FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of June 2008

BUENAVENTURA MINING COMPANY INC.

(Translation of Registrant's Name into English)

CARLOS VILLARAN 790

SANTA CATALINA, LIMA 13, PERU

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover

of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in

this Form is also thereby furnishing the information to the Commission pursuant to

Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________.

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Interim unaudited consolidated financial information as of March 31, 2008 and 2007 and for the three-month periods then ended

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Report of Independent Auditors

To the Shareholders of Compañía de Minas Buenaventura S.A.A.

1. We have reviewed the accompanying consolidated balance sheet of Compañía de Minas Buenaventura S.A.A. (a Peruvian company) and subsidiaries as of March 31, 2008, the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three-month periods then ended March 31, 2008 and 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our review.

2. The financial statements of Minera Yanacocha S.R.L. as of March 31, 2008 and 2007 and for the three-month periods then ended have been reviewed by other auditors, whose reports have been furnished to us. In the consolidated financial statements of the Company, the Company’s investment in Minera Yanacocha S.R.L. amounts to US$658.9 million as of March 31, 2008 (US$577.5 million as of December 31, 2007); in addition the share in the net income of this entity amounts to US$81.4 million for the three-month period then ended (US$27.9 million for the three-month period ended March 31, 2007).

3. We conducted our review in accordance with applicable auditing standards in Peru for interim reviews. Those standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquire of company personnel and analytical procedures applied to consolidated financial data and thus provide less assurance than an audit. We have not performed an audit and, accordingly, we do not express such an opinion on the accompanying consolidated financial statements.

4. Based on our review and on the limited reports of the auditors of Minera Yanacocha S.R.L., we are not aware of any material modification that should be made to the accompanying consolidated financial statements referred above to be in conformity with generally accepted accounting principles in Peru.

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15 to the consolidated financial statements

Report of Independent Auditors (continued)

5. We have previously audited, in accordance with generally accepted auditing standards in Peru, the accompanying consolidated balance sheet of Compañía de Minas Buenaventura S.A.A. and subsidiaries as of December 31, 2007, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the year then ended. Our report dated February 28, 2008 expressed an unqualified opinion on those consolidated financial statements.

Lima, Peru,

April 25, 2008

Countersigned by:

Marco Antonio Zaldívar

C.P.C. Register No.12477

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Consolidated Balance Sheets

As of March 31, 2008 (unaudited) and December 31, 2007 (audited)

	Note			2008			2007
				US$(000)			US$(000)
Assets
Current assets
Cash and cash equivalents		4			335,387			381,612
Current portion of derivate financial instruments		13			1,342			2,929
Embedded derivate for concentrate sales		11			2,038			-
Trade accounts receivable, net					128,530			107,540
Other accounts receivable, net					6,611			7,760
Accounts receivable from affiliates		12(a	)		17,527			14,420
Inventory, net					41,696			35,149
Current portion of prepaid taxes and expenses					23,590			16,032
Total current assets					556,721			565,442
Other long-term accounts receivable					1,476			1,451
Prepaid taxes and expenses					5,733			5,338
Derivative financial instruments		13			2,976			5,035
Investment in shares		5			1,071,320			932,420
Mining concessions and property, plant and equipment, net					244,464			244,992
Development costs, net					85,600			84,187
Deferred income tax and workers´ profit sharing asset, net		9			289,806			141,118
Other assets					1,400			1,486
Total assets					2,259,496			1,981,469

Liabilities and shareholders’ equity, net
Current liabilities
Bank loans		6			450,000			-
Trade accounts payable					28,228			24,662
Income tax payable					6,414			15,349
Dividends and other current liabilities		8(a	)		139,488			96,823
Derivative financial instruments liability					-			5,984
Current portion of long-term debt		7			30,172			20,869
Total current liabilities					654,302			163,687
Other long-term liabilities					66,060			72,308
Long-term debt		7			53,415			63,250
Deferred income from sale of future production					-			102,008
Total liabilities					773,777			401,253
Shareholders’ equity, net		8
Capital stock, net of treasury shares of US$62,622,000 in the year 2008 and US$14,462,000 in the year 2007					750,540			173,930
Investment shares, net of treasury shares of US$142,000 in the year 2008 and US$37,000 in the year 2007					2,019			473
Additional paid-in capital					225,978			177,713
Legal reserve					37,679			37,679
Other reserves					269			269
Retained earnings					339,559			1,056,937
Cumulative translation loss					(34,075	)		(34,075	)
Cumulative unrealized gain on derivative financial instruments, net					904			1,518
Cumulative unrealized gain on investments in shares held at fair value					140			158
					1,323,013			1,414,602
Minority interest					162,706			165,614
Total shareholders’ equity, net					1,485,719			1,580,216
Total liabilities and shareholders’ equity, net					2,259,496			1,981,469

The accompanying notes are an integral part of the consolidated balance sheet.

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Consolidated Statements of Income (unaudited)

For the three-month periods ended March 31, 2008 and 2007

	Note			2008			2007
				US$(000)			US$(000)
Operating income
Net sales		10			212,000			150,818
Royalty income		12(b	)		14,258			8,381
Realization of deferred income from sale of future production					-			5,393
Total income					226,258			164,592
Operating costs
Cost of sales, without considering depreciation and amortization					49,109			42,709
Exploration and development in units in operation					14,805			11,652
Depreciation and amortization					9,188			7,923
Total operating costs					73,102			62,284
Gross income					153,156			102,308
Operating expenses
Administrative		11			27,546			8,213
Exploration in non-operating areas					11,401			8,958
Royalties					6,921			5,590
Sales					4,541			1,397
Total operating expenses					50,409			24,158
Operating income before unusual item					102,747			78,150
Net loss on release of fixed-price component in commercial contracts		10			(415,135	)		(85,455	)
Operating loss after unusual item					(312,388	)		(7,305	)
Other income (expenses), net
Share in affiliated companies, net		5(b	)		145,722			55,044
Gain on change in the fair value of gold certificates					-			5,126
Interest income					2,199			2,690
Interest expense					(6,523	)		(1,549	)
Gain (loss) on currency exchange difference					8,978			(287	)
Other, net					611			(903	)
Total other income, net					150,987			60,121
Income (loss) before workers´ profit sharing, income tax and minority interest					(161,401	)		52,816
Provision for workers´ profit sharing, net		9			25,370			574
Provision for income tax, net		9			100,747			(555	)
					(35,284	)		52,835
Net income attributable to minority interest					(27,684	)		(16,173	)
Net income (loss) attributable to Buenaventura					(62,968	)		36,662
Net income (loss) per basic and diluted share, stated in U.S. dollars					(0.49	)		0.29

The accompanying notes are an integral part of the consolidated balance sheet.

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

For the three-month period ended March 31, 2008 and 2007

	Capital stock, net of treasury shares
	Number of shares outstanding		Common shares		Investment shares		Additional capital		Legal reserve		Other reserves		Retained earnings			Cumulative translation loss			Cumulative unrealized gain (loss) on derivative instruments			Cumulative unrealized gain on investments in shares carried at fair value			Total			Minority interest			Total shareholders’ equity
			US$(000)		US$(000)		US$(000)		US$(000)		US$(000)		US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)			US$(000)
Balance as of January 1, 2007		126,879,832		173,930		473		177,713		37,679		269		852,148			(34,075	)		-			932			1,209,069			91,437			1,300,506
Dividends declared, notes 8(a) and 8(b)		-		-		-		-		-		-		(47,071	)		-			-			-			(47,071	)		(10,020	)		(57,091	)
Unrealized gain on available-for-sale financial assets		-		-		-		-		-		-		-			-			-			21			21			-			21
Unrealized gain on investment shares held at fair value		-		-		-		-		-		-		-			-			-			10			10			-			10
Other		-		-		-		-		-		-		-			-			-			-			-			(2,661	)		(2,661	)
Net income		-		-		-		-		-		-		36,662			-			-			-			36,662			16,173			52,835
Balance as of March 31, 2007		126,879,832		173,930		473		177,713		37,679		269		841,739			(34,075	)		-			963			1,198,691			94,929			1,293,620
Balance as of January 1, 2008		126,879,832		173,930		473		177,713		37,679		269		1,056,937			(34,075	)		1,518			158			1,414,602			165,614			1,580,216
Dividends declared, notes 8(a) and 8(b)		-		-		-		-		-		-		(27,989	)		-			-			-			(27,989	)		(22,457	)		(50,446	)
Capitalization of retained earnings, note 8(c)		-		576,610		1,546		48,265		-		-		(626,421	)		-			-			-			-			-			-
Unrealized loss on derivate financial instruments held by El Brocal		-		-		-		-		-		-		-			-			(614	)		-			(614	)		(1,735	)		(2,349	)
Unrealized loss on investment shares held at fair value		-		-		-		-		-		-		-			-			-			(18	)		(18	)		-			(18	)
Decrease of minority interest in El Brocal		-		-		-		-		-		-		-			-			-			-			-			(6,400	)		(6,400	)
Net income (loss)		-		-		-		-		-		-		(62,968	)		-			-			-			(62,968	)		27,684			(35,284	)
Balance as of March 31, 2008		126,879,832		750,540		2,019		225,978		37,679		269		339,559			(34,075	)		904			140			1,323,013			162,706			1,485,719

The accompanying notes are an integral part of the consolidated balance sheet.

Translation of a report and consolidated financial statements originally issued in Spanish - see Note 15

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Consolidated Statements of Cash Flows (unaudited)

For the three periods ended March 31, 2008 and 2007

	2008			2007
	US$(000)			US$(000)
Operating activities
Proceeds from sales		178,062			178,028
Royalties received		11,598			9,036
Interest received		3,314			2,870
Settlement of gold certificates		-			135,189
Value Added Tax recovered		-			2,668
Acquisition of gold certificates		-			(66,853	)
Release of fixed-price component in commercial contract		(517,143	)		(144,987	)
Payment for suppliers and third parties		(57,778	)		(49,936	)
Payments to employees		(42,274	)		(25,725	)
Income tax paid		(23,833	)		(38,427	)
Payments for exploration activities		(18,853	)		(15,127	)
Payments of royalties		(10,229	)		(7,210	)
Payments of interest		(3,216	)		(601	)
Net cash and cash equivalents used in operating activities		(480,352	)		(21,075	)
Investment activities
Purchase of property, plant and equipment		(9,849	)		(9,679	)
Disbursements for development activities		(5,140	)		(7,835	)
Increase in time deposits		(46,340	)		(4,889	)
Proceeds from sale of plant and equipment		95			327
Net increase of accounts receivable from affiliates		(447	)		-
Net cash and cash equivalents used in investment activities		(61,681	)		(22,076	)
Financing activities
Increase of long-term debt		510,000			-
Payments of bank loans		(60,000	)		-
Payments of dividends for minority interest shareholders of subsidiary		-			(2,600	)
Decrease of long - term debt		(532	)		(155	)
Net cash and cash equivalents provided by (used in) financing activities		449,468			(2,755	)
Net decrease in cash and cash equivalents during the period		(92,565	)		(45,906	)
Cash and cash equivalents at beginning of period		302,864			176,600
Cash and cash equivalents at period-end		210,299			130,694

Translation of a report and consolidated financial statements originally issued in Spanish - See Note 15

Consolidated Statements of Cash Flows (unaudited) (continued)

	2008			2007
	US$(000)			US$(000)
Reconciliation of net income (loss) to net cash and cash equivalents used in operating activities
Net income (loss)		(62,968	)		36,662
Add (less)
Minority interest		27,684			16,173
Depreciation and amortization		10,425			8,326
Amortization of development costs		3,727			3,243
Long-term officers’ compensation		13,608			1,523
Accretion expense of the provision for closure of mining units		956			948
Net cost of plant and equipment retired and sold		56			593
Loss (gain) on currency exchange difference		(8,978	)		287
Income from release of fixed price component in commercial contracts		(102,008	)		(59,532	)
Share in affiliated companies, net of dividends received in cash		(145,722	)		(55,044	)
Deferred income tax and workers´ profit sharing benefit		(147,390	)		(28,921	)
Realization of deferred income from sale of future production		-			(5,393	)
Reversal for slow moving and obsolescence supplies allowance		(16	)		-
Provision of interest payable		2,349			-
Allowance for doubtful trade accounts receivable		5,372			-
Other		(3,432	)		(168	)
Net changes in assets and liabilities accounts
Decrease (increase) in operating assets -
Financial assets at fair value through profit or loss (Gold Certificates)		-			63,210
Trade accounts receivable		(21,889	)		27,210
Other accounts receivable		1,124			(1,216	)
Accounts receivable from affiliates		(3,107	)		939
Inventory		(6,547	)		3,075
Prepaid taxes and expenses		(7,953	)		2,580
Increase (decrease) in operating liabilities -
Trade accounts payable		3,566			(5,416	)
Income tax payable		(8,935	)		(16,812	)
Dividends and other current liabilities		(30,274	)		(13,342	)
Net cash and cash equivalents used in operating activities		(480,352	)		(21,075	)
Transactions that did not affect cash flows:
Dividends declared and unpaid, note 8(a)		30,320			50,992

Compañía de Minas Buenaventura S.A.A. and subsidiaries

Notes to the interim consolidated financial statements (unaudited)

As of March 31, 2008 and 2007

1.	Business activity

Compañía de Minas Buenaventura S.A.A. (hereafter “Buenaventura”) is a publicly traded corporation incorporated in 1953. It is engaged in the exploration (individually and in association with third parties), extraction, concentration and commercialization of polymetallic ores. The business activities of its subsidiaries are presented in the consolidated financial statements as of December 31, 2007; there have been no changes in such activities during the first quarter in 2008.

The consolidated financial statements include the financial statements of Buenaventura and the following subsidiaries (together, “the Company”):

	Ownership percentages as of
	March 31, 2008				December 31, 2007
	Direct		Indirect		Direct		Indirect
	%		%		%		%
Mining concessions, held exploration and exploitation of minerals
Compañía de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN		44.83		55.17		44.83		55.17
Compañía Minera Condesa S.A.		99.99		-		99.99		-
Compañía Minera Colquirrumi S.A.		90.00		-		90.00		-
Sociedad Minera El Brocal S.A.A.		2.93		29.59		-		29.59
Inversiones Colquijirca S.A.		61.42		-		61.42		-
Minas Conga S.R.L.		-		60.00		-		60.00
S.M.R.L. Chaupiloma Dos de Cajamarca		20.00		40.00		20.00		40.00
Minera La Zanja S.R.L.		53.06		-		53.06		-
Minera Minasnioc S.A.C.		60.00		-		60.00		-
Electric power activity
Consorcio Energético de Huancavelica S.A.		99.99		0.01		99.99		0.01
Services rendered
Buenaventura Ingenieros S.A.		100.00		-		100.00		-
Contacto Corredores de Seguros S.A.		-		99.99		-		99.99

Notes to the interim consolidated financial statements (unaudited)

(continued)

2.	Interim unaudited consolidated financial statements

Basis of presentation -

The interim unaudited consolidated financial statements for the three-month period ended March 31, 2008 had been prepared in conformity with IAS 34 “Interim Financial Reporting”.

The interim consolidated financial statements do not include all the information and disclosures required in the Company’s annual consolidated financial statements and should be read together with the consolidated financial statements as of December 31, 2007.

Significant accounting principles and practices -

The criteria and accounting basis used by the Company in preparing the accompanying interim consolidated financial statements, are consistent to those used in the preparation of the Company’s annual consolidated financial statements.

Reclassifications -

The Company did not make significant reclassifications to its interim consolidated financial statements for the three-month periods ended March 31, 2008 and 2007.

3.	Seasonality of operations

The Company and its subsidiaries operate continuously without fluctuations due to seasonality.

4.	Cash and cash equivalents

(a)

This item is made up as follows:

	As of March 31, 2008		As of December 31, 2007
	US$(000)		US$(000)
Cash		797		460
Bank accounts		70,651		27,700
Time deposits (b)		138,851		274,704
Cash balances included in the consolidated statements of cash flows		210,299		302,864
Time deposits with original maturity greater than 90 days (c)		125,088		78,748
		335,387		381,612

Notes to the interim consolidated financial statements (unaudited)

(continued)

(b)

The time deposits as of March 31, 2008, made up as follow:

Currency	Original maturities		Annual interest rate %
					US$(000)
U.S. Dollars		From 28 to 90 days		From 4.65 to 6.50		136,300
Nuevos Soles		To 90 days		From 5.15 to 5.30		2,551
						138,851

(c)

As of March 31, 2008, it mainly corresponds to time deposits maintained by El Brocal:

Currency	Original maturities		Annual interest rate %
					US$(000)
Nuevos Soles		To 92 days		From 4.90 to 5.70		110,088
U.S. Dollars		To 271 days		5.30		15,000
						125,088

Notes to the interim consolidated financial statements (unaudited)

(continued)

5.	Investments in shares

(a)

This item is made up as follows:

	Equity ownership				Amount
	As of March 31, 2008		As of December 31, 2007		As of March 31, 2008		As of December 31, 2007
	%		%		US$(000)		US$(000)
Investments held under the equity method
Minera Yanacocha S.R.L. (c)
Equity share		43.65		43.65		658,898		577,537
Payment in excess of the share in fair value of assets and liabilities, net						19,322		19,599
						678,220		597,136
Sociedad Minera Cerro Verde S.A.A. (c)
Equity share		18.50		18.50		332,577		267,448
Payment in excess of the share in fair value of assets and liabilities, net						57,468		57,960
						390,045		325,408
Investments held at fair value
Other						3,055		9,876
						1,071,320		932,420

(b)

The detail of share in affiliated companies, net is:

	For the three-month periods ended March 31,
	2008		2007
	US$(000)		US$(000)
Minera Yanacocha S.R.L.		81,083		27,233
Sociedad Minera Cerro Verde S.A.A.		64,637		27,224
Other		2		587
		145,722		55,044

(c)

The investments held in Yanacocha (a gold mine located in Cajamarca, Peru) and Cerro Verde (a copper mine located in Arequipa, Peru), represent the Company’s most significant investments. The share in their results has been significant in relation to the Company’s net earnings as of March 31, 2008 and 2007.

Notes to the interim consolidated financial statements (unaudited)

(continued)

Increase in investments in shares balance -

Investment in shares´ balance increased by US$138,900,000 compared to the balance as of December 31, 2007, which was originated by the share in Yanacocha and Cerro Verde:

Increase in share in affiliated companies -

The share in affiliated companies increased by US$90,678,000 compared to same quarter of 2007, mainly due to the net effect of:

An increase of US$53,850,000 in the share in Yanacocha’s net income. During the first quarter of 2008, Yanacocha obtained a net income of US$186,161,000 (US$69,348,000 during the first quarter of 2007). The higher income of Yanacocha is explained by the higher volume of gold sold during the quarter (539,074 gold ounces during the first quarter of 2008 compared to 455,328 gold ounces in the same period of 2007) and the increase of the gold price average (US$926.00 per ounce of gold in the 2008 compared with US$653.00 in the 2007).

An increase of US$37,413,000 in the share in Cerro Verde’s net income. This company obtained a net income of US$352,066,000 during the first quarter of 2008 (US$148,897,000 during the first quarter of 2007) explained by the starting-up of operations of primary sulfide plant, which allowed to increase the volume of copper sold of 111,237,000 pounds during the first quarter in 2007 to 167,273,000 pounds during the first quarter in 2008 and the increase of copper price average from US$2.86 per pound in the first quarter in 2007 to US$4.25 per pound in the first quarter in 2008.

Notes to the interim consolidated financial statements (unaudited)

(continued)

Summary of financial information based on the financial statements of Yanacocha and

Cerro Verde -

The table below presents the principal amounts in the financial statements of Yanacocha and Cerro Verde, adjusted to conform to Buenaventura’s accounting practices:

	Yanacocha				Cerro Verde
	As of March 31, 2008		As of December 31, 2007		As of March 31, 2008		As of December 31, 2007
	US$(000)		US$(000)		US$(000)		US$(000)

Balance Sheet
Total assets		2,121,011		1,895,884		2,491,824		2,010,776
Total liabilities		608,525		569,559		694,016		565,034
Shareholders’ equity		1,512,486		1,326,325		1,797,808		1,445,742

	Yanacocha				Cerro Verde
	For the three-month periods ended March 31,				For the three-month periods ended March 31,
	2008		2007		2008		2007
	US$(000)		US$(000)		US$(000)		US$(000)

Results
Total income		499,205		297,283		711,352		317,651
Operating income		251,660		102,175		565,334		233,817
Net income		186,161		69,348		352,066		148,897

Notes to the interim consolidated financial statements (unaudited)

(continued)

6.	Bank loans

(a)

On February 20, 2008, Buenaventura signed a Syndicate Bridge Loan Agreement for the amount of US$450,000,000 with a syndicate of banks led by Banco de Crédito del Perú (the agent bank). The loan received was used to pay clients to release the fixed - price component in commercial contracts that Buenaventura held as of such date (see note 10) and to pay its financial obligations assumed during 2008, prior to obtain the syndicate loan.

Buenaventura received the loan amount on February 26, 2008 and the cash was used as follows:

Destination

	US$(000)

Scotiabank loan payment		40,000
Banco de Crédito del Perú payment of loan		20,000
Payment to Mitsui & Co. Precious Metals, Inc.		103,022
Payment to Morgan Stanley Capital Group INC		136,500
Payment to Macquarie Bank Limited		79,656
Commission on restructuring		1,071
Commission for agent bank		36
Reimbursement of funds to Buenaventura		69,715
Total		450,000

The table below shows a list of the banks that make up the syndicate and their respective participation:

Bank	Location
			US$(000)		%

Banco de Crédito del Perú		Peru		95,000		21
Banco Bilbao Vizcaya Argentaria		Grand Caiman Island		85,000		19
Scotiabank Perú		Peru		68,000		15
Banco de Crédito e Inversiones		U.S.A.		68,000		15
Natixis		France		65,000		14
Atlantic Security Bank		Panama		48,000		11
Banco Internacional del Perú		Peru		21,000		5
Total				450,000		100

Notes to the interim consolidated financial statements (unaudited)

(continued)

(b)

The main clauses provided in the Syndicate Bridge Loan Contract include the following:

(i)

As collateral to guarantee its compliance with the obligations under the loan agreement, Buenaventura pledged a moveable property guarantee over common shares of Sociedad Minera Cerro Verde S.A.A. in favor of the agent bank. The market value of these shares should be maintained at a value equivalent to 1.25 times the value of the loan.

(ii)

The loan accrues a 90 day Libor interest rate + 2.25% (nominal), with quarterly payments. The principal amount may only be prepaid on each of the programmed quarterly maturity dates.

(iii)

The total term of the loan is two-hundred and seventy (270) days. The total term of the loan shall begin to run as from the date of loan disbursement, and the principal loan amount shall be integrally paid upon expiration of the term of the loan.

(iv)

The interest accrued by this loan shall be paid quarterly as from the date of loan disbursement.

(c)

The Company’s Management considers that as of March 31, 2008, Buenaventura has fulfilled all of its contractual obligations assumed under the Syndicate Bridge Loan Agreement.

(d)

The General Shareholders Meeting held March 27, 2008, approved the motion to allow Buenaventura’s Management to negotiate with a bank syndicate to obtain a 5-year syndicate bridge loan agreement for up to US$450,000,000. The same Meeting also decided that Buenaventura would pledge a movable guarantee in favor of the agent bank over common shares of Compañía Minera Condesa S.A. in order to guarantee its contractual obligations. The market value of these shares should be equivalent to 1.50 times the amount of the loan. As of the date of the report, Buenaventura’s Management has been involved in restructuring a long-term loan to replace the previously contracted short-term loan held as of March 31, 2008, with a local bank who will act as the agent bank.

The mention long – term loan will replace in the following months the short term bank loan maintained as of March 31, 2008.

Notes to the interim consolidated financial statements (unaudited)

(continued)

7.	Long-term debt

The long-term debt maturity schedule of Buenaventura and Subsidiaries is as follows:

Year
	US$(000)

2008		20,250
2009		39,587
2010		20,750
2011		2,000
2012		1,000
		83,587
Non current portion		(53,415	)
Current portion		30,172

8.	Shareholders’ equity, net

(a)

Declared dividends -

The information about declared dividends for the three-month periods ended March 31, 2008 and 2007 is as follows:

Meeting	Date		Declared dividends			Dividends per share
			US$			US$
Dividends 2008
Mandatory annual shareholders’ meeting		March 27, 2008		30,320,000			0.22
Less – Declared dividends to Condesa				(2,331,000	)
				27,989,000
Dividends 2007
Mandatory annual shareholders’ meeting		March 28, 2007		50,992,000			0.37
Less – Declared dividends to Condesa				(3,921,000	)
				47,071,000

As of March 31, 2008, the declared dividends of first quarter of 2008, agreed in the shareholders’ meeting held on March 27, 2008, had not been paid yet to the shareholders. They are presented in the caption Dividends and other current liabilities in the consolidated balance sheet.

Notes to the interim consolidated financial statements (unaudited)

(continued)

(b)

As of March 31, 2008, the declared dividends by two subsidiaries to minority shareholders, is made up as follows:

	2008		2007
	US$(000)		US$(000)

Sociedad Minera El Brocal S.A.A.		19,317		7,420
S.M.R.L. Chaupiloma Dos de Cajamarca		3,140		2,600
		22,457		10,020

(c)

Capitalization of retained earnings -

The Mandatory annual Shareholders’ Meeting held March 27, 2008, agreed to increase the nominal value of the common and investment shares from S/4.00 to S/20.00 each. For this, the Meeting approved the following capitalizations:

(i)

Capitalization of results from exposure to inflation accumulated of capital stock and investment shares, as of December 31, 2004 amounting to S/96,858,000 (US$28,230,000). As of March 31, 2008, results from exposure to inflation was included as part of capital stock. As a consequence, no additional movement was required in the consolidated statement of changes in shareholders’ equity.

(ii)

Capitalization of retained earnings amounting to S/2,108,219,000 (US$626,421,000) increased the capital stock and investment shares accounts by US$576,610,000 (net of treasury stock for US$48,160,000) and US$1,546,000 (net of treasury stock for US$105,000) respectively.

As a result of the capitalizations, the nominal value of treasury shares increased from US$14,499,000 to US$62,764,000 (an increase of US$48,265,000). In compliance with accounting standards, the Company shows the nominal value of treasury shares net of the capital stock, as a consequence the increase in the nominal value of the treasury shares was net off in the same value of capital stock increasing the additional capital account of consolidated statement of changes in shareholders’ equity.

Notes to the interim consolidated financial statements (unaudited)

(continued)

As a result, as of March 31, 2008, the Company’s capital is composed of:

	Number of shares			Nominal value			Capital stock			Capital stock
				S/			S/(000)			US$(000)

Common Shares
Common shares		137,444,962			2,748,899,240			2,748,899			813,162
Treasury stock		(10,565,130	)		(211,302,600	)		(211,303	)		(62,622	)
		126,879,832			2,537,596,640			2,537,596			750,540
Investment Shares
Investment shares		372,320			7,446,400			7,446			2,161
Treasury stock		(30,988	)		(619,760	)		(620	)		(142	)
		341,332			6,826,640			6,826			2,019

9.	Deferred income tax and workers´ profit sharing asset, net

As of March 31, 2008, the deferred income tax and workers´ profit sharing asset, net mainly includes the effects of: tax-loss carry forward by US$231,127,000 (US$58,116,000 as of December 31, 2007), the stock appreciation rights provision by US$12,570,000 (US$13,458,000 as of December 31, 2007) and translation to U.S. dollars impact for US$14,133,000 (US$7,254,000 as of December 31, 2007).

The current and deferred portions of the income (expense) tax and workers’ sharing benefit included in the consolidated statements of income for the three-month periods ended March, 31, 2008 and 2007 are made up as follows:

	2008			2007
	US$(000)			US$(000)
Workers’ profit sharing
Current - legal		(2,734	)		(3,480	)
Current - without effect of unusual item		(5,017	)		(2,375	)
Deferred		33,121			6,429
		25,370			574
Income tax
Current		(13,522	)		(23,047	)
Deferred		114,269			22,492
		100,747			(555	)

Notes to the interim consolidated financial statements (unaudited)

(continued)

10.

Net sales

The sales in the first quarter of 2008 (US$212,000,000) increased by 41 percent compared to the first quarter of 2007 (US$150,818,000). During the first quarter of 2008, the Company sold 83,978 gold ounces at an average market quotation of US$927.09/Oz, compared with 40,000 gold ounces at an average fixed price of US$340.00/Oz and 68,918 gold ounces at an average market quotation of US$651.52/Oz in the same period of 2007. The higher sales prices obtained during the first quarter of 2008, results from the modification of schedule of commitments of gold ounces and for the release of fixed-price component in commercial contracts.

The increase in the sales for the higher prices of gold was partially off set by the decrease of the gold ounces sold. See note 14(a).

In addition, the consolidated sales increased due to higher sales of Sociedad Minera El Brocal S.A.A. The sales in the first quarter of 2008 were US$62,824,000 (US$47,887,000 in similar period of 2007). This increase is due to start up phase of copper concentrate plant at the end of the year 2007, which allow to sale 1,560 TM of copper concentrate that represented an increase in the sales of US$12,271,000 during the three-month period ended March 31, 2008. The decrease in the volume sold of silver and lead and the price of zinc during the three-month period ended March 31, 2008, was compensated with the recognition of the fair value of embedded derivative as part of the sales, see note 13.

Normal sales contracts -

On March 9, 2007, Buenaventura reviewed the sales contracts with four of its customers, to release the fixed - price or higher price to sell certain number of committed ounces and to sell those gold ounces between the years 2008 - 2012 at market prices.

As a consequence, Buenaventura was released from the obligation to sell 483,000 ounces of gold at fixed prices; consequently, they will be sold according at the market price prevailing at the date of the physical delivery of the gold committed. Buenaventura made a payment of US$144,987,000 with charge to expense and recorded a decrease in the liability corresponding to the deferred income from sale of future production of US$59,532,000. The loss resulting of US$85,455,000 is presented in the caption Net loss on release of fixed - price component in commercial contracts, in the three-month consolidated statements of income for the period ended March 31, 2007.

In January and February of 2008, Buenaventura reviewed the sales contracts with others customer, to release the fixed-price component or higher price on to sell those committed gold ounces between the years 2010 - 2012 to the market prices in a similar way of the agreement fixed in 2007.

As a consequence, Buenaventura was released from the obligation to sell 922,000 ounces of gold at fixed prices, varying between US$345 and US$451 per ounces of gold; consequently, they will be sold according at the market price prevailing at the date of the physical delivery of the gold committed. Buenaventura made a payment of US$517,143,000 (US$82,592,000 in January 2008 and US$434,551,000 in February 2008, respectively) and recorded a decrease in the liability corresponding to the deferred income from sale of future production of US$102,008,000. The loss resulting of US$415,135,000 is presented in the caption Net loss on release of fixed – price component in commercial contracts” in the consolidated statements of income for the three-month period ended March 31, 2008.

Notes to the interim consolidated financial statements (unaudited)

(continued)

As of March 31, 2008, Buenaventura has been released of fixed-price component of all sales contracts which have a maximum maturity until the year 2012.

Embedded derivative due to changes of the prices in commercial contracts -

The Company’s concentrate sales include embedded derivatives that for accounting purposes must be separated from the commercial contracts. They are recognized as assets and liabilities at fair value in the consolidated balance sheet.

During the three-month period ended March 31, 2008 the fair value of embedded derivate is a gain of US$8,022,000 (gain of US$8,115,000 resulted by El Brocal and a loss of US$93,000 resulted by Buenaventura) and is shown in the caption “Net sales” in the consolidated statements of income.

11.

General and administrative expenses

The variations of this item is explained by the increase of US$12,085,000 of the provision for long - term officers compensation during the first quarter in 2008 compared with the same period in 2007, and for the record, in the first quarter in 2008, of a US$5,372,000 provision for allowance for doubtful account. The provision was for accounts receivable that Management has deemed to be uncollectible as of the date of the consolidated balance sheet.

12.

Transactions with affiliated companies

(a)

As a result of the transactions presented in the following paragraphs, the Company has the following accounts receivable from affiliated companies:

	As of March 31, 2008		As of December 31, 2007
	US$(000)		US$(000)

Minera Yanacocha S.R.L.		16,967		14,307
Other		560		113
		17,527		14,420

Notes to the interim consolidated financial statements (unaudited)

(continued)

(b)

The Company had the following transactions with its affiliated companies:

S.M.R.L. Chaupiloma Dos de Cajamarca (“Chaupiloma”) -

Chaupiloma is the legal owner of the mineral rights on the mining concessions exploited by Yanacocha, and receives a 3 percent royalty on the net sales of Yanacocha. During the three-month period ended March 31, 2008, royalties earned amounted to US$14,258,000 (US$8,381,000 for the three-month period ended March 31, 2007) and are presented as royalties income in the consolidated statements of income.

Buenaventura Ingenieros S.A. (“Bisa”) -

As of December 31, 2006, Bisa participated in a framework contract with Minera Yanacocha S.R.L. Starting from July 2007, it participates in the bidding for the execution of specific work orders.

The revenues related to these services contracts during the three-month period ended March 31, 2008 amounted to approximately US$617,000 (US$1,805,000 for the three-month period ended March 31, 2007). These figures are presented in the caption net sales of the consolidated statements of income.

Consorcio Energético de Huancavelica S.A. (“Conenhua”) -

In November 2001, Conenhua signed a 10-year agreement with Yanacocha for the electric energy transmission and infrastructure operation, Yanacocha will pay an annual fee of US$3.7 million. For the three-month period ended March 31, 2008, the revenues for these services amounted to approximately US$1,970,000 (US$968,000 for the three-month period ended March 31, 2007) and are presented in the caption net sales of the consolidated statements of income.

Terms and Transaction with related parties

Transactions with related parties are made at normal market prices. Outstanding balances at year-end are unsecured interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables. As of March, 31, 2008, the Company has not recorded any impairment of receivables relating to amounts owed by related parties, according to the assessment undertook by management each financial reporting through examining the financial position of the related party and the market in which the related party operates.

Notes to the interim consolidated financial statements (unaudited)

(continued)

13.

Derivative financial instruments

Derivative contracts -

Buenaventura

As of March 31, 2008, Buenaventura held put option contracts (gold convertible put option contracts), which grant it the right to sell 52,500 ounces of gold at an average price of US$345 per ounce, depending on certain market conditions. These contracts have different expiries through July 2011; their fair value was less than US$1,000 as of March 31, 2008. Except as otherwise disclosed before, Buenaventura does not maintain gold derivative contracts as of March 31, 2008.

El Brocal

During the year 2007 and the first quarter of 2008, El Brocal entered into metal price hedging contracts to cover future cash flows from its sales, which qualify to hedge accounting of future cash flow and are recognized as assets and liabilities at fair value in the consolidated balance sheet. Changes in the fair value are deferred in an equity account to the extent that the hedge operations are effective. The deferred amounts are reclassified to sales caption when the related production is sold.

The critical terms of these hedge operations have been negotiated with brokers so that they coincide with the negotiated terms of the commercial contracts to which they are related. Price hedge operations for cash flow from the next few years’ sales have been evaluated by the Management and found to be 100% effective. The effectiveness of hedging operations was measure using the cash flow compensation method, a method that the Company’s management considers best reflects the risk management aim relating to the hedging operations.

As of March 31, 2008, El Brocal recognized losses of US$48,000 relating to hedging operations liquidated in the period. These values are included in the caption net sales in the consolidated statement of income.

Notes to the interim consolidated financial statements (unaudited)

(continued)

Hedging operations current in El Brocal as at March 31, 2008 are:

Metal	Monthly average amount TM		Total Amount TM		Fixed Price		Period		*Fair value ()**
					US$				US$(000)

Zinc		675		4,050		2,866		July 2008 - December 2008		2,498
Zinc		675		4,050		2,853		January 2009 - June 2009		2,409
Zinc		675		4,050		2,679		July 2009 - December 2009		1,382
Zinc		675		4,050		2,621		January 2010 - June 2010		1,176
Zinc		425		2,550		2,481		July 2010 - December 2010		380
Lead		250		750		2,835		April 2008 - June 2008		27
Lead		525		3,150		2,930		July 2008 - December 2008		435
Lead		525		3,150		2,908		January 2009 - June 2009		134
Lead		525		3,150		2,775		July 2009 - December 2009		(94	)
Lead		525		3,150		2,770		January 2010 - June 2010		(259	)
Lead		425		2,550		2,780		July 2010 - December 2010		(41	)
Copper		350		2,100		7,694		July 2008 - December 2008		(1,944	)
Copper		350		2,100		7,514		January 2009 - June 2009		(1,785	)
Total				38,850						4,318
								Less - current portion		(1,342	)

										2,976

(*) Mark to market

During the first quarter of 2008, El Brocal recorded a credit of US$764,000, net of minority interest, in the equity caption Unrealized loss on derivative financial instruments, resulting from changes in fair value of the derivative contracts occurring during that period.

Notes to the interim consolidated financial statements (unaudited)

(continued)

Embedded derivative due to changes of the prices in commercial contracts -

As of March 31, 2008, the fair value of the embedded derivate is a net gain of US$2,038,000 (gain of US$2,355,000 maintained by El Brocal and a loss of US$317,000 maintained by Buenaventura) and is shown in the caption Embedded derivative for concentrate sales.

14.

Statistical data

Statistical data of the Company related to the volume of inventories sold and average sale prices by product for the three-month periods ended March 31, 2008 and 2007 are as follows:

(a)

Volumes sold:

	For the three-month periods ended March 31,
	2008		2007

Gold		83,978 Oz		108,918 Oz
Silver		4,325,739 Oz		3,871,855 Oz
Lead		8,082 MT		8,766 MT
Zinc		19,362 MT		15,687 MT
Copper		1,592 MT		24 MT

(b)

Average sale prices:

	For the three-month periods ended March 31,
	2008		2007

Gold		927.09 US$/Oz		537.18 US$/Oz
Silver		17.44 US$/Oz		13.23 US$/Oz
Lead		2,883.17 US$/MT		1,775.21 US$/MT
Zinc		2,384.13 US$/MT		3,376.93 US$/MT
Copper		7,865.22 US$/MT		6,069.02 US$/MT

15.

Explanation added for English language translation

The accompanying consolidated financial statements are presented based on accounting basis generally accepted in Peru. Certain accounting practices applied by the Company that conform with generally accepted accounting principles in Peru may differ in certain respects to generally accepted accounting principles in other countries.

Signature

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

Compañía de Minas Buenaventura S.A.A.

/s/ CARLOS E. GALVEZ PINILLOS

Carlos E. Gálvez Pinillos

Chief Financial Officer

Date: June 4, 2008