<PAGE>
As filed with the Securities & Exchange Commission on July 10, 1997
                                          Registration No. ___________________

                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

           BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
      (Exact Name of Registrant as Specified in its Charter)

Nevada                                                 88-0180496
(State or other                                  (I.R.S. Employer
jurisdiction of                                    Identification
incorporation or                                          Number)
organization)

                   970 E. Main Street, Suite 200
                  Grass Valley, California 95945
                          (916) 477-5961
 (Address and Telephone of Principal Executive Offices) (Zip Code)

                Consulting Agreement by and between
         Brush Creek Mining and Development Co., Inc. and
                     Bishop, Rosen & Co., Inc.
                       (Full Title of Plan)

             James S. Chapin, Chief Executive Officer
                   970 E. Main Street, Suite 200
                  Grass Valley, California 95945
                          (916) 477-5961
     (Name, address and telephone number of agent for service)

                            Copies to:
                        David M. Kaye, Esq.
                     Danzig Garubo & Kaye, LLP
                  P.O. Box 333, 30A Vreeland Road
               Florham Park, New Jersey  07932-0333
                          (973) 443-0600

 If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415  under the Securities
Act of 1933 check the following box: [ ]



<PAGE>

                  CALCULATION OF REGISTRATION FEE

                                    PROPOSED    PROPOSED
TITLE OF                            MAXIMUM     MAXIMUM      AMOUNT
SECURITIES                          OFFERING    AGGREGATE    OF
TO BE               AMOUNT TO BE    PRICE PER   OFFERING     REGISTRA-
REGISTERED          REGISTERED      SHARE (1)   PRICE (1)    TION FEE


Common Stock,
par value
$.0001
per share(2)        150,000         $.375       $56,250      $17.05



TOTAL REGISTRATION FEE                                 $100.00(3)
_____________________

(1)  Calculated in accordance with Rule 457(c) using the average of the bid
     and asked price for the Common Stock on July 8, 1997.

(2)  Represents  shares of Common Stock  issuable to Bishop, Rosen & Co.,
     Inc. pursuant to the terms of the Consulting  Agreement  (referenced
     above) between Brush Creek Mining and Development Co., Inc. and
     Bishop, Rosen & Co., Inc.

(3)  Minimum registration fee.
<PAGE>
                              PART I

Item 1.   Plan Information.

     This Registration Statement (the "Registration Statement") relates to
the issuance of shares of common  stock,  par value $.0001 per share (the
"Common Stock") of Brush Creek Mining and Development Co.,  Inc. (the
"Company") to Bishop, Rosen & Co., Inc. (the "Consultant")  pursuant to the
terms of a Consulting Agreement,  dated as of July 8, 1997, by and between
the Company and the Consultant (the "Consulting Agreement").  Pursuant to
the terms of the Consulting Agreement,  the Company is obligated to issue
to the Consultant 150,000 shares of Common Stock in exchange for the
Consultant's  providing  certain  consulting  services to the Company.
Pursuant to the terms of the Consulting Agreement, the initial term of the
Consulting Agreement shall extend until January 31, 1998, which term may be
extended by written agreement of the parties.

     The  foregoing   information   relating  to  the  provisions  of  the
Consulting  Agreement  is  intended  to provide a summary  thereof  and
does not purport to be a complete description of the Consulting  Agreement.
Such summary should be read in conjunction with the Consulting Agreement
which has been filed as Exhibit 10.1 hereto and is incorporated herein by
reference in its entirety.

Item 2.   Registrant Information and Employee Plan Annual
Information.

     The  Consultant  has  been  provided  with  copies  of the  documents
incorporated  herein by reference in Part II: Item 3 hereof and has been
advised by the Company in writing that such  documents  will  continue to
be  available, without charge,  to the Consultant upon the Consultant's
written request to the Company at its offices at 970 E. Main Street,  Suite
200,  Grass Valley, California 95945 (Telephone: (916) 477-5961).


                              PART II

Item 3.   Incorporation of Documents by Reference.

     The following materials are incorporated by reference herein in their
entirety:

     (a)  the  Company's  Annual  Report on Form 10-KSB for the  fiscal
year ended  June 30, 1996, as amended, filed with the Securities  and
Exchange  Commission (File No. 0-12761);

     (b)  the Company's Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1996,  December 31, 1996 and March 31, 1997, as
amended, filed with the Securities and Exchange Commission (File No.
0-12761);

     (c)  the Company's Current Reports on Form 8-K dated December 31,
1996, January 14, 1997, January 28, 1997, March 24, 1997 and June 12, 1997;

     (d)  all other  documents  filed by the Company after the date of this
Registration  Statement  under  Sections  13(a) and 15(d)  of the
Securities  and  Exchange Act of 1934,  prior to the filing of a
post-effective amendment to this  Registration  Statement  that  registers
securities  covered hereunder that remain unsold; and

     (e)  the  description of the Common Stock as set forth in the
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on August 10, 1984, is  incorporated  herein by  reference  in
its entirety. In connection therewith, the following description is
provided:

     The Company is authorized to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled (i) to receive ratable dividends from
funds legally available for distribution when and if declared by the board
of directors; (ii) to share ratably in all of the Company's assets
available for distribution upon liquidation, dissolution or winding up of
the Company; and (iii) to one vote for each share held of record on each
matter submitted to a vote of shareholders.  Holders of shares of Common
Stock do not have cumulative voting rights.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.    Indemnification of Directors and Officers.

     Nevada Revised Statute 78.751 ("NRS 78.751") permits the Company's
board of directors to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with any threatened pending or
completed action, suit or proceeding in which such person is made a party
by reason of his being or having been a director, officer, employee or
agent of the Company, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended.  The NRS 78.751 provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which
a person may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise.

     INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS
OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS,
THE COMPANY HAS BEEN INFORMED 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.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The following exhibits are attached hereto:

Exhibit No.    Description of Exhibit              Page No.

 5.1           Opinion letter of Danzig Garubo
               & Kaye, LLP

10.1           Consulting Agreement, dated as of
               July 8, 1997,by and between Brush
               Creek Mining and Development Co.,
               Inc., and Bishop, Rosen & Co., Inc.

23.1           Consent of Danzig Garubo & Kaye,
               LLP, included in the Opinion of
               Counsel filed as Exhibit 5.1

23.2           Consent of Brown Armstrong Randall
               & Reyes Accountancy Corporation,
               independent auditors

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:

     (1)       To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

          (i)       To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

          (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement;

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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; and

     (3)       To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     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 to 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
this 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.

     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 its 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.
<PAGE>
                            SIGNATURES

     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 Grass Valley, State of
California on July 10, 1997.

                              BRUSH CREEK MINING
                              AND DEVELOPMENT CO., INC.


                              By:  /s/James S. Chapin
                                   James S. Chapin,
                                   Chief Executive Officer,
                                   Chairman of the Board

     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 dates indicated.

Signature                Title                         Date


/s/James S. Chapin       Chief Executive Officer,      7/10/97     
James S. Chapin          Chief Financial Officer,
                         Chairman of the Board
                         and Director (Principal
                         Executive Officer and
                         Principal Financial and
                         Accounting Officer)


/s/Howard I. Kalodner    Director                      7/10/97     
Howard I. Kalodner


/s/Albert Miller         Director                      7/10/97     
Albert Miller


/s/Kenneth Friedman      Director                      7/10/97     
Kenneth Friedman
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As filed with the Securities & Exchange Commission on July 10, 1997
                                          Registration No. ___________________

                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

           BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
      (Exact Name of Registrant as Specified in its Charter)

Nevada                                                 88-0180496
(State or other                                  (I.R.S. Employer
jurisdiction of                                    Identification
incorporation or                                          Number)
organization)

                   970 E. Main Street, Suite 200
                  Grass Valley, California 95945
                          (916) 477-5961
 (Address and Telephone of Principal Executive Offices) (Zip Code)

                Consulting Agreement by and between
         Brush Creek Mining and Development Co., Inc. and
                     Bishop, Rosen & Co., Inc.
                       (Full Title of Plan)

             James S. Chapin, Chief Executive Officer
                   970 E. Main Street, Suite 200
                  Grass Valley, California 95945
                          (916) 477-5961
     (Name, address and telephone number of agent for service)

                            Copies to:
                        David M. Kaye, Esq.
                     Danzig Garubo & Kaye, LLP
                  P.O. Box 333, 30A Vreeland Road
               Florham Park, New Jersey  07932-0333
                          (973) 443-0600

 If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415  under the Securities
Act of 1933 check the following box: [ ]
CALCULATION OF REGISTRATION FEE

                                    PROPOSED    PROPOSED
TITLE OF                            MAXIMUM     MAXIMUM      AMOUNT
SECURITIES                          OFFERING    AGGREGATE    OF
TO BE               AMOUNT TO BE    PRICE PER   OFFERING     REGISTRA-
REGISTERED          REGISTERED      SHARE (1)   PRICE (1)    TION FEE

Common Stock,
par value
$.0001
per share(2)        150,000         $.375       $56,250      $17.05

TOTAL REGISTRATION FEE                                 $100.00(3)
_____________________

(1)  Calculated in accordance with Rule 457(c) using the average of the bid
     and asked price for the Common Stock on July 8, 1997.

(2)  Represents  shares of Common Stock  issuable to Bishop, Rosen & Co.,
     Inc. pursuant to the terms of the Consulting  Agreement  (referenced
     above) between Brush Creek Mining and Development Co., Inc. and
     Bishop, Rosen & Co., Inc.

(3)  Minimum registration fee.
PART I

Item 1.   Plan Information.

     This Registration Statement (the "Registration Statement") relates to
the issuance of shares of common  stock,  par value $.0001 per share (the
"Common Stock") of Brush Creek Mining and Development Co.,  Inc. (the
"Company") to Bishop, Rosen & Co., Inc. (the "Consultant")  pursuant to the
terms of a Consulting Agreement,  dated as of July 8, 1997, by and between
the Company and the Consultant (the "Consulting Agreement").  Pursuant to
the terms of the Consulting Agreement,  the Company is obligated to issue
to the Consultant 150,000 shares of Common Stock in exchange for the
Consultant's  providing  certain  consulting  services to the Company.
Pursuant to the terms of the Consulting Agreement, the initial term of the
Consulting Agreement shall extend until January 31, 1998, which term may be
extended by written agreement of the parties.

     The  foregoing   information   relating  to  the  provisions  of  the
Consulting  Agreement  is  intended  to provide a summary  thereof  and
does not purport to be a complete description of the Consulting  Agreement.
Such summary should be read in conjunction with the Consulting Agreement
which has been filed as Exhibit 10.1 hereto and is incorporated herein by
reference in its entirety.

Item 2.   Registrant Information and Employee Plan Annual
Information.

     The  Consultant  has  been  provided  with  copies  of the  documents
incorporated  herein by reference in Part II: Item 3 hereof and has been
advised by the Company in writing that such  documents  will  continue to
be  available, without charge,  to the Consultant upon the Consultant's
written request to the Company at its offices at 970 E. Main Street,  Suite
200,  Grass Valley, California 95945 (Telephone: (916) 477-5961).

                              PART II

Item 3.   Incorporation of Documents by Reference.

     The following materials are incorporated by reference herein in their
entirety:

     (a)  the  Company's  Annual  Report on Form 10-KSB for the  fiscal
year ended  June 30, 1996, as amended, filed with the Securities  and
Exchange  Commission (File No. 0-12761);

     (b)  the Company's Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1996,  December 31, 1996 and March 31, 1997, as
amended, filed with the Securities and Exchange Commission (File No.
0-12761);

     (c)  the Company's Current Reports on Form 8-K dated December 31,
1996, January 14, 1997, January 28, 1997, March 24, 1997 and June 12, 1997;

     (d)  all other  documents  filed by the Company after the date of this
Registration  Statement  under  Sections  13(a) and 15(d)  of the
Securities  and  Exchange Act of 1934,  prior to the filing of a
post-effective amendment to this  Registration  Statement  that  registers
securities  covered hereunder that remain unsold; and

     (e)  the  description of the Common Stock as set forth in the
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on August 10, 1984, is  incorporated  herein by  reference  in
its entirety. In connection therewith, the following description is
provided:

     The Company is authorized to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled (i) to receive ratable dividends from
funds legally available for distribution when and if declared by the board
of directors; (ii) to share ratably in all of the Company's assets
available for distribution upon liquidation, dissolution or winding up of
the Company; and (iii) to one vote for each share held of record on each
matter submitted to a vote of shareholders.  Holders of shares of Common
Stock do not have cumulative voting rights.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.    Indemnification of Directors and Officers.

     Nevada Revised Statute 78.751 ("NRS 78.751") permits the Company's
board of directors to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with any threatened pending or
completed action, suit or proceeding in which such person is made a party
by reason of his being or having been a director, officer, employee or
agent of the Company, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended.  The NRS 78.751 provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which
a person may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise.

     INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS
OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS,
THE COMPANY HAS BEEN INFORMED 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.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The following exhibits are attached hereto:

Exhibit No.    Description of Exhibit              Page No.

 5.1           Opinion letter of Danzig Garubo
               & Kaye, LLP

10.1           Consulting Agreement, dated as of
               July 8, 1997,by and between Brush
               Creek Mining and Development Co.,
               Inc., and Bishop, Rosen & Co., Inc.

23.1           Consent of Danzig Garubo & Kaye,
               LLP, included in the Opinion of
               Counsel filed as Exhibit 5.1

23.2           Consent of Brown Armstrong Randall
               & Reyes Accountancy Corporation,
               independent auditors

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:

     (1)       To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

          (i)       To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

          (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement;

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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; and

     (3)       To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     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 to 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
this 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.

     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 its 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

     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 Grass Valley, State of
California on July 10, 1997.

                              BRUSH CREEK MINING
                              AND DEVELOPMENT CO., INC.

                              By:  /s/James S. Chapin
                                   James S. Chapin,
                                   Chief Executive Officer,
                                   Chairman of the Board

     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 dates indicated.

Signature                Title                         Date

/s/James S. Chapin       Chief Executive Officer,      7/10/97     
James S. Chapin          Chief Financial Officer,
                         Chairman of the Board
                         and Director (Principal
                         Executive Officer and
                         Principal Financial and
                         Accounting Officer)

/s/Howard I. Kalodner    Director                      7/10/97     
Howard I. Kalodner

/s/Albert Miller         Director                      7/10/97     
Albert Miller

/s/Kenneth Friedman      Director                      7/10/97     
Kenneth Friedman