U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 10-QSB
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended: October 31, 1997
---------------------

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

For the transition period from to
---------- ------------
Commission File Number 0-17386

FISCHER-WATT GOLD COMPANY, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

NEVADA 88-0227654
--------------------------- ----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)

1621 North 3rd Street, Suite 1000,
Coeur d'Alene, ID 83814
--------------------------------------
(Address of principal executive offices)

(208) 664-6757
-------------------------
(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such 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. Yes [X] No [ ]

The number of shares of Common Stock, $0.001 par value, outstanding as of
January 15, 1998, was 35,159,784.

Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]

PART 1 - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

FISCHER-WATT GOLD COMPANY, INC.

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS
October 31, 1997
----------------

CURRENT ASSETS:
Cash ................................................................ $ 373,000
Certificate of deposit .............................................. 502,000
Accounts receivable ................................................. 306,000
Due from related parties ............................................ 48,000
Inventories ......................................................... 802,000
Prepaid expenses .................................................... 38,000
------------
Total current assets .............................................. 2,069,000

MINERAL INTERESTS, net .................................................... 4,314,000

PLANT, PROPERTY, AND EQUIPMENT ............................................ 2,492,000
LESS ACCUMULATED DEPRECIATION ............................................. (555,000)
------------
1,937,000

FOREIGN TAX REFUNDS, net of $182,000 reserve .............................. 392,000
OTHER ASSETS .............................................................. 51,000
------------
Total assets ...................................................... $ 8,764,000
============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses ............................... $ 3,183,000
Notes payable ....................................................... 795,000
------------
Total current liabilities ......................................... 3,978,000

LONG-TERM LIABILITIES:
Convertible note payable to shareholder ............................. 765,000
------------
Total liabilities ................................................. $ 4,743,000
============
SHAREHOLDERS' EQUITY:
Common stock, $0.001 par value, 50,000,000 shares authorized;
35,159,784 shares outstanding at October 31, 1997 ............... 35,000
Additional paid-in capital .......................................... 13,249,000
Capital stock subscribed ............................................ 721,000
Foreign Currency translation adjustments ............................ 261,000
Deficit ............................................................. (10,245,000)
------------
Total shareholders' equity ........................................ 4,021,000

Total liabilities and shareholders' equity ........................ $ 8,764,000
============

The accompanying notes are an integral part of these balance sheets.

FISCHER-WATT GOLD COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Three Months Ended Nine Months Ended
October 31, October 31,
1997 1996 1997 1996
---- ---- ---- ----

SALES OF PRECIOUS METALS .......................... $ 1,121,000 $ 1,243,000 $ 4,063,000 $ 3,212,000
COSTS APPLICABLE TO SALES ......................... (1,218,000) (1,014,000) (3,886,000) (3,015,000)
------------ ------------ ------------ ------------
GAIN (LOSS) FROM MINING ........................... (97,000) 229,000 177,000 197,000

GAIN (LOSS) ON SALE OF ASSETS ..................... -0- -0- (3,000) -0-

COSTS AND EXPENSES:
Abandoned and impaired mineral interests ..... -0- -0- -0- 3,000
Selling, general and administrative .......... 411,000 502,000 1,176,000 1,337,000
Exploration .................................. 67,000 117,000 223,000 333,000
------------ ------------ ------------ ------------
478,000 619,000 1,399,000 1,673,000
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest income (expense) .................... (100,000) (17,000) (196,000) 23,000
Other (expense) income ....................... 12,000 (2,000) 2,000 29,000
Currency exchange losses, net ................ (500,000) 56,000 (768,000) (244,000)
------------ ------------ ------------ ------------
(588,000) 37,000 (962,000) (192,000)
------------ ------------ ------------ ------------

Net loss before income taxes ...................... (1,164,000) (353,000) (2,187,000) (1,668,000)

TAX PROVISION ..................................... -0- -0- -0- -0-
------------ ------------ ------------ ------------
NET LOSS .......................................... ($ 1,164,000) ($ 353,000) ($ 2,187,000) ($ 1,668,000)
=========== =========== =========== ===========

LOSS PER SHARE .................................... ($.03) ($.01) ($.07) ($.06)
------------ ------------ ------------- -----------
WEIGHTED AVERAGE SHARES
OUTSTANDING .................................... 35,090,117 31,213,427 33,112,060 29,274,760
------------ ------------ ------------ ------------

The accompanying notes are an integral part of these statements.

FISCHER-WATT GOLD COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Nine Months Ended
October 31,
1997 1996
----------- ----------

Net cash used in operating activities ................................ $ (759,000) $(3,238,000)

Net cash used in investing activities ................................ (325,000) (551,000)

Net cash provided by financing activities ............................ 973,000 5,062,000
----------- -----------

NET INCREASE (DECREASE) IN CASH ...................................... (111,000) 1,273,000

CASH, at beginning of period ......................................... 484,000 266,000
----------- -----------

CASH, at end of period ............................................... $ 373,000 $ 1,539,000
----------- -----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest ........................ $ 209,000 $ 32,000
Cash paid during the period for taxes ........................... 71,000 164,000

SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT NONCASH
ACTIVITIES:
Common stock issued in exchange for professional services
rendered ...................................................... $ 53,000 $ 21,000
Common stock issued in satisfaction of a note payable ........... $ 110,000 -0-
Common stock issued in exchange for certain unpatented
mining claims ................................................. -0- $ 50,000
Long-term debt incurred in connection with purchase of
mineral interest .............................................. -0- $ 700,000

The accompanying notes are an integral part of these statements.

FISCHER-WATT GOLD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

SUMMARY OF ACCOUNTING POLICIES

Reclassifications Certain amounts in the 1996 (fiscal 1997) financial
statements have been reclassified to conform to the
1997 (fiscal 1998) presentation.

1. FINANCIAL CONDITION AND LIQUIDITY

The accompanying financial statements are unaudited. However, in the opinion of
management, all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation have been made. These financial statements and
notes thereto should be read in conjunction with financial statements and
related notes included in Fischer-Watt Gold Company, Inc.'s ("Fischer-Watt" or
the "Company") Annual Report on Form 10-KSB/A for the year ended January 31,
1997 ("Form 10-KSB/A").

Future Financing and Realization

Fischer-Watt incurred a net loss of $3,378,000 in fiscal 1997, has an
accumulated deficit of $10,245,000, has a net working capital deficiency of
$1,909,000 and continues to experience negative cash flow and losses from
operations. The Company did report net income in fiscal 1996, however this was
principally the result of realized gains on the sale or exchange of
non-producing mineral properties. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

Management previously anticipated achieving levels of production sufficient to
fund the Company's operating needs by the end of fiscal 1998. The Company
exceeded targeted levels of production, however, these efforts were offset by a
sharp decline in the market price of gold that has prevented the realization of
positive cash provided from operating activities. Management believes that as
the El Limon Mine gold property held by Oronorte is further developed and
production levels increase, sufficient cash flows will exist to fund the
Company's Colombian operations. Based on an estimated sales price per ounce of
gold of $300 for the first four months of 1998, and $310 per ounce for the
remaining eight months of 1998, management anticipates the Company's Colombian
operations will generate a self-sustaining cash flow during the fiscal year
ending January 31, 1999. Expansion and or development efforts in other
countries, and administrative expenses, will need to be funded with cash raised
from future equity or debt financing, the exercise of common stock warrants (see
Note 9 to Financial Statements of Form 10-KSB/A for the fiscal year ended
January 31, 1997 and related discussion in Liquidity and Capital Resources
section of this report), and disposition of or joint ventures with respect to
mineral properties. Additionally, if the market price of gold remains below the
estimated sales price of gold set forth above, the Company's Colombian
operations will likely require additional capital. Expenditures for exploration
projects have been reduced, and may be reduced further, if necessary.

The ability of the Company to achieve its operating goals and thus positive cash
flows from operations is dependent upon the future market price of gold, future
capital raising efforts, and the ability to achieve future operating
efficiencies anticipated with increased production levels. Management's plans
will require additional financing, additional reductions in exploration
activity, or disposition of or joint ventures with respect to mineral
properties. While the Company has been successful in these capital raising
endeavors in the past, there can be no assurance that its future efforts, and
anticipated operating improvements will be successful. The Company does not
currently have adequate capital to continue its contemplated business plan
beyond the later part of the first quarter of fiscal 1999. The Company is
presently investigating all of the alternatives identified above to meet its
short-term liquidity needs. The Company believes that it can arrange a
transaction or transactions to meet its short-term liquidity needs, however
there can be no assurance that any such transactions will be concluded or that
if concluded they will be on terms favorable to the Company.

2. ACCOUNTS RECEIVABLE

Accounts receivable at October 31, 1997 consist of:

Trade ...................................................... $ 212,000
Other ...................................................... 94,000
----------
Total accounts receivable ............................. $ 306,000

3. INVENTORIES

Inventories at October 31, 1997 consist of:

Finished products and products in process ................... $ 334,000
Supplies, materials and spare parts ........................ 468,000
----------
Total inventories ...................................... $ 802,000

4. MINERAL INTERESTS

Capitalized costs for mineral interests at October 31, 1997 consist of:

Operating mining property:
El Limon Mine, Oronorte District ........................... $ 1,472,000
Less accumulated depletion ................................. (382,000)
----------
$ 1,090,000

Non-operating properties, net of reserves:
El Carmen, Colombia ........................................ $ 485,000
La Aurora, Colombia ........................................ 441,000
Juan Vara, Colombia ........................................ 151,000
El Viente, Colombia ........................................ 1,000
Los Verdes, Mexico ......................................... 28,000
Kobeh, Nevada .............................................. 84,000
Castle ..................................................... 780,000
Coal Canyon, Nevada ........................................ 608,000
Red Canyon, Nevada ......................................... 334,000
Tempo, Nevada .............................................. 51,000
Sacramento Mountains, California ........................... 154,000
Water Canyon, Nevada ....................................... 19,000
Amador, Nevada ............................................. 15,000
Modoc, California .......................................... 73,000
----------
Total mineral interests ................................ $ 4,314,000

5. NOTES PAYABLE

Pursuant to agreements among Greenstone Resources Ltd. ("Greenstone"), Dual
Resources Ltd. ("Dual"), and the Company, Greenstone made a payment of $300,000
to Dual in August 1995 to acquire 2,800,000 shares of Oronorte common stock for
the benefit of the Company. The Company's obligation to repay Greenstone this
$300,000 is evidenced by a note payable which bears interest at the rate of 10%
per annum. This note became payable, in full, on June 20, 1996 at which time the
Company withheld payment while negotiating the settlement of amounts owed to the
Company by Greenstone (see Note 13 to Financial Statements of Form 10-KSB/A for
the fiscal year ended January 31, 1997).
6

The Company has a $500,000 line of credit with a Colombian bank. Advances under
this line, which totaled $343,000 at September 30, 1997, accrue interest at
rates from 26% to 39% and are collateralized by a $502,000 certificate of
deposit which bears interest at 3.9%.

The Company has a $94,000 note payable to a bank at September 30, 1997. The note
bears interest at the legal Colombian rate (DTF) plus 10 points (30.25% at June
30, 1997), requires interest to be paid quarterly, and is collateralized by a
building.

The Company has an uncollateralized note payable to a Colombian labor
cooperative in the amount of $55,000, which bears interest at 29%, and requires
interest to be paid quarterly. Principal and remaining interest was due in full
on January 31, 1998. The Company is currently renegotiating the repayment terms.

The Company delivered to Kennecott Exploration Company, a shareholder of the
Company, a promissory note in the amount of $700,000, which bears interest at an
annual interest rate equal to the prime or base rate, or legal rate, if less.
The note was issued in connection with the acquisition of mineral interests.
Principal and interest are due in cash on September 30, 1998 or, at the option
of the Company, by issuance of 1,000,000 (one million) shares of the Company's
common stock and payment in cash of accrued interest. Accrued interest at
October 31, 1997 was $65,000. The Company's option to issue shares in
satisfaction of the principal portion of this debt is subject to a limitation
that Kennecott's ownership of Fischer-Watt cannot exceed 10% of the outstanding
voting common stock.

6. EQUITY AND COMMON STOCK

On March 12, 1996 the Company completed a $5 million foreign offering of equity
pursuant to Regulation "S". This offering consisted of the sale of 4,980,000
units at $1.06 per unit. Each unit was composed of two shares of Fischer-Watt
common stock and one share purchase warrant. Each of these warrants entitles the
holder to purchase one additional share of Fischer-Watt common stock at the
following prices during the noted periods: 1) prior to September 30, 1997 at a
price of 22 cents per share, 2) between October 1 and November 30, 1997 at 40
cents per share, 3) between December 1, 1997 and February 28, 1998 at 60 cents
per share, and 4) between March 1, 1998 and their expiration date of February
28, 1999 at 75 cents per share. These securities were not registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The funds raised were used to finance capital equipment and working capital
needs for further development and expansion of Fischer-Watt's gold mining
operation in Colombia and its exploration and development activities in Colombia
and Nevada. As part of this offering, 680,000 of such units were sold in the
form of Special Warrants, convertible into 680,000 units at any time prior to
February 28, 1998, and the collected proceeds of $721,000 attributable to the
sale of those units are classified as capital stock subscribed within the
Company shareholders' equity accounts. As of October 31, 1997, none of the
680,000 units had been issued.

In March 1997, the Company issued 100,000 common shares in exchange for
professional services rendered. The shares had an estimated fair market value of
$53,000.

In April 1997, the Company completed a private placement to accredited investors
located in the United States pursuant to Rule 506 of Regulation D under the
Securities Act of 1933, as amended (the "1933 Act"). The estimated net proceeds
from this offering of $442,000 are to finance the Company's working capital
requirements and needs related to further development, expansion, and
exploration of mining properties. This Regulation D offering consisted of the
sale of 459,000 units at $1.06 per unit. Each unit was composed of two shares of
Fischer-Watt common stock and one share purchase warrant. Each of these warrants
entitles the holder to purchase one additional share of Fischer-Watt common
stock at 1) prior to September 30, 1997 at a price of 22 cents per share, 2)
between October 1 and November 30, 1997 at 40 cents per share, 3) between
December 1, 1997 and February 28, 1998 at 60 cents per share, and 4) between
March 1, 1998 and their expiration date of February 28, 1999 at 75 cents per

share. These securities were not registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. In September 1997 the
Company received $46,000 which resulted from the exercise of 209,000 warrants at
an exercise price of 22 cents per share.

On February 1, 1997, an officer was granted options to purchase 100,000 shares
of common stock at 53 cents per share (fair market value at the time of grant).
These options become exercisable on March 1, 1998 and expire five years after
they become exercisable.

In June 1997, the Company issued 300,000 common shares pursuant to the exercise
of warrants issued in November 1995, which expired August 31, 1997, at an
exercise price of 30 cents per share. The shares had an estimated market value
of $90,000.

On July 23, 1997, the Company issued 185,624 common shares in satisfaction of a
note payable with principal and interest totaling $109,753, to Serem Gatro, the
previous owner of GBEM. The shares had an estimated fair market value of
$109,753 at the time the agreement was entered into.

On October 31, 1997, an officer was granted options to purchase 250,000 shares
of common stock at 16.5 cents per share (fair market value at time of grant).
These options become exercisable on October 31, 1998 and expire five years after
they become exercisable.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Statements which are not historical facts contained herein are forward looking
statements that involve risks and uncertainties that could cause actual results
to differ from projected results. Such forward-looking statements include
statements regarding expected commencement dates of mining or mineral production
operations, projected quantities of future mining or mineral production, and
anticipated production rates, costs and expenditures, as well as projected
demand or supply for the products that FWG and/or FWG subsidiaries produce,
which will affect both sales levels and prices realized by such parties. Factors
that could cause actual results to differ materially include, among others,
risks and uncertainties relating to general domestic and international economic
and political risks associated with foreign operations (including the effects of
inflation and currency exchange rate fluctuations on the results of foreign
operations), the selling price of metals, unanticipated ground and water
conditions, unanticipated grade and geological problems, metallurgical and other
processing problems, availability of materials and equipment, the timing of
receipt of necessary governmental permits, the occurrence of unusual weather or
operating conditions, force majeure events, lower than expected ore grades and
higher than expected stripping ratios, the failure of equipment or processes to
operate in accordance with specifications and expectations, labor relations,
accidents, delays in anticipated start-up dates, environmental costs and risks,
the results of financing efforts and financial market conditions, and other
factors described herein and in FWG's annual report on Form 10-KSB/A. Many of
such factors are beyond the Company's ability to control or predict. Actual
results may differ materially from those projected. Readers are cautioned not to
put undue reliance on forward-looking statements. The Company disclaims any
intent or obligation to update publicly these forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by applicable laws.

The following is a discussion of Fischer-Watt Gold Company, Inc.'s (the
"Company") current financial condition as well as its operations for the nine
months ended October 31, 1997 (fiscal 1998) and October 31, 1996 (fiscal 1997).
This discussion should be read in conjunction with the Financial Statements in
Item 1 of this report as well as the Financial Statements in Form 10-KSB/A for
the fiscal year ended January 31, 1997 on file with the Securities and Exchange
Commission, as the discussion set forth below is qualified in its entirety by
reference thereto.

LIQUIDITY AND CAPITAL RESOURCES

Short-term Liquidity

As of January 15, 1998 the Company had approximately $160,000 in cash, and
accounts payable of approximately $2,819,000.

On October 31, 1997, the Company's current ratio was .5:1 based on current
assets of $2,069,000 and current liabilities of $3,978,000. On October 31, 1996,
the Company's current ratio was 1.4:1 based on current assets of $3,235,000 and
current liabilities of $2,341,000. The decrease in the current ratio at October
31, 1997 is primarily related to a decrease in the cash balance of approximately
$666,000 and a decrease in amounts due from related parties of approximately
$448,000, which were both utilized to finance the Company's capital equipment
and working capital needs related to further development and expansion of the
Colombian gold mining operation and the Company's exploration and development
activities in Colombia and Nevada, a decrease in inventories of approximately
$37,000, an increase in accounts payable and accrued expenses of approximately
$1,470,000 and an increase in notes payable of approximately $167,000, all of
which are related to the increased activity and working needs of the mining
operation in Colombia. The above items are partially offset by an increase in
prepaid expenses of approximately $18,000, which relates to the increased
activity associated with the mining operation in Colombia.

A current ratio of less than 1:1 indicates the Company does not have sufficient
cash and other current assets to pay its bills and other liabilities incurred at
the end of its fiscal year and due and payable within the next year.

Fischer-Watt incurred a net loss of $3,378,000 in fiscal 1997, has an
accumulated deficit of $10,245,000, has a net working capital deficiency of
$1,909,000 and continues to experience negative cash flow and losses from
operations. The Company did report net income in fiscal 1996, however this was
principally the result of realized gains on the sale or exchange of
non-producing mineral properties. These conditions have caused the Company's
independent auditor to raise substantial doubt about the Company's ability to
continue as a going concern.

Management previously anticipated achieving levels of production sufficient to
fund the Company's operating needs by the end of fiscal 1998. The Company
exceeded targeted levels of production, however, these efforts were offset by a
sharp decline in the market price of gold that has prevented the realization of
positive cash provided from operating activities. Management believes that as
the El Limon Mine gold property held by Oronorte is further developed and
production levels increase, sufficient cash flows will exist to fund the
Company's Colombian operations. Based on an estimated sales price per ounce of
gold of $300 for the first four months of 1998, and $310 per ounce for the
remaining eight months of 1998, management anticipates the Company's Colombian
operations will generate a self-sustaining cash flow during the fiscal year
ending 1999. Expansion and/or development efforts in other countries, and
administrative expenses, will need to be funded with cash raised from future
equity or debt financing, the exercise of common stock warrants (see Note 9 to
Financial Statements of Form 10-KSB/A for the fiscal year ended January 31, 1997
and related discussion in Liquidity and Capital Resources section of this
report), and disposition of or joint ventures with respect to mineral
properties. Additionally, if the market price of gold remains below the
estimated sales price of gold set forth above, the Company's Colombian
operations will likely require additional capital. Expenditures for exploration
projects have been reduced, and may be reduced further, if necessary.

Additionally, effective February 1, 1998, the Company's senior management
elected to defer ten percent (10%) of their gross salaries. Future repayment of
the deferred salaries will be at the discretion of the Board of Directors.

The selling price of gold and silver is established by the world market. This
price is determined by many factors, none of which are in the control of the
Company. The major adverse factor has been the selling of gold reserves by
various central banks. The selling price of the Company's major product, gold,
has declined approximately 17% during the year, from approximately $385 per
ounce of gold to approximately $320 per ounce of gold.

The ability of the Company to achieve its operating goals and thus positive cash
flows from operations is dependent upon the future market price of gold, future
capital raising efforts, and the ability to achieve future operating
efficiencies anticipated with increased production levels. Management's plans
will require additional financing, further reductions in exploration activity,
or disposition of or joint ventures with respect to mineral properties. While
the Company has been successful in these capital raising endeavors in the past,
there can be no assurance that its future efforts, and anticipated operating
improvements will be successful. The Company does not currently have adequate
capital to continue its contemplated business plan beyond the later part of the
first quarter of fiscal 1999. The Company is presently investigating all of the
alternatives identified above to meet its short-term liquidity needs. The
Company believes that it can arrange a transaction or transactions to meet its
short-term liquidity needs, however there can be no assurance that any such
transactions will be concluded or that if concluded they will be on terms
favorable to the Company.

As noted above, earlier in the year Management anticipated achieving levels of
production sufficient to fund the operating needs of the Colombian subsidiary by
the end of fiscal 1998. The Company has exceeded targeted levels of production,
however, these efforts were offset by a decline in the market price of gold that
has prevented the realization of positive cash provided from operating
activities. The lack of positive cash provided from operating activities has
created a weak cash position for the Company's Colombian subsidiary, which has
made timely payment to vendors and creditors difficult. As a result of the weak
cash position the Company was unable to pay it's 1995 and 1996 taxes to the
Colombian government, which led to the placement of an embargo on the bank
accounts of the Colombian subsidiary in October 1997. Management has negotiated
a five year repayment plan with the Colombian tax authorities and anticipates
that the embargo will be lifted soon.

The Company is currently focusing its efforts on diversifying its operations to
include production of copper in addition to gold. The Company is involved in the
pre-feasibility stage of a copper property located in Mexico (see related
discussion in Item 5 of this report). Management believes that this copper
property, the Los Verdes, will produce high purity copper cathodes from open pit
mining and Solvent Extraction Electrowinning (SX-EW) processing technology. In
order to complete the feasibility study, the Company needs to raise
approximately $500,000.

From March 11, 1997 through April 16, 1997, the Company conducted a private
placement in the United States. The estimated net proceeds from this offering of
$442,000 were for purposes of financing the Company's working capital
requirements and needs related to further development, expansion, and
exploration of mining properties. This offering consisted of the sale of 459,000
units at $1.06 per unit. Each unit was composed of two shares of Fischer-Watt
common stock and one share purchase warrant. Each of these warrants entitles the
holder to purchase one additional share of Fischer-Watt common stock at the
following prices during the noted periods: 1) prior to September 30, 1997 at a
price of 22 cents per share, 2) between October 1 and November 30, 1997 at 40
cents per share, 3) between December 1, 1997 and February 28, 1998 at 60 cents
per share, and 4) between March 1, 1998 and their expiration date of February
28, 1999 at 75 cents per share. These securities were not registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
In September 1997 the Company received approximately $46,000 which resulted from
the exercise of 209,000 warrants at an exercise price of 22 cents per share.

In June 1997 the Company issued 300,000 common shares pursuant to the exercise
of warrants issued in November, 1995, which expired August 31, 1997, at an
exercise price of 30 cents per share. The Company received total gross proceeds
of approximately $90,000.

In August 1997 the Company issued 2,150,400 common shares pursuant to the
exercise of warrants issued in November 1995, which expired August 31, 1997, at
an exercise price of 22 cents per share. The Company received total gross
proceeds of approximately $473,000.

In September 1997, the Company issued 209,000 common shares pursuant to the
exercise of warrants issued in April, 1997, which expired February 28, 1999, at
an exercise price of 22 cents per share. The Company received total gross
proceeds of approximately $46,000.

Pursuant to agreements among Greenstone Resources Ltd. ("Greenstone"), Dual
Resources Ltd. ("Dual"), and the Company, Greenstone made a payment of $300,000
to Dual to acquire 2,800,000 shares of Oronorte common stock for the benefit of
the Company. The Company's obligation to repay Greenstone this $300,000 is
evidenced by a note payable which bears interest at the rate of 10% per annum.
This note became payable, in full, on June 20, 1996 at which time the Company
withheld payment while negotiating the settlement of amounts owed to the Company
by Greenstone. (See Part I-Item 3. Legal Proceedings of Form 10-KSB/A for the
fiscal year ended January 31, 1997.)

Prior to its acquisition by the Company, GBEM borrowed funds from Serem Gatro
Canada Inc. This loan was evidenced by a note. The note payable is for monies
lent and advanced to GBEM by SGC during the period April 1, 1995, to May 31,
1995, as provided under the share purchase agreement among Serem Gatro, GBEM and
GBM made as of May 31, 1995. The note was to be repaid not later than September
30, 1995, and bore interest at 8%. On July 23, 1997, the Company issued 185,624
common shares in satisfaction of a note payable with principal and interest
totaling $109,753, to Serem Gatro, the previous owner of GBEM. The shares had an
estimated fair market value of $109,753 at the time the agreement was entered
into.

Long-term Liquidity

The Company will likely need to supplement anticipated cash from operations with
future debt or equity financings and dispositions of or joint ventures with
respect to mineral properties to fully fund its future business plan which
includes exploration projects and property development. While the Company has
been successful in capital raising endeavors in the past, there can be no
assurance that its future efforts will be successful. There can be no assurance
that the Company will be able to conclude transactions with respect to its
mineral properties or additional debt or equity financings or that such capital
raising opportunities will be available on terms acceptable to the Company, or
at all.

At October 31, 1997 the Company had long term debt of $765,000 compared to
$700,000 at October 31, 1996. The increase of $65,000 is solely related to the
accrual of interest on a note payable to Kennecott Exploration Company as
described below. During fiscal 1997, the Company delivered to Kennecott
Exploration Company a promissory note in the amount of $700,000, which bears
interest at an annual interest rate equal to the prime or base rate, or legal
rate, if less. Principal and interest are due on September 30, 1998 or at the
option of the Company, by issuance of 1,000,000 (one million) shares of the
Company's stock and payment in cash of accrued interest. The Company's option to
issue shares in satisfaction of the principal portion of this debt is subject to
a limitation that Kennecott's ownership of Fischer-Watt cannot exceed 10% of the
outstanding voting common stock.

RESULTS OF OPERATIONS

Three months ended October 31, 1997 compared with three months ended October 31,
1996.

The Company had net loss of $1,164,000 ($.03 per share) compared to $353,000
($.01 per share) during the quarters ended October 31,1997 and 1996,
respectively. The increase in net loss of $811,000 primarily relates to an
increase in currency exchange loss of approximately $557,000, resulting from an
increase in the exchange rate of 11.2% during the quarter ended October 31,
1997, as compared to a decrease in the exchange rate of 2.3% during the quarter
ended October 31, 1996; an increase in costs applicable to sales of
approximately $204,000 which primarily resulted from a $268,000
misclassification during the quarter ended October 31, 1996, which was adjusted
during the fourth quarter 1996, which caused the costs applicable to sales to be
understated during the quarter ended October 31, 1996; a decrease in sales of
precious metals of $122,000 resulting from an increase in gold ounces shipped of
215, offset by a decrease in the average sales price per ounce of gold of
approximately $58. All of the above were partly offset by an increase in
interest expense of approximately $83,000 related to decreased interest earnings
on lower cash balances and an increase in interest expense associated with
increased debt related to the operating mine in Colombia; a decrease in selling,
general and administrative costs of approximately $91,000 related to a decrease
in expenses associated with the Colombian subsidiary resulting from reduction in
legal fees and rent expense, coupled with administrative cutbacks made in the
Medellin office; a decrease in exploration expenses of approximately $50,000 and
a decrease in other expenses of approximately $14,000.

The cash cost per ounce of gold for the nine months ended October 31, 1997 was
$292.88 as compared to $305.66 for the nine months ended October 31, 1996. The
improvement relates to operational efficiencies gained with the increase in
production of 2,710 ounces from 9,128 gold ounces produced to 11,838 gold ounces
produced during the nine months ended October 31, 1996 and 1997, respectively.
The increase in production resulted from further development of the El Limon
mine, coupled with an increase in ore grade, and augmented production from the
La Aurora. Additionally, the improvement in cash cost per ounce related to the
implementation of administrative cost reductions. Further reductions in the cash
cost per ounce are anticipated as a result of additional administrative
cutbacks, and continued improvement of grade and planned modifications of the
plant.

Gain (Loss) From Mining

Sales of precious metals decreased $122,000, from $1,243,000 to $1,121,000
during the quarters ended October 31, 1996 and 1997, respectively. The decrease
in sales relates to a decrease in the average sales price per ounce of gold of
approximately $58, partly offset by an increase in gold ounces shipped of 215
ounces, from 3,290 ounces of gold shipped to 3,505 ounces of gold shipped during
the quarters ended October 31, 1996 and 1997, respectively. The increase in gold
ounces shipped relates to an increase in ore grade, coupled with an increase in
tonnes produced, which resulted from further development of the El Limon mine
and augmented production from the La Aurora. The decrease in the average sales
price per ounce of gold is directly related to the decline in the gold market.

The Company does not presently employ forward sales contracts or engage in any
hedging activities.

Costs applicable to sales increased $204,000 from $1,014,000 to $1,218,000
during the quarters ended October 31, 1996 and 1997, respectively. The increase
relates to a $268,000 misclassification during the quarter ended October 31,
1996, which was adjusted during the fourth quarter 1996, which caused the costs
applicable to sales to be understated during the quarter ended October 31, 1996.
The adjustment for the misclassification results in a remaining decrease in
costs applicable to sales of $64,000, which relates to the following: an
increase in inventory of approximately $187,000 which resulted from an increase
in the ounces in ending inventory of approximately 540 ounces as compared to an
increase in the ounces in ending inventory of approximately 496 ounces during
the quarters ended October 31, 1997 and 1996, respectively; a reduction in

independent contractor fees of approximately $60,000, which relates to the
assignment of certain tasks to salaried personnel; a reduction in fees of
approximately $43,000, related to reduced consulting fees; reductions in energy
of approximately $15,000; and reductions in maintenance and repair of
approximately $11,000. All of the above were partly offset by the following: an
increase in the provision for ending inventory of approximately $138,000 during
the quarter ended October 31, 1997, as compared to a decrease in the provision
for ending inventory of approximately $63,000 during the quarter ended October
31, 1996; an increase in personnel expenses of approximately $30,000 primarily
resulting from inflationary wage increases of 13% in April 1996, 9% in October
1996 and 11.5% in April 1997; and an increase in selling expenses of
approximately $19,000, which is attributed to an increase in ounces sold of
approximately 215 ounces.

Costs and Expenses

Selling, general and administrative costs decreased $91,000, from $502,000 to
$411,000 during the quarters ended October 31, 1996 and 1997, respectively. The
decrease primarily relates to a decrease in general and administrative expenses
associated with the Colombian subsidiary resulting from reductions in legal fees
associated with prior year legalization and foreign investment, a reduction in
rent expense related to the exercise of an option to purchase the office
building in December 1996, a reduction in travel expense, and other reductions
which resulted from administrative cutbacks implemented in the Medellin office.
The decrease in selling, general and administrative expenses associated with the
Colombian subsidiary were partly offset by an increase in Corporate selling,
general and administrative expenses. The increase in Corporate expenses is
primarily attributable in an increase in Corporate Relations expenses associated
with the Annual Shareholders Meeting held on August 22, 1997, and the write-off
of various capitalized asset balances.

Exploration expense decreased $50,000, from $117,000 to $67,000 during the
quarters ended October 31, 1996 and 1997, respectively. This decrease primarily
relates to the reduction in staffing by one person, and a reduction in fees
associated with conferences and other office expense reductions for the Great
Basin Management office. Exploration expense will continue to decrease in future
months. The most significant decrease will relate to the closing of the
Company's Great Basin Management subsidiary office located in Reno, effective
October 31, 1997.

Net interest expense increased $83,000, from $17,000 to $100,000 during the
quarters ended October 31, 1996 and 1997, respectively. This increase relates to
decreased interest earnings on a lower cash balance, which resulted from the
financing of capital equipment and working capital needs related to further
development and expansion of the Colombian gold mining operation, and the
Company's exploration and development activities in Colombia and Nevada, coupled
with an increase in interest expense associated with increased debt related to
the operating mine in Colombia.

Nine months ended October 31, 1997, compared with nine months ended October 31,
1996.

The Company had net loss of $2,187,000 ($ .07 per share) compared to $1,668,000
($.06 per share) in the nine months ended October 31, 1997 and 1996,
respectively. The primary reasons for the change relates to the following: an
increase in sales of precious metals of $851,000 resulting from an increase in
gold ounces shipped of 3,481, partly offset by a decrease in the average sales
price per ounce of approximately $39; a decrease in selling, general and
administrative expenses of approximately $161,000 which relates to reductions in
legal fees and rent expense, coupled with administrative cutbacks implemented in
Colombia, partly offset by an increase in corporate overhead, and a decrease in
exploration expenses of $110,000 which resulted in cutbacks made in the Great
Basin Management subsidiary office. All of the above were offset by the
following: an increase in costs applicable to sales of $871,000 which resulted
from a $524,000 misclassification during the nine months ended October 31, 1996,
which caused the costs applicable to sales to be understated during the nine
months ended October 31, 1996, the remaining increase in costs applicable to
sales of $347,000 relates to a decrease in ending inventory from the prior year,
and increases in personnel, materials and energy expenses associated with an
increase in gold ounces produced of 2,451 ounces: an increase in personnel and
energy expenses resulting from inflationary increases, and an increase in labor

costs associated with a negotiated increase in the labor cooperative's contract,
an increase in selling expenses attributed to an increase in gold ounces sold of
3,481, partly offset by reductions in contractor fees, consulting fees and
maintenance and repair costs; coupled with an increase in currency exchange loss
of approximately $524,000 which relates to an increase in the exchange rate of
approximately 19%; an increase in interest expense of $219,000 related to
decreased interest earnings on lower cash balances and an increase in interest
expense associated with increased debt related to the operating mine in
Colombia; and an increase in other expense of $27,000.

Gain (Loss) From Mining

Sales of precious metals increased $851,000, from $3,212,000 to $4,063,000
during the nine months ended October 31, 1996 and 1997, respectively. The
increase in sales relates to an increase in gold ounces shipped of 3,481 ounces,
from 8,499 gold ounces shipped to 11,981 gold ounces shipped during the nine
months ended October 31, 1996 and 1997, respectively, partly offset by a
decrease in the average sales price per ounce of approximately $39. The increase
in gold ounces shipped relates to an increase in ore grade, coupled with an
increase in tonnes produced, which resulted from further development of the El
Limon mine and augmented production from the La Aurora. The decrease in the
average sales price per ounce of gold is directly related to the decline in the
gold market.

Costs applicable to sales increased $871,000, from $3,015,000 to $3,886,000
during the nine months ended October 31, 1996 and October 31, 1997,
respectively. The increase relates to a $524,000 misclassification during the
nine months ended October 31, 1996, which was adjusted during the fourth quarter
1996, which caused the costs applicable to sales to be understated during the
nine months ended October 31, 1996. The adjustment for the misclassification
results in a remaining increase of $347,000 which relates to the following: a
decrease in inventory of approximately $27,000 resulting from a decrease in the
ounces in ending inventory of approximately 143 ounces as compared to an
increase in the ounces in ending inventory of approximately 629 ounces during
the nine months ended October 31, 1997 and 1996, respectively; an increase in
selling expenses of approximately $132,000 which is attributed to an increase in
ounces sold of 3,481 ounces; a reduction in the provision for ending inventory
of approximately $133,000 during the nine months ended October 31, 1996, as
compared to an increase in the provision for ending inventory of approximately
$10,000 during the nine months ended October 31, 1997. Additionally, gold ounces
produced increased 2,709 ounces, from 9,129 gold ounces produced to 11,838 gold
ounces produced during the nine months ended October 31, 1996 and 1997,
respectively. The increase in production contributed to an increase in personnel
expenses of approximately $14,000 associated with an increase in the average
number of employees and hours paid, and an increase in materials of
approximately $65,000. Personnel expenses increased approximately $115,000 as a
result of inflationary wage increases of 13% in April 1996, 9% in October 1996
and 11.5% in April 1997. Labor costs associated with the labor cooperative
increased approximately $98,000 resulting from a negotiated increase in the
contract effective January 15, 1997. Energy expense increased approximately
$36,000 as a result of inflation. All of the above were partly offset by a
reduction in independent contractor fees of approximately $142,000, which
relates to the assignment of certain tasks to salaried personnel, a reduction in
fees of approximately $76,000 related to reduced consulting fees, and reductions
in repair and maintenance expense of approximately $32,000.

The Company does not presently employ forward sales contracts or engage in any
hedging activities.

Cost and Expenses

The cost of abandoned mineral interests decreased $3,000, from $3,000 to $-0-
during the nine months ended October 31, 1996 and 1997, respectively. During the
nine months ended October 31, 1996, the La Victoria was abandoned for an
associated cost of $3,000.

Abandonments are a natural result of the Company's ongoing program of
acquisition, exploration and evaluation of mineral properties. When the Company
determines that a property lacks continuing economic value, it is abandoned. It
cannot be determined at this time when or if any of the Company's current
property interests will be abandoned.

Selling, general and administrative costs decreased $161,000, from $1,337,000 to
$1,176,000 during the nine months ended October 31, 1996 and 1997, respectively.
The decrease primarily relates to a decrease in general and administrative
expenses associated with mining operations of approximately $306,000 resulting
from a reduction in legal fees resulting from prior year fees associated with
legalization and foreign investment, a decrease in rent related to the exercise
of an option to purchase the office building in December 1996, a reduction in
travel expense, and other reductions which resulted from administrative cutbacks
implemented in the Medellin office in Colombia. The decreases above were partly
offset by an increase in corporate overhead of approximately $145,000 associated
with the addition of two Vice President positions and the position of Chief
Financial Officer, as well as increases in legal and corporate relations
expenses.

Exploration expense decreased $110,000, from $333,000 to $223,000 during the
nine months ended October 31, 1996 and 1997, respectively. This decrease relates
to the reduction in staffing by one person, a reduction in legal fees associated
with drafting the Tempo joint venture agreement and assistance with claim
filings, a reduction in fees associated with conferences and other office
expense reductions for the Great Basin Management office. Exploration expense
will continue to decrease in future months. The most significant decrease will
relate to the closing of the Company's Great Basin Management subsidiary office
located in Reno, effective October 31, 1997.

Net interest expense increased $219,000, from income of $23,000 to expense of
$196,000 during the nine months ended October 31, 1996 and 1997, respectively.
This increase relates to decreased interest earnings on a lower cash balance,
which resulted from the financing of capital equipment and working capital needs
related to further development and expansion of the Colombian gold mining
operation, and the Company's exploration and development activities in Colombia
and Nevada, coupled with an increase in interest expense associated with
increased debt related to the operating mine in Colombia.

The Company accounts for foreign currency translation in accordance with the
provisions of Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation" ("SFAS No.52"). The assets and liabilities of the
Colombian unit are translated at the rate of exchange in effect at the balance
sheet date. Income and expenses are translated using the weighted average rates
of exchange prevailing during the period. The related translation adjustments
are reflected in the accumulated translation adjustment section of shareholders'
equity. The Company recognized a currency exchange loss of $244,000 and $768,000
in the nine months ended October 31, 1996 and 1997, respectively. The increase
in the currency exchange loss of $524,000 relates to an increase in the exchange
rate, from Colombian peso to US dollar, of approximately 19% during the nine
months ended October 31, 1997, as compared to an increase in the exchange rate
of approximately 3% during the nine months ended October 31, 1996.

COMMITMENTS AND CONTINGENCIES

Foreign companies operating in Colombia, South America, may be subject to
discretionary audit by the Colombian Government in respect of their monetary
exchange declarations. Any such audit by the Colombian Government must be
initiated within two years of filing an exchange declaration. While the Company
has not received any notice of intention from the Colombian Government to
conduct such an audit and the Company has no reason to believe that the
Colombian Government will conduct such an audit in respect of its subsidiary,
Donna Ltd., the Company has the right to claim indemnity from Greenstone
Resources Canada Limited pursuant to the terms of agreements made regarding the
acquisition of Greenstone of Colombia, Ltd. and the Oronorte properties. (See
Part I - Item 3. Legal Proceedings of Form 10-KSB/A for the fiscal year ended
January 31, 1997)

In connection with the purchase of GRC, Greenstone agreed to reimburse the
Company for certain liabilities, including contingent liabilities, existing at
the date of purchase in excess of $1,000,000. At the present time, the Company
has paid or identified as current payables approximately $309,000 in excess of
the $1,000,000. Management is seeking to recover these excess liabilities from
Greenstone in accordance with the terms of the purchase agreement. (See Part I -
Item 3. Legal Proceedings of Form 10-KSB/A for the fiscal year ended January 31,
1997)

PART II - OTHER INFORMATION

Item 2. CHANGES IN SECURITIES

In August 1997, the Company issued 2,150,400 common shares pursuant to the
exercise of warrants issued in November 1995, which expired August 31, 1997, at
an exercise price of 22 cents per share. The Company received total gross
proceeds of approximately $473,000. The shares were issued to the holders of
such warrants pursuant to the exemption from registration provided by Section
4(2) of the Securities Act in a private transaction to a sophisticated purchaser
and are restricted from transfer unless such transfer is registered under the
Securities Act or made pursuant to an exemption therefrom.

In September 1997, two consultants were each granted options to purchase a total
of 200,000 shares of common stock at 22 cents per share (fair market value at
time of grant) in consideration for investment banking and promotional services.
These options become exercisable on September 1, 1998 and expire five years
after they become exercisable. These securities were issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act in a
private transaction to a sophisticated purchaser and are restricted from
transfer unless such transfer is registered under the Securities Act or made
pursuant to an exemption therefrom.

On October 31, 1997, an officer was granted an option to purchase 250,000 shares
of common stock at 16.5 cents per share (fair market value at time of grant).
This option becomes exercisable on October 31, 1998 and expires five years after
it becomes exercisable. These securities were issued pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act in a private
transaction to a sophisticated purchaser and are restricted from transfer unless
such transfer is registered under the Securities Act or made pursuant to an
exemption therefrom.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On August 22, 1997, at the Annual Meeting of Stockholders, the Company's
stockholders voted on two proposals as follows:

1) Election of Directors - All nominees for director were elected. The votes
were cast as follows:

Name For Withhold Authority Abstain Not Voted
---- --- ------------------ ------ ---------

George Beattie 21,148,795 27,500 104,500 11,205,865
Gerald D. Helgeson 21,141,795 62,000 104,500 11,205,865
Anthony P. Taylor 21,099.195 77,100 104,500 11,205,865
Peter Bojtos 21,148,795 27,500 104,500 11,205,865
James M. Seed 21,148,795 27,500 104,500 11,205,865
Jorge Ordonez 21,137,295 39,000 104,500 11,205,865

2) Increase in authorized shares of common stock and elimination of preferred
stock - The Company's stockholders ratified and approved an amendment to
the Articles of Incorporation to increase the number of authorized shares
of common stock from 50,000,000 to 200,000,000 and to eliminate the
previously authorized 250,000 shares of preferred stock. The votes were
cast as follows:

For Against Abstain Broker Non-Votes Not Voted
--- ------- ------- ---------------- ---------

16,787,097 344,160 81,488 4,068,050 11,205,865

Item 5. OTHER INFORMATION

On October 28, 1997, the Company's subsidiary, Great Basin Exploration and
Mining Company, Inc. (GBEM), entered into a Letter Agreement with First Point
Minerals Corporation (First Point), wherein First Point paid $11,178 to GBEM in
consideration for an option to acquire the Amador and Water Canyon properties.
The letter Agreement requires First Point ot maintain all of the Claims in good
standing. The option may be exercised by First Point at any time on or before
August 31, 2002, to acquire all or any portion of the claims. Following exercise
of the option, First Point shall deliver to GBEM or its permitted assigns,
200,000 shares of common stock.

On January 16, 1998, the Company entered into an Option Agreement with Zephyr
Resources, Inc. (Zephyr), wherein Zephyr paid $20,000 to Fischer-Watt in
consideration for an option to receive a Lease of Mining Property covering the
Castle property. The Option Agreement grants Zephyr 150 days to exercise its
option to receive the Lease. Upon exercise of the option, Zephyr shall pay
Fischer-Watt $40,000 cash.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits -

Exhibit Item 601

No. Category Exhibit
- --- -------- -------
1 3(i) Articles of Incorporation as amended. Filed as exhibit
2-3 to Form 10-QSB filed January 8, 1998, and
incorporated herein by reference.

2 3(ii) By-Laws of the Corporation. Amended and restated. Filed
as exhibit 3-3 to Form 10- QSB filed December 16, 1996,
and incorporated herein by reference.

3 10 Option effective August 31, 1997, whereby Fischer-Watt
Gold Company, Inc., grants Bob Chapman an option to
purchase 50,000 shares of Fischer-Watt Gold Company,
Inc., restricted common stock.

4 10 Option effective August 31, 1997, whereby Fischer-Watt
Gold Company, Inc., grants Rick Lundgren an option to
purchase 150,000 shares of Fischer-Watt Gold Company,
Inc., restricted common stock.

5 10 English translation of contract dated September 1,
1997, between Minera Constelacion, S.A. de C.V. and
Minera Montoro S.A. de C.V. regarding an option to
acquire the Los Verdes.

6 10 English translation of addendum, dated October 1, 1997,
to Purchase-Sale Agreement between Compania Minera
Oronorte S.A. (seller) and NISSHO IWAI Corporation
(buyer) dated December 19, 1995 (filed as exhibit 34-10
to Form 10-KSB filed September 25, 1996).

7 10 Employment agreement effective October 24, 1997,
between Fischer-Watt Gold Company, Inc., and George
Beattie whereby Fischer-Watt agrees to employ Mr.
Beattie for a two-year period as President.

8 10 Letter agreement dated October 28, 1997, between First
Point Minerals Corporation and Great Basin Exploration
and Mining Company, Inc., wherein Great Basin
Exploration and Mining Company, Inc., grants First
Point Minerals Corporation an option to acquire the
claims of the Amador and Water Canyon properties.

9 10 Option effective October 31, 1997, whereby Fischer-Watt
Gold Company, Inc., grants George Beattie an option to
purchase 250,000 shares of Fischer-Watt Gold Company,
Inc., restricted common stock.

10 27 Financial Data Schedule for the nine (9) month period
ended October 31, 1997.

(b) Reports on Form 8-K

During the quarter ended October 31, 1997, no reports on Form 8-K were
filed by the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.

FISCHER-WATT GOLD COMPANY, INC.

February 11, 1998

By: /s/ George Beattie
---------------------------------
George Beattie, President,
Chief Executive Officer
(Principal Executive Officer),
Chairman of the Board and Director

February 11, 1998

By: /s/ Michele D. Wood
---------------------------------
Michele D. Wood, Treasurer,
Chief Financial Officer
(Principal Financial and Accounting Officer)