content: SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
  
                              Form 8-K
  
                           CURRENT REPORT
  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934
                                  
                  Date of report:   MARCH 13, 1997
                                  
                                  
                  SILVERTHORNE PRODUCTION COMPANY
       (Exact name of Registrant as specified in its charter)
                                  
       COLORADO                      2-85845-D           84-0189377
  (State or other jurisdiction of                   Commission File No. (IRS
  Employer Identification No.)
  incorporation or organization)                              
  
  708 Margarita Ave, Coronado, CA 92118                 (619) 522-0010
  (Current address of principal executive office)       (Registrant's
                                                   telephone No. with area code)
  
  
  
  Item 2.        ACQUISITION OR DISPOSITION OF ASSETS.
  
       Company received certain property known as Treasure State Pipeline,
  located in Toole County, Montana, an asset booked and valued at $300,000.
  This transaction was completed January 7, 1992 in exchange for 75,000
  shares of Company common stock. The pipeline did not generate income for
  Company. Attempts to sell the pipeline did not materialize. November 20,
  1996, parties to the original transaction consummated an agreement whereby
  the 75,000 shares of Company common stock was redeemed in exchange for
  re-conveyance of the pipeline.
  
  Item 6.        RESIGNATIONS  OF REGISTRANT S DIRECTORS. 
  
       Former Company President/Director, David M. Anderson resigned as
  officer and director as of November 20, 1996. D.L. Jackson ascended from
  Vice President to President/CEO. By Action In Lieu of Special Meeting of
  Board of Directors, November 20, 1996, P.A. Jackson was appointed director
  to fill said vacant directorship. D.L. Jackson will continue as General Legal
  Counsel for Company.   
  
  
                             SIGNATURES
  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
                            SILVERTHORNE PRODUCTION COMPANY
  
  
  Dated:  3/24/98           By: /s/ D. L. Jackson
                                    ----------------------------------------
                                    D.L. Jackson, President/CEO and Director
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metadata_filer: {"company-data": {"conformed-name": "SILVERTHORNE PRODUCTION CO", "cik": "0000726293", "assigned-sic": "1311", "irs-number": "840189377", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11730", "film-number": "98573706"}, "business-address": {"street1": "708 MARGARITA AVE", "city": "CORONADO", "state": "CA", "zip": "92118", "phone": "6195220010"}, "mail-address": {"street1": "708 MARGARITA AVE", "city": "CORONADO", "state": "CA", "zip": "92118"}}
text: SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
  
                              Form 8-K
  
                           CURRENT REPORT
  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934
                                  
                  Date of report:   MARCH 13, 1997
                                  
                                  
                  SILVERTHORNE PRODUCTION COMPANY
       (Exact name of Registrant as specified in its charter)
                                  
       COLORADO                      2-85845-D           84-0189377
  (State or other jurisdiction of                   Commission File No. (IRS
  Employer Identification No.)
  incorporation or organization)                              
  
  708 Margarita Ave, Coronado, CA 92118                 (619) 522-0010
  (Current address of principal executive office)       (Registrant's
                                                   telephone No. with area code)
  
  Item 2.        ACQUISITION OR DISPOSITION OF ASSETS.
  
       Company received certain property known as Treasure State Pipeline,
  located in Toole County, Montana, an asset booked and valued at $300,000.
  This transaction was completed January 7, 1992 in exchange for 75,000
  shares of Company common stock. The pipeline did not generate income for
  Company. Attempts to sell the pipeline did not materialize. November 20,
  1996, parties to the original transaction consummated an agreement whereby
  the 75,000 shares of Company common stock was redeemed in exchange for
  re-conveyance of the pipeline.
  
  Item 6.        RESIGNATIONS  OF REGISTRANT S DIRECTORS. 
  
       Former Company President/Director, David M. Anderson resigned as
  officer and director as of November 20, 1996. D.L. Jackson ascended from
  Vice President to President/CEO. By Action In Lieu of Special Meeting of
  Board of Directors, November 20, 1996, P.A. Jackson was appointed director
  to fill said vacant directorship. D.L. Jackson will continue as General Legal
  Counsel for Company.   
  
                             SIGNATURES
  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                            SILVERTHORNE PRODUCTION COMPANY
  
  Dated:  3/24/98           By: /s/ D. L. Jackson
                                    ----------------------------------------
                                    D.L. Jackson, President/CEO and Director