Chair
Kermit Skeie      84        1981              (*)                     
Phillip J. Buller 50        1974              (*)            President   
Paul W. Buller    52        1985              (*)
George Rodda, Jr. 68        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, 1998 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>                    <S>                               <S>

Lee Bernard         Board Chair                       $ 200.00
Kermit Skeie        Director                            200.00
Phillip J. Buller   President                           200.00
Paul W. Buller      Director                            200.00
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.  Financial Statement Schedules:
 
A.   Unaudited Profit and Loss

<TABLE>
<CAPTION>
                                             JAN - DEC '98   
<S>                                               <C>
     Ordinary Income/Expense             
          Income
               Mineral Royalties              52,483.50

          Total Income                        52,483.50

          Expense
               FILING FEES                       210.00
               REGISTRATION FEE                  600.00
               PHOTOS                              1.78
               ASSESSMENT                      4,600.00
               GOLDEN ANCHOR MINE TRAVEL         100.00
               DIRECTORS/BD EXPENSE              589.48
               USOMC                             145.00
               ARBITRATOR FEES                   550.00
               DIRECTOR'S FEES/BD MTG          1,000.00
               SHARES PURCHASE                    50.00
               PROPERTY TAX                   19,712.89
               MOTION FEE                         23.00
               CORP STM FILING FEE                10.00
               INSURANCE                       1,911.59
               LICENSES/PERMITS                  288.00
               PROFESSIONAL FEES
                    ACCOUNTING       5,560.00
                    LEGAL FEES       6,775.35
               TOTAL PROFESSIONAL FEES        10,905.35
               RENT                            6,950.00
               TAXES                        
                    PROPERTY                     464.20
                    STATE                        800.00
                    OTHER                         39.66
               TOTAL TAXES                     1,303.86

          TOTAL EXPENSE                       48,950.95

          NET INCOME                           3,532.55         
               
</TABLE>

<TABLE>
<CAPTION>  

B.   UNAUDITED BALANCE SHEET                 DEC 31, 1997   DEC 31, 1998
<S>                                               <C>            <C>
     ASSETS
          CURRENT ASSETS
               CHECKING                           56.46         3,589.01
               TOTAL                              56.46         3,589.01
               OTHER CURRENT ASSETS
                    MARKETABLE SECURITIES     83,086.00        83,086.00
                    ALLOWANCE FOR COST       -60,136.00       -60,136.00
               TOTAL OTHER CURRENT ASSETS     22,950.00        22,950.00

          TOTAL CURRENT ASSETS                23,006.46        26,539.01

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

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

               TOTAL NON-PRODUCING MINES      20,833.00        20,833.00

          TOTAL FIXED ASSETS                  74,140.00        74,140.00

          OTHER ASSETS
               DEPOSITS                      -32,675.00       -32,675.00

     TOTAL ASSETS                             64,471.46        68,004.01

     LIABILITIES & EQUITY
          EQUITY
               COMMON STOCK                  239,460.00       239,460.00
               ACCUMULATED DEFICIT          -136,857.39      -136,857.39
               RETAINED EARNINGS            - 70,261.37      - 92,131.15
               NET INCOME                   - 21,869.78         3,532.55
          TOTAL EQUITY                        64,471.46        68,004.01

     TOTAL LIABILITIES AND EQUITY             64,471.46        68,004.01
         
</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, 1998
  

                                  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)