YELLOW GOLD OF CRIPPLE CREEK INC
10QSB/A, 1998-01-23
GOLD AND SILVER ORES
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	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549

	Form 10-QSB/A

(Mark One)
	[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

	For the quarter ended August 31, 1997

	[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

	For the transition period from ________ to __________

		Commission File Number:  0-9015

  Re-submitting a form 10QSB to include attachment of Exhibit 27. 

	YELLOW GOLD OF CRIPPLE CREEK, INC.
	(Exact name of Registrant as specified in charter)

	Utah						84-0768695	
State or other jurisdiction of			I.R.S. Employer I.D. No.
incorporation or organization

57 West 200 South, Suite 310, Salt Lake City, Utah  		84101      
(Address of principal executive offices)				(Zip Code)

Issuer's telephone number, including area code:  (801) 359-9309

Indicate by check whether the Issuer (1) has filed all reports required to be
 filed by section 13 or 15(d) of the 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.  (1)  Yes [X ]  No [  ]       (2)  Yes  [X]    No  [   ]

Indicate the number of shares outstanding of each of the Issuer's classes of 
common equity as of the latest practicable date: At October 10, 1997 there 
were 19,600,000 shares of the Registrant's Common Stock outstanding.


<PAGE>
                          SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of 1934, as 
 amended, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.

                               							Yellow Gold of Cripple Creek, Inc.

Date: October 9, 1997				             By /s/ Howard M. Oveson	
							                               Howard M. Oveson, President and 	
              						                  Principal Financial Officer


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-31-1997
<PERIOD-END>                               AUG-31-1997
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                            7,688
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                      49,000
<TOTAL-LIABILITY-AND-EQUITY>                    (7,688)
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                    1,009
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 (1,009)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             (1,009)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (1,009)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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