SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

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

For the quarter ended            Commission file number:
December 31, 1999                2-99518-D

 Colorado                     74-2446999
(State of incorporation) (I.R.S. employer identification number)

GOLD HILL CORPORATION
2233 West Lindsey
Suite 117
Norman, Oklahoma          73069
(Address of principal      (Zip code)
 executive offices)

Registrant's telephone number, including area code:
(405) 329-0930

Securities registered pursuant to Section 12 (B) of the Act:

Title of each class:  None
Name of each exchange on which registered: None

Securities registered pursuant to Section 12 (G) of the Act:

Common Stock, $0.002 Par Value (Title of each class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(D) of the Securities Exchange
Act of 1934 during the preceding 12 months (or 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.

  ___XXX_____   ____________
     Yes     No

The number of shares of the common stock of the registrant outstanding:
4,809,322 shares

PART I


ITEM 1.  BUSINESS
Results of Operations:  For the quarter ending December 31, 1999, Gold
Hill Corporation ("the Company") realized a small profit which is
detailed in the financial section of this report.  Most of the activity
was directed toward oil and gas studies with minimal overhead
expenditures.

Summary of Business: Quarter ended December 30, 1999.

 Nevada Gold.  As stated in our 10K report as of June 30, 1999, Gold
Hill abandoned all of its mining claims and leases in the Elko, Nevada
area due to failure to discover economic gold to the depth drilled.
Altogether over a period of several years the Company drilled
approximately 15 reverse circulation holes on a significant structural
feature to depths up to 1800 feet.  To drill any deeper than these
depths would be very expensive.  Also, deep ore deposits are less
attractive at today's depressed gold prices.

 During the current year, Gold Hill conducted gold surveys over other
prospective areas in Nevada for potential gold trends and deposits at
shallower depths.  Early reconnaissance has been encouraging.  The
Company is planning more work during the early part of year 2000, and
is
hopeful of following up with an aggressive claim staking and drilling
program.  The area of interest is still in northern Nevada, which hosts
many world class gold deposits, such as those of Placer Dome, Barrick
Gold and Newmont Mining.  Proven gold reserves in the state of Nevada
are estimated at 100-200 million ounces.  Some individual gold deposits
contain more than 30 million ounces.  A discovery of this magnitude
would have a significant impact upon the Company.

 General Operations.  Gold Hill will continue its conservative policy
of
avoiding debt and maintaining very low overhead costs.  No salaries
will
be paid or allowed to accrue at this time, nor will Gold Hill be
charged
for the use of office space currently provided by its principals.

 Private Placement.  Gold Hill is continuing to make a private
placement
of 450,000 shares of its common stock in order to finance a portion of
the costs of the projects described herein.  The price of the shares is
still $1.00 per share.

ITEM 2.  PROPERTIES

Oil and Gas Properties.     During the year, Gold Hill participated
with
Oil Creek Production to the extent of a 25% working interest in the
acquisition of oil and gas leases covering over 1,000 acres on a
wildcat
prospect located just north of Paden in east-central Oklahoma.  The
objective targets were lower Pennsylvanian sands, Hunton lime, and
Wilcox sands of Ordovician age.

 During January of this current year (2000), Oil Creek Production
drilled a hole to a depth of approximately 4,600 feet reaching the
Second Wilcox sand.  The well was not successful with only slight shows
of gas in the Pennsylvanian sands and a non-commercial show of oil and
gas in the Hunton Lime, a current producer adjoining our leases to the
east.  Upon geological review of the drilling results, it is the belief
of management that the well was drilled on the down side of a nearby
fault and that the prespect still has considerable merit, and could
have
oil and gas trapped in significant amounts on our acreage south of the
fault.  Studies are continuing.  There is a strong possibility that
another hole will be drilled on the prospect early in the current year,
possibly in March or April.

Mining Properties.   Gold Hill is continuing to evaluate the gold
potential under its leases and mining claims located in Elko County,
Nevada.


ITEM 3.  LEGAL PROCEEDINGS

 There are no pending legal proceedings, to which Gold Hill is a party
or of which any of its property is the subject.


BALANCE SHEET

September 30, 1999

Assets
       
Current Assets
  Total Current Assets (Cash)         $ 312,995

Fixed Assets
 Furniture and Fixtures                   138
 Tangible Equipment                   31,953
 Accumulated Depreciation            ( 25,958 )
                            _________________________
Total Assets                            $ 319,128


Liabilities and Equity


       
Current Liabilities                     $    none
Equity
 Common Stock                     $ 597,400
 Retained Earnings                 (  566,953  )
 Paid In Capital                      247,904
 Current Income (loss)                 40,777


Total Liabilities & Equity              $ 319,128




ITEM 4.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS

Private Placement.  Efforts to make private placement of restricted
stock at $1.00 per share will continue.  The company plans to maintain
a
minimum price for the private placement restricted stock at $1.00 per
share for an additional six months, and that the effort would be
extended for that time.  In the event of drilling successes, Gold Hill
may continue to market restricted stock in a private placement, but at
a
higher price per share, depending upon market conditions.  In line with
its conservative policies, the management of Gold Hill will not market
more stock than its immediate capital needs in order to keep the number
of shares outstanding at a minimum.

Oil and Gas Leases.  Gold Hill is looking at additional oil and gas
prospects to lease in the forthcoming year.

Salaries and Operations Overhead.  It was agreed that Gold Hill will
continue its policy of paying no salaries to its officers and
directors,
and that it will continue to use the offices of its directors
rent-free.

Stock Options.  It was agreed that no stock options will be offered at
this time.

SIGNATURES

Pursuant to the requirements of Sections 13 and 14 (D) of the
Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf of Undersigned, there unto duly authorized.

GOLD HILL CORPORATION