UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 12b-25
                           NOTIFICATION OF LATE FILING
                                                   SEC File Number 33-28106    
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                                                   CUSIP Number
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(Check One):
[  ] Form 10-K  [  ] Form 20-F  [  ] Form 11-K  [ X] Form 10-Q  [  ] Form N-SAR

          For the Period Ended:        September 30, 1998
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          [  ]  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: ___________________________________

 Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
           Nothing in this form shall be construed to imply that the
           Commission has verified any information contained herein.

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

YAAK RIVER RESOURCES, INC.
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Full Name of Registrant

                               
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Former Name if Applicable

830 S. Kline Way                      
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Address of Principal Executive Office (Street and Number)

Lakewood, Colorado  80226       
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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, the following should be
completed.  (Check box if appropriate)

     (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;
     (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, Form 20-F, 11-K or 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 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 Form 10-K, 20-F, 11-K, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period.

     Management requires additional time to compile financial information for 
     its unaudited financial statements for the instant quarter.


PART IV - OTHER INFORMATION

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

          Andrew I. Telsey, Esq.           (303)             671-8920
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                 (Name)                 (Area Code)     (Telephone 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 report(s) 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 statement 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.



                            YAAK RIVER RESOURCES, INC.                   
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                      (Name of Registrant as Specified in Charter)

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

Date  November 17, 1998              By  s/Wm. Ernest Simmons
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                                       Wm. Ernest Simmons, President

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the 
person signing the form shall be typed or printed beneath the signature.  If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                ATTENTION
 Intentional misstatements or omissions of fact constitute Federal Criminal
                    Violations (See 18 U.S.C. 1001).

                          GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act.  The information contained 
     in or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities 
     of the registrant is registered.

4.   Amendments to the notifications must also be filed on Form 12b-25 but 
     need not restate information that has been correctly furnished.  The form
     shall be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers 
     unable to timely file a report solely due to electronic difficulties. 
     Filers unable to submit a report within the time period prescribed due to
     difficulties in electronic filing should comply with either Rule 201 or 
     Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
     chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
     of Regulation S-T (Section 232.13(b) of this chapter).