U. S. Securities and Exchange Commission

                  Washington, D.C. 20549


                        Form 12b-25

                NOTIFICATION OF LATE FILING

(Check one) ___ Form 10-K   ___Form 20-F  ___Form 11-K
                 _X__ Form 10-Q   ___Form N-SAR

For period ended: April 30, 1999

(   ) Transition Report on Form 10-K
(   ) Transition Report on Form 20-F
(   ) Transition Report on Form 11-K
(   ) Transition Report on Form 10-Q
(   ) Transition Report on Form N-SAR

For the Transition Period Ended: _________________

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: _______________

PART I - REGISTRANT INFORMATION

HERITAGE MINES, LTD.
___________________________
Name of Registrant

1199 Main Street, Suite 221
______________________________________
Address of Principal Executive Office (street and number)

Durango, CO  81301
______________________________________
City, State and Zip Code

PART II - RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate) ___X___

(    ) a.  The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

( X  ) b.  The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report of transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and

(    ) c.  The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-
Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period:

Various accounting issues related to completion of its financial statements
are not yet available for completion.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
information:

Gregory B. Sparks
_________________________________
Name

(970) 385-0374
_________________________________
Area Code and Phone Number

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) been filed?  If answer is no,
identify report(s).

                 ( X ) Yes
                 (   ) No

(3)  Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                 (   ) Yes
                 ( X ) No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.


                   HERITAGE MINES, LTD.
_____________________________________________________________
       (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: June 15, 1999

By: /s/ _________________________________________________
      Gregory B. Sparks   (Authorized representative)