SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                               FORM S-8

Registration Statement Under The Securities Act of 1933

                         HERITAGE MINES, LTD.
(Exact name of registrant as specified in its charter)


COLORADO                          84-1293168
(State or other jurisdiction          (I.R.S. Employer
of incorporation or                   Identification No.)
organization)

1199 Main Avenue, Suite 221
Durango, Colorado                          81301
(Address of principal executive offices)     (Zip Code)

             Professional Services Compensation Agreements
                        (Full name of the plan)

Gary S. Joiner, 4750 Table Mesa Drive,
Boulder, CO  80303
(Name and address of agent for service)

(303)494-3000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered:  Common Stock
Amount to be registered:   52,256 shares
Proposed maximum offering price per share:  $0.75
Proposed maximum aggregate offering price:  $39,192.00
Amount of registration fee:  $11.87



<PAGE>
AVAILABLE INFORMATION

       Heritage Mines, Ltd. (the "Company" or the "Registrant"), is
subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and
other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices at Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, New York, New York 10048.  Copies of such material
can be obtained at prescribed rates from the Public Reference Section of
the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549.  In addition, certain of such materials are also available
through the Commission's Electronic Data Gathering and Retrieval
System ("EDGAR").

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       The Company hereby registers 52,256 shares of its common stock
to be issued to two consultants as compensation for services at an agreed
upon value of $0.75 per share.  Pursuant to letter agreement dated
August 29, 1997, as amended and approved by action of the Company's
Board of Directors on February 19, 1998, Frascona, Joiner and
Goodman P.C., is to receive a total of 20,516 shares as compensation
for legal services valued at $12,310.00.  Pursuant to a Professional
Services Contract dated November 11, 1998, as amended and approved
by action of the Company's Board of Directors on June 3, 1998, Gene
M. Bradley is to receive 31,740 shares as compensation for financial and
business consulting services valued at $23,805.  Other information
required by Part I is included in documents sent or given to the parties
to the Professional Services Consultation Agreements pursuant to Rule
428(b)(1).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents heretofore filed with the Commission
by the Registrant (File No. 0-25798) are incorporated by reference in
this registration statement:

(a)  The annual report of the Registrant on Form 10-KSB for the fiscal
year ended January 31, 1998.

(b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the report on Form
10-KSB for the year ended January 31, 1998.

(c)  The description of the Registrant's Common Stock contained in Item
8 of Part I of the Registrant's First Amended Registration Statement on
Form 10-SB, and in Article Third of the Registrant's Articles of
Incorporation filed as an exhibit to the Registration Statement on Form
10-SB.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference in this
Registration Statement on Form S-8, and shall be a part hereof from the
date of the filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superceded for purposes of this
registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supercedes such
statement.  Any statement so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The validity of the shares of Common Stock to be issued pursuant
to this registration statement will be passed upon by Frascona, Joiner and
Goodman, P.C.  Frascona, Joiner and Goodman, P.C., is legal counsel
for the Company and is to receive a portion of the shares issued pursuant
to this registration statement as compensation for past legal services. 
Gary S. Joiner, is a shareholder of Frascona, Joiner and Goodman,
P.C., and is the Secretary and a Director of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 109 of the Colorado Business Corporation Act: (i) gives
Colorado corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses (including attorneys fees) judgments, fines and other amounts
paid in settlement actually and reasonably incurred in connection with
threatened, pending or completed actions, suits, or proceedings to which
they are parties or are threatened to be made parties by reason of being
or having been such directors or officers, subject to specified conditions
and exclusions; (ii) gives an officer or director who successfully defends
an action the right to be so indemnified; and (iii) permits a corporation
to buy directors' and officers' liability insurance.

As permitted by Colorado law, the Registrant's Articles of Incorporation
provide that the Registrant will indemnify its directors and officers
against expenses and liabilities they incur to defend, settle, or satisfy any
civil or criminal action brought against them on account of their being
or having been directors or officers unless, in any such action, they are
adjudged to have acted with gross negligence or willful misconduct.  The
Registrant's Articles of Incorporation also exclude personal liability for
its directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the
duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts which
constitute improper distributions to shareholders in violation of Section
7-106-401 of the Colorado Business Corporation Act, or any transaction
from which a director receives an improper personal benefit.  This
exclusion of liability does not limit any right which a director may have
to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act
and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not Applicable

ITEM 8.  EXHIBITS.

The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.  UNDERTAKINGS

1.  The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

2.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Durango, State of
Colorado, on June 18, 1998.

HERITAGE MINES, LTD.
(Registrant)

/s/______________________________________
Gregory B. Sparks, President
(Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.



/s/_____________________________________
Gregory B. Sparks, President, Director, Principal Executive Officer
(Signature and Title)
June 18, 1998


/s/_____________________________________
Douglas Drumwright, Principal Financial Officer, Director
(Signature and Title)
June 18, 1998


/s/_____________________________________
Gary S. Joiner, Director, Secretary 
(Signature and Title)
June 18, 1998


/s/_____________________________________
Peter Wilson, Director 
(Signature and Title)
June 18, 1998


/s/_____________________________________
Robert K. Hanson, Director
(Signature and Title)
June 18, 1998

                             EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number         Description

<S>            <C>
3.1            Articles of Incorporation (Incorporated by reference
               from Exhibit 3.1 to annual report of Registrant on Form
               10-KSB for the fiscal year ended January 31, 1997)

3.2            Bylaws
               (Incorporated by reference from Exhibit 3.2 to
               annual report of Registrant on Form 10-KSB for
               the fiscal year ended January 31, 1997)

5.1            Opinion of Frascona, Joiner & Goodman, P.C.

23.1           Consent of Frascona, Joiner & Goodman, P.C.

23.2           Consent of Raimondo Pettit Group

27             Financial Data Schedule
               (Incorporated by reference from Exhibit 27 to
               annual report of Registrant on Form 10-KSB for
               the fiscal year ended January 31, 1998)

99.1           Letter Agreement Regarding Issuance of Shares
               as Payment for Attorney Fees

99.2           Professional Services Contract Between Gene M.
               Bradley and Heritage Mines, Ltd.
</TABLE>
<PAGE>

EXHIBIT 5.1 - OPINION REGARDING LEGALITY

June 18, 1998
Board of Directors

Heritage Mines, Ltd.
1199 Main Avenue, Suite 221
Durango, Colorado 81301

Re:    Professional Services Consultation Agreements
       Registration Statement on Form S-8

Gentlemen:

       We have acted as counsel to Heritage Mines, Ltd., a Colorado
corporation (the "Company"), in connection with the filing of the
Company's registration statement on Form S-8 with the Securities and
Exchange Commission on or about June 18, 1998 (the "Registration
Statement") under the Securities Act of 1933, as amended.  The
Registration Statement is being filed in connection with the Company's
offering of 52,256 shares of common stock (the "Shares") pursuant to
the certain Professional Services Consultation Agreements (the
"Agreements").

       We are familiar with the proceedings to date with respect to such
offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.

       For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies.  We have also
assumed the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto, and the
due authorization, execution and delivery of all documents by the parties
thereto.

       We are of the opinion that when the Registration Statement shall
have become effective and the Shares shall have been issued on the
terms contemplated by the Agreements, the Shares will be legally issued,
fully paid and non-assessable.

       This opinion shall be limited to the laws of the State of Colorado
and the federal laws of the United States of America.

       We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner

<PAGE>
EXHIBIT 23.1 - CONSENT OF COUNSEL

June 18, 1998
Board of Directors
Heritage Mines, Ltd.
1199 Main Avenue, Suite 221
Durango, Colorado 81301

Dear Gentlemen:

              We hereby consent to being named in the Registration
Statement as the attorneys who will pass upon legal matters in
connection with the sale of the shares referred to therein, and to the
filing of our opinion as an Exhibit to the Registration Statement.

Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner


<PAGE>
EXHIBIT 23.2 - CONSENT OF INDEPENDENT AUDITORS

       We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, which includes an explanatory
paragraph relating to substantial doubts existing about the Company's
ability to continue as a going concern, dated  April 11, 1998, relating to
the financial statements of Heritage Mines, Ltd. as of January 31, 1998,
and for the years ended January 31, 1998, 1997 and for the period from
inception (May 14, 1992) through January 31, 1998, included in the
Company's annual report on Form 10-KSB filed with the Securities and
Exchange Commission on or about May 15, 1998.

                                    RAIMONDO PETTIT GROUP
Torrance, California
June 15, 1998

<PAGE>
EXHIBIT 99.1 - LETTER AGREEMENT Regarding Issuance of Shares
as Payment for Attorneys Fees

August 29, 1997

       Thank you for your proposal regarding settlement of our account. 
We would definitely like to get it settled as soon as possible.

       I have discussed your proposal with my partners, and we would
like to make the following counterproposal:

<TABLE>
<CAPTION>
<S>                                 <C>
Cash Payment                 $15,500.00

Issue Stock                  12,310 shares
                             (based upon a value of $1.25/share)
</TABLE>

       In our previous discussions, we agreed that any portion of the
account which could not be settled in cash would be satisfied through the
issuance of stock at a price of $1.25.  Since we are a "service" provider,
we qualify for receipt of stock via an S-8 registration statement for the
portion of our services not related to money raising activities.  Thus, our
proposal is that one-half of the balance (which is the approximate portion
attributable to money raising matters) be paid in cash, and the balance
be paid through the issuance of stock.

       Please let me know if our proposal is acceptable.

Frascona, Joiner & Goodman, P.C.
/s/ Gary S. Joiner

Accepted and Approved:
Heritage Mines, Ltd. 
/s/ Gregory S. Sparks, President and CEO<PAGE>
EXHIBIT 99.2 - PROFESSIONAL SERVICES CONTRACT Between
Gene M. Bradley and Heritage Mines, Ltd.

November 12, 1997

This is a professional services contract between Gene M. Bradley, CPA,
an independent contractor (hereinafter referred to as "the Contractor"),
having a business address of 1211 Main Avenue, Suite 29, Durango,
Colorado 81301 and Heritage Mines, LTD (hereinafter referred to as
"HML"), 1199 Main, Suite 221, Durango, Colorado 81301.

The Contractor and HML agree to the following terms:

1.  The Contractor will provide financial and business consulting and
services to HML, including but not limited to assisting with the
operation of treasury and all financial functions, developing insurance
strategy and negotiation of coverage, completing an analysis of
competitors and assisting with various HML agreements.

The term of this initial Contract shall be from the date of this Contract
through April 30, 1998, and may be extended upon mutual agreement of
Contractor and HML.  During the term of this Contract, Contractor
agrees to allocate at least 50% of his available chargeable time to the
business of HML as discussed in number 1, above.

2.  HML agrees to pay Contractor a fee for services provided at a rate
of $55 per hour.  The Contractor will keep an account of time spent and
will submit a written status report to HML at the end of each month. 
Contractor will be reimbursed for out-of-pocket costs incurred in
connection with services provided to HML.  Such costs and supporting
documentation will be submitted to HML at least monthly for
reimbursement.

From the inception of the Contract through January 31, 1998, Contractor
agrees to accept as payment for services provided under this Contract the
common stock of HML except that Contractor may at his option elect to
take cash as partial payment as of December 31, 1997 in an amount not
to exceed $3,000.  The price used to calculate the number of shares
payable to Contractor will be the lower of $1.67 per share of common
stock or the weighted average of the bid and asked prices of HML
common stock for 20 days prior to the initial determination date of
January 31, 1998.  Subsequent to January 31, 1998, payment for
services will be in cash except that Contractor may at his option elect to
accept as payment stock or a combination of stock and cash subject to
the approval of HML.  The price used to calculate the number of shares
payable to Contractor will be the same as above using a month end
determination date.

3.  HML agrees that Contractor will be provided reasonable access to
HML information necessary to carry out the services to be provided.

HML agrees to indemnify and hold Contractor harmless from any claims
resulting form claims, damages, losses and/or expenses resulting form
any acts of the Contractor during the term of this Contract so long as
Contractor carries out his responsibilities under this Contract in good
faith and with the care an ordinarily prudent person in a like position
would exercise under similar circumstances.

4.  The Contractor and HML hereby agree that Contractor is no an
employee of HML for any purpose including, but not limited to Federal
and state income tax withholding, Social Security, and Federal and state
unemployment insurance and workers' compensation.  Contractor will
be responsible for payment of all Federal and state tax obligations with
respect to any payment received from HML.

5.  Either party may terminate this agreement in the event the other
party fails to comply with the terms of this Contract.  Termination can
be accomplished by giving the other party 15 days advance written
notice.

Contractor
/s/ Gene M. Bradley
1121 Main, Durango, CO  81301

Heritage Mines, Ltd.
By:  /s/ Gregory B. Sparks
President and CEO

Contractor is not a corporation.  Contractor's tax identification number
is ###-##-####.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21077}]
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SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8

Registration Statement Under The Securities Act of 1933

                         HERITAGE MINES, LTD.
(Exact name of registrant as specified in its charter)

COLORADO                          84-1293168
(State or other jurisdiction          (I.R.S. Employer
of incorporation or                   Identification No.)
organization)

1199 Main Avenue, Suite 221
Durango, Colorado                          81301
(Address of principal executive offices)     (Zip Code)

             Professional Services Compensation Agreements
                        (Full name of the plan)

Gary S. Joiner, 4750 Table Mesa Drive,
Boulder, CO  80303
(Name and address of agent for service)

(303)494-3000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered:  Common Stock
Amount to be registered:   52,256 shares
Proposed maximum offering price per share:  $0.75
Proposed maximum aggregate offering price:  $39,192.00
Amount of registration fee:  $11.87
AVAILABLE INFORMATION

       Heritage Mines, Ltd. (the "Company" or the "Registrant"), is
subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and
other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices at Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, New York, New York 10048.  Copies of such material
can be obtained at prescribed rates from the Public Reference Section of
the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549.  In addition, certain of such materials are also available
through the Commission's Electronic Data Gathering and Retrieval
System ("EDGAR").

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       The Company hereby registers 52,256 shares of its common stock
to be issued to two consultants as compensation for services at an agreed
upon value of $0.75 per share.  Pursuant to letter agreement dated
August 29, 1997, as amended and approved by action of the Company's
Board of Directors on February 19, 1998, Frascona, Joiner and
Goodman P.C., is to receive a total of 20,516 shares as compensation
for legal services valued at $12,310.00.  Pursuant to a Professional
Services Contract dated November 11, 1998, as amended and approved
by action of the Company's Board of Directors on June 3, 1998, Gene
M. Bradley is to receive 31,740 shares as compensation for financial and
business consulting services valued at $23,805.  Other information
required by Part I is included in documents sent or given to the parties
to the Professional Services Consultation Agreements pursuant to Rule
428(b)(1).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents heretofore filed with the Commission
by the Registrant (File No. 0-25798) are incorporated by reference in
this registration statement:

(a)  The annual report of the Registrant on Form 10-KSB for the fiscal
year ended January 31, 1998.

(b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the report on Form
10-KSB for the year ended January 31, 1998.

(c)  The description of the Registrant's Common Stock contained in Item
8 of Part I of the Registrant's First Amended Registration Statement on
Form 10-SB, and in Article Third of the Registrant's Articles of
Incorporation filed as an exhibit to the Registration Statement on Form
10-SB.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference in this
Registration Statement on Form S-8, and shall be a part hereof from the
date of the filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superceded for purposes of this
registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supercedes such
statement.  Any statement so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The validity of the shares of Common Stock to be issued pursuant
to this registration statement will be passed upon by Frascona, Joiner and
Goodman, P.C.  Frascona, Joiner and Goodman, P.C., is legal counsel
for the Company and is to receive a portion of the shares issued pursuant
to this registration statement as compensation for past legal services. 
Gary S. Joiner, is a shareholder of Frascona, Joiner and Goodman,
P.C., and is the Secretary and a Director of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 109 of the Colorado Business Corporation Act: (i) gives
Colorado corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses (including attorneys fees) judgments, fines and other amounts
paid in settlement actually and reasonably incurred in connection with
threatened, pending or completed actions, suits, or proceedings to which
they are parties or are threatened to be made parties by reason of being
or having been such directors or officers, subject to specified conditions
and exclusions; (ii) gives an officer or director who successfully defends
an action the right to be so indemnified; and (iii) permits a corporation
to buy directors' and officers' liability insurance.

As permitted by Colorado law, the Registrant's Articles of Incorporation
provide that the Registrant will indemnify its directors and officers
against expenses and liabilities they incur to defend, settle, or satisfy any
civil or criminal action brought against them on account of their being
or having been directors or officers unless, in any such action, they are
adjudged to have acted with gross negligence or willful misconduct.  The
Registrant's Articles of Incorporation also exclude personal liability for
its directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the
duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts which
constitute improper distributions to shareholders in violation of Section
7-106-401 of the Colorado Business Corporation Act, or any transaction
from which a director receives an improper personal benefit.  This
exclusion of liability does not limit any right which a director may have
to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act
and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not Applicable

ITEM 8.  EXHIBITS.

The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.  UNDERTAKINGS

1.  The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

2.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Durango, State of
Colorado, on June 18, 1998.

HERITAGE MINES, LTD.
(Registrant)

/s/______________________________________
Gregory B. Sparks, President
(Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

/s/_____________________________________
Gregory B. Sparks, President, Director, Principal Executive Officer
(Signature and Title)
June 18, 1998

/s/_____________________________________
Douglas Drumwright, Principal Financial Officer, Director
(Signature and Title)
June 18, 1998

/s/_____________________________________
Gary S. Joiner, Director, Secretary 
(Signature and Title)
June 18, 1998

/s/_____________________________________
Peter Wilson, Director 
(Signature and Title)
June 18, 1998

/s/_____________________________________
Robert K. Hanson, Director
(Signature and Title)
June 18, 1998

                             EXHIBIT INDEX
Exhibit
Number         Description
3.1            Articles of Incorporation (Incorporated by reference
               from Exhibit 3.1 to annual report of Registrant on Form
               10-KSB for the fiscal year ended January 31, 1997)

3.2            Bylaws
               (Incorporated by reference from Exhibit 3.2 to
               annual report of Registrant on Form 10-KSB for
               the fiscal year ended January 31, 1997)

5.1            Opinion of Frascona, Joiner & Goodman, P.C.

23.1           Consent of Frascona, Joiner & Goodman, P.C.

23.2           Consent of Raimondo Pettit Group

27             Financial Data Schedule
               (Incorporated by reference from Exhibit 27 to
               annual report of Registrant on Form 10-KSB for
               the fiscal year ended January 31, 1998)

99.1           Letter Agreement Regarding Issuance of Shares
               as Payment for Attorney Fees

99.2           Professional Services Contract Between Gene M.
               Bradley and Heritage Mines, Ltd.
EXHIBIT 5.1 - OPINION REGARDING LEGALITY

June 18, 1998
Board of Directors

Heritage Mines, Ltd.
1199 Main Avenue, Suite 221
Durango, Colorado 81301

Re:    Professional Services Consultation Agreements
       Registration Statement on Form S-8

Gentlemen:

       We have acted as counsel to Heritage Mines, Ltd., a Colorado
corporation (the "Company"), in connection with the filing of the
Company's registration statement on Form S-8 with the Securities and
Exchange Commission on or about June 18, 1998 (the "Registration
Statement") under the Securities Act of 1933, as amended.  The
Registration Statement is being filed in connection with the Company's
offering of 52,256 shares of common stock (the "Shares") pursuant to
the certain Professional Services Consultation Agreements (the
"Agreements").

       We are familiar with the proceedings to date with respect to such
offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.

       For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies.  We have also
assumed the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto, and the
due authorization, execution and delivery of all documents by the parties
thereto.

       We are of the opinion that when the Registration Statement shall
have become effective and the Shares shall have been issued on the
terms contemplated by the Agreements, the Shares will be legally issued,
fully paid and non-assessable.

       This opinion shall be limited to the laws of the State of Colorado
and the federal laws of the United States of America.

       We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
EXHIBIT 23.1 - CONSENT OF COUNSEL

June 18, 1998
Board of Directors
Heritage Mines, Ltd.
1199 Main Avenue, Suite 221
Durango, Colorado 81301

Dear Gentlemen:

              We hereby consent to being named in the Registration
Statement as the attorneys who will pass upon legal matters in
connection with the sale of the shares referred to therein, and to the
filing of our opinion as an Exhibit to the Registration Statement.

Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
EXHIBIT 23.2 - CONSENT OF INDEPENDENT AUDITORS

       We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, which includes an explanatory
paragraph relating to substantial doubts existing about the Company's
ability to continue as a going concern, dated  April 11, 1998, relating to
the financial statements of Heritage Mines, Ltd. as of January 31, 1998,
and for the years ended January 31, 1998, 1997 and for the period from
inception (May 14, 1992) through January 31, 1998, included in the
Company's annual report on Form 10-KSB filed with the Securities and
Exchange Commission on or about May 15, 1998.

                                    RAIMONDO PETTIT GROUP
Torrance, California
June 15, 1998
EXHIBIT 99.1 - LETTER AGREEMENT Regarding Issuance of Shares
as Payment for Attorneys Fees

August 29, 1997

       Thank you for your proposal regarding settlement of our account. 
We would definitely like to get it settled as soon as possible.

       I have discussed your proposal with my partners, and we would
like to make the following counterproposal:
Cash Payment                 $15,500.00

Issue Stock                  12,310 shares
                             (based upon a value of $1.25/share)
In our previous discussions, we agreed that any portion of the
account which could not be settled in cash would be satisfied through the
issuance of stock at a price of $1.25.  Since we are a "service" provider,
we qualify for receipt of stock via an S-8 registration statement for the
portion of our services not related to money raising activities.  Thus, our
proposal is that one-half of the balance (which is the approximate portion
attributable to money raising matters) be paid in cash, and the balance
be paid through the issuance of stock.

       Please let me know if our proposal is acceptable.

Frascona, Joiner & Goodman, P.C.
/s/ Gary S. Joiner

Accepted and Approved:
Heritage Mines, Ltd. 
/s/ Gregory S. Sparks, President and CEO
EXHIBIT 99.2 - PROFESSIONAL SERVICES CONTRACT Between
Gene M. Bradley and Heritage Mines, Ltd.

November 12, 1997

This is a professional services contract between Gene M. Bradley, CPA,
an independent contractor (hereinafter referred to as "the Contractor"),
having a business address of 1211 Main Avenue, Suite 29, Durango,
Colorado 81301 and Heritage Mines, LTD (hereinafter referred to as
"HML"), 1199 Main, Suite 221, Durango, Colorado 81301.

The Contractor and HML agree to the following terms:

1.  The Contractor will provide financial and business consulting and
services to HML, including but not limited to assisting with the
operation of treasury and all financial functions, developing insurance
strategy and negotiation of coverage, completing an analysis of
competitors and assisting with various HML agreements.

The term of this initial Contract shall be from the date of this Contract
through April 30, 1998, and may be extended upon mutual agreement of
Contractor and HML.  During the term of this Contract, Contractor
agrees to allocate at least 50% of his available chargeable time to the
business of HML as discussed in number 1, above.

2.  HML agrees to pay Contractor a fee for services provided at a rate
of $55 per hour.  The Contractor will keep an account of time spent and
will submit a written status report to HML at the end of each month. 
Contractor will be reimbursed for out-of-pocket costs incurred in
connection with services provided to HML.  Such costs and supporting
documentation will be submitted to HML at least monthly for
reimbursement.

From the inception of the Contract through January 31, 1998, Contractor
agrees to accept as payment for services provided under this Contract the
common stock of HML except that Contractor may at his option elect to
take cash as partial payment as of December 31, 1997 in an amount not
to exceed $3,000.  The price used to calculate the number of shares
payable to Contractor will be the lower of $1.67 per share of common
stock or the weighted average of the bid and asked prices of HML
common stock for 20 days prior to the initial determination date of
January 31, 1998.  Subsequent to January 31, 1998, payment for
services will be in cash except that Contractor may at his option elect to
accept as payment stock or a combination of stock and cash subject to
the approval of HML.  The price used to calculate the number of shares
payable to Contractor will be the same as above using a month end
determination date.

3.  HML agrees that Contractor will be provided reasonable access to
HML information necessary to carry out the services to be provided.

HML agrees to indemnify and hold Contractor harmless from any claims
resulting form claims, damages, losses and/or expenses resulting form
any acts of the Contractor during the term of this Contract so long as
Contractor carries out his responsibilities under this Contract in good
faith and with the care an ordinarily prudent person in a like position
would exercise under similar circumstances.

4.  The Contractor and HML hereby agree that Contractor is no an
employee of HML for any purpose including, but not limited to Federal
and state income tax withholding, Social Security, and Federal and state
unemployment insurance and workers' compensation.  Contractor will
be responsible for payment of all Federal and state tax obligations with
respect to any payment received from HML.

5.  Either party may terminate this agreement in the event the other
party fails to comply with the terms of this Contract.  Termination can
be accomplished by giving the other party 15 days advance written
notice.

Contractor
/s/ Gene M. Bradley
1121 Main, Durango, CO  81301

Heritage Mines, Ltd.
By:  /s/ Gregory B. Sparks
President and CEO

Contractor is not a corporation.  Contractor's tax identification number
is ###-##-####.