6-K 1 v130278_6k.htm

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 October 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 ___

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 ___ No X

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

Compañia de Minas Buenaventura Announces

Third Quarter 2008 Results

Lima, Peru, October 30, 2008 – Compañia de Minas Buenaventura S.A.A. (“Buenaventura” or “the Company”) (NYSE: BVN; Lima Stock Exchange: BUE.LM), Peru’s largest, publicly-traded precious metals mining company announced today its results for the third quarter 2008. All figures have been prepared according to Peruvian GAAP and are stated in U.S. dollars (US$).

Comments from the Chief Executive Officer:

Mr. Roque Benavides, Chief Executive Officer of Buenaventura stated:

“Net income in 3Q08 was US$100.6 million, or US$0.40 per ADS, in-line with the figure reported in 3Q07.

Operating income in the third quarter was US$71.4 million, 20% lower than the figure reported in 3Q07, while EBITDA from Buenaventura’s direct operations totaled US$91.3 million, 16% lower than the figure achieved in 3Q07. This decrease is explained by the higher costs reported at some of the Company’s mines, as well as a decrease in several metal prices. Yanacocha’s better performance in terms of production and profits, partially offset Buenaventura’s direct operations results as well as Cerro Verde’s lower contribution in 3Q08, best explained by a decrease in copper prices, resulting in a 4% decline in total EBITDA.”

Financial Highlights (in millions of US$, except EPS figures):

	3Q08		3Q07		Var%			9M08		9M07		Var%
Total Revenues		207.6		195.8		6	%		650.2		548.2		19	%
Operating Income		71.4		88.8		-20	%		266.8		260.9		2	%
EBITDA (BVN Direct Operations)		91.3		108.9		-16	%		328.1		305.7		7	%
EBITDA (inc. Yanacocha and Cerro Verde)		229.3		238.4		-4	%		874.6		636.4		37	%
Net Income		100.6		99.9		1	%		159.3		154.7		3	%
EPS*		0.40		0.39		1	%		0.63		0.61		3	%

(*) The number of outstanding shares after the stock split is 254,442,328.

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 2 of 12

Operating Revenue

During 3Q08, net sales were US$195.3 million, a 4% increase when compared to the US$188.2 million reported in 3Q07 mainly due to a 17% increase in the volume of gold sold, as well as a 26% increase in the realized prices of gold.

This was partially offset by a decrease in the volume of silver and zinc sold, as well as lower zinc and lead prices.

Royalty income during 3Q08 totaled US$12.2 million, a 61% increase when compared to the US$7.6 million reported in 3Q07. This was due to higher sales at Yanacocha.

Operating Highlights	3Q08		2Q07		Var%			9M08		9M07		Var%
Net Sales (in millions of US$)		195.3		188.2		4	%		611.6		520.5		18	%
Average Realized Gold Price Gold (US$/oz)*		898		708		27	%		906		628		44	%
Average Realized Gold Price (US$/oz) inc. Yanacocha		875		692		26	%		900		652		38	%
Average Realized Silver Price (US$/oz)*		14.73		12.62		17	%		16.49		13.00		27	%
Average Realized Lead Price (US$/MT)*		1,827		3,153		-42	%		2,170		2,679		-19	%
Average Realized Zinc Price (US$/MT)*		1,750		3,153		-45	%		2,061		3,477		-41	%
Average Realized Copper Price (US$/MT)*		7,571		7,680		-1	%		7,990.12		7,264		10	%

(*) Buenaventura Direct Operations

Equity Sales Content
	3Q08		3Q07		Var%			9M08		9M07		Var%
Gold (in oz)*		108,907		92,969		17	%		281,462		292,889		-4	%
Gold (in oz) inc. Yanacocha		300,316		250,070		20	%		897,012		784,695		14	%
Silver (in oz)*		3,979,327		4,494,822		-11	%		12,443,303		12,323,505		1	%
Lead (in MT)*		11,434		10,720		7	%		27,690		30,861		-10	%
Zinc (in MT)*		18,573		19,755		-6	%		61,733		55,057		12	%
Copper (in MT)*		2,333		41		5646	%		5,722		107		5265	%

(*) Buenaventura Direct Operations

Net sales for the nine-month period 2008 were US$611.6 million, a 18% increase compared to the same period of 2007 (US$520.5 million), while royalty income was US$38.6 million, a 73% increase when compared to US$22.3 million in the comparable period of 2007.

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 3 of 12

Production and Operating Costs

Buenaventura’s equity production¹ during 3Q08 was 106,161 ounces of gold, 3% higher than the 102,982 ounces reported in 3Q07; and 3,682,022 ounces of silver, a 6% decrease when compared to the 3,936,760 ounces reported in 3Q07.

Equity production¹ for the accumulated nine-month period was 308,683 ounces of gold and 11,557,431 ounces of silver. This represented an increase of 5% in gold production (295,034 ounces in 2007), and a 10% increase in silver production compared to 2007 (10,541,795 ounces).

Equity Production¹
	3Q08		3Q07		Var%			9M08		9M07		Var%
Gold (oz)		106,161		102,982		3	%		308,683		295,034		5	%
Gold (oz) inc. Yanacocha		302,028		265,862		14	%		915,859		772,525		19	%
Silver (oz)		3,682,022		3,936,760		-6	%		11,557,431		10,541,795		10	%
Lead ( MT)		6,641		5,909		12	%		18,148		16,562		10	%
Zinc ( MT)		10,410		10,967		-5	%		32,733		28,409		15	%
Copper (MT) inc. Cerro Verde		15,900		14,406		10	%		46,823		35,806		31	%

At Orcopampa (100%), total gold production in 3Q08 was 73,342 ounces, a 5% increase when compared to the 69,983 ounces reported in 3Q07 (Appendix 2). Accumulated gold production was 205,557 ounces, a 3% increase when compared to 2007 (198,788 ounces).

Cash operating costs during 3Q08 were US$248/oz, 48% higher when compared to 3Q07 (US$167/oz). This was explained by:

Higher contractor expenses due to an increase in exploration labor and fees

An increase in reagent consumption for the new plant to treat old tailings

Higher energy prices

Five-day (July) stoppage due to a road blockade

At Poracota, gold production in 3Q08 was 11,297 ounces, while cash operating costs were US$621/oz.

Total royalties paid to the government at both Orcopampa and Poracota in 3Q08 were US$2.5 million.

At Uchucchacua (100%), total silver production during 3Q08 was 2,583,873 ounces, a 4% decrease when compared to 3Q07 (2,685,812 oz), mainly due to a 10% decrease in the ore grade despite a 7% increase in the recovery rate (Appendix 2). Likewise, zinc production increased 46% (3,236 MT in 3Q08 vs. 2,210 MT in 3Q07), while lead production increased 31% (3,144 MT in 3Q08 vs. 2,398 MT in 3Q07).

Accumulated production for the nine-month period 2008 was 8,382,673 ounces of silver, 22% higher than in 2007 (6,860,183 oz); 8,439 MT of zinc, an increase of 83% when compared to 2007 (4,623 MT) and 8,327 MT of lead, 46% higher than in 2007 (5,702 MT).

¹ Production includes 100% of operating units, 100% of CEDIMIN and 34.91% of El Brocal.

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 4 of 12

Cash operating costs in 3Q08 were US$8.06/oz, an 88% increase compared to the $4.29/oz in 3Q07. This was best explained by:

The lower lead and zinc by-product contribution due to lower prices

An increase in diamond drilling (11,505m in 3Q08 vs. 9,065m in 3Q07)

Higher contractor expenses

Higher energy prices

Total royalties paid to the government at Uchucchacua in 3Q08 were US$1.1 million.

At Antapite (100%), total production in 3Q08 was 9,351 ounces of gold, a decrease of 43% compared to 3Q07 (16,486 ounces), mainly due to a 47% decrease in gold grade from 0.38 Oz/ST to 0.20 Oz/ST. Accumulated gold production was 33,759 ounces, a 37% decrease when compared to 2007 (53,544 oz).

Gold cash operating costs in 3Q08 were US$755/oz, a 75% increase when compared to the US$431/oz in 3Q07. This increase was due to:

The lower gold content due to lower grades.

An increase in diamond drilling (9,662m in 3Q08 vs. 6,020m in 3Q07).

Total royalties paid to the government at Antapite in 3Q08 were US$0.2 million.

At Colquijirca (El Brocal) (34.91%), total zinc production was 18,169 MT in 3Q08, a 22% decrease when compared to the 23,318 MT reported in 3Q07 due to a 5% decrease in the ore grade and a 9% decrease in the ore mined (Appendix 2). Total silver production during 3Q08 was 1,263,051 ounces, a 35% decrease when compared to the 1,938,095 ounces reported in 3Q07 due to lower silver grade.

For the nine-month period 2008, total zinc production was 63,018 MT, in-line with the figure reported in the same period of 2007 (62,684 MT). In the case of silver, total production decreased 31% from 5,301,821 ounces in 2007 to 3,651,447 ounces in 2008.

Zinc cash operating costs for 3Q08 were US$30 per MT compared to a negative US$7 per MT in 3Q07, due a decrease in lead and silver contribution.

At Marcapunta, copper production for 3Q08 was 2,109 MT and 5,406 MT for the accumulated period of 2008. Cash cost for 3Q08 were US$3,752/MT of copper.

Total royalties paid to the government at Colquijirca in 3Q08 were US$1.2 million.

Operating Expenses

General and administrative expenses for 3Q08 were US$3.4 million, a 75% decrease compared to the US$13.7 million reported in 3Q07 due to a lower Long-Term Compensation provision (a credit of US$6.5 million). General and administrative expenses for the nine-month period 2008 were US$40.6 million, a 15% increase when compared to the US$35.3 million reported in the same period of 2007.

Exploration Costs in non-operational mining sites

Exploration costs at non-operational mining sites during 3Q08 were US$14.0 million, a 28% increase compared to the US$10.9 million reported in 3Q07. The main efforts were focused at the Marcapunta (US$2.9 million), Mallay (US$2.2 million), La Zanja (US$2.2 million) and El Milagro (US$1.2 million) projects. Exploration costs at non-operating mining sites during the nine-month period 2008 were US$41.2 million, a 31% increase when compared to the same period in 2007 (US$31.3 million).

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 5 of 12

Operating Income

Operating income in 3Q08 was US$71.4 million, a 20% decrease compared to the US$88.8 million reported in 3Q07. This result was mainly due to the previously mentioned increase in costs at the Company’s mining operations.

Accumulated operating income for the period was US$266.8 million, a 2% increase when compared to the US$260.9 million reported in the comparable period of 2007.

Share in Affiliated Companies

During 3Q08, Buenaventura’s income from non-consolidated affiliates was US$75.3 million, an increase of 11% when compared to the US$67.8 million reported in 3Q07. This increase is explained by the US$43.7 million contribution from Yanacocha (US$16.7 million in 3Q08) and the US$31.5 million contribution from Cerro Verde (US$50.1 million in 3Q07). Accumulated income from non-consolidated affiliates was US$319.5 million, an increase of 82% compared to the US$175.2 million reported in the comparable period of 2007.

YANACOCHA

At Yanacocha (43.65%), 3Q08 gold production was 448,721 ounces of gold, an increase of 20% when compared to 3Q07 (373,150 ounces). Gold production for the nine-month 2008 period was 1,391,010 ounces, an increase of 27% when compared to the 1,093,910 ounces reported in the comparable period of 2007.

Costs applicable to sales (CAS) at Yanacocha during 3Q08 were US$375/oz, in-line with the figure reported in 3Q07 US$369/oz.

Net income at Yanacocha during 3Q08 was US$100.6 million, a 155% increase when compared to the 3Q07 figure (US$39.5 million). Accumulated net income for 2008 was US$386.4 million, 213% higher than the same period of 2007 (US$123.5 million).

During 3Q08, EBITDA totaled US$196.4 million, an increase of 95% compared to 3Q07 (US$100.8 million). This increase was due to an increase in the volume of gold sold and 26% higher realized gold prices, which increased from US$682/oz in 3Q07 to US$862/oz in 3Q08. EBITDA for the nine-month period 2008 was US$689.9 million, an increase of 129% when compared to the US$300.8 million reported in 2007.

CAPEX for 3Q08 was US$27.0 million.

CERRO VERDE

At Cerro Verde (18.68%), 3Q08 copper production was 78,728 MT, a 1% increase when compared to 3Q07 (77,636 MT). Copper production in the nine-month period 2008 totaled 235,120 MT, 22% higher than the figured reported in the same period of 3Q07 (193,004 MT).

During 3Q08, net income was US$165.5 million, a 37% decrease compared to 3Q07 (US$264.2 million), best explained by lower sales revenue, which decreased 32% from US$601.1 million in 3Q07 to US$411.3 million in 3Q08 due to lower copper prices, specifically a sales revenue adjustment of US$189.8 million to account the final prices of previous quarters sales.

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 6 of 12

Accumulated 2008 net income was US$818.8 million, a 28% increase compared to the 2007 period (US$639.7 million), while net sales were US$1,809.8 million, an increase of 32% compared to the same period in 2007 (US$1,371.8 million).

CAPEX in 3Q08 totaled US$26.6 million.

Net Income

This quarter, Buenaventura’s net income was US$100.6 million, representing US$0.40 per ADS, in-line with the figure reported in 3Q07 (US$99.9 million or US$0.39 per ADS).

Net income for the nine-month period 2008 was US$159.3 million (US$0.63 per ADS), an increase of 3% when compared to the US$154.7 million (US$0.61 per ADS) reported in the same period of 2007.

Project Development

UCHUCCHACUA

·	The deepening and integration of the Carmen and Socorro mines includes:

Carmen Mine: The deepening of the Master Shaft from level 3,990 to level 3,930. Infrastructure auxiliary work is 81% complete, and is expected to be concluded by 1Q09. The development of level 3,990 to communicate with the Socorro mine is 82% complete, and is expected to be finished by 4Q08.

Socorro Mine: The construction of ramp 626 to reach level 3,920 (1,250 meters) is 50% complete and is expected to be concluded by 1Q09. The development of level 3,990 to communicate with the Carmen mine is 87% complete and is expected to be finished by 1Q09. The work to deepen the Luz Shaft to reach level 3,920 from level 4,060 will begin after the completion of level 3,990.

During 3Q08, total investment was US$1.0 million (accumulated US$10.3 million).

·	The plant expansion from 2,500 STPD to 3,000 STPD includes a 13´x 20´ grinding mill, flotation cells, a 25’ x 10’ thickener and 1 press filter. All equipment has been installed and operations commenced in September 2008. Total investment was US$4.6 million.

ORCOPAMPA

The deepening of the Nazareno Shaft from level 3,290 to level 3,230 during 2008, included 28 meters (60 meters) of deepening work, which started in April 2008 and is 47% complete. The construction of ramps 15 and 16 to reach level 3,230 from level 3,290 started in January 2008 and includes 720 meters of drifting. At the end of 3Q08, work is 91% complete.

Accumulated investment during 2008 was US$3.5 million from an estimated investment of US$4.5 million.

·	The deepening of the Prometida Shaft from level 3,440 to level 3,290 (150 meters) commenced in October 2007 and is 63% complete. This project is expected to be concluded in 2Q09. Accumulated investment at the end of 3Q08 was US$2.3 million from a total investment of US$3.8 million.

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 7 of 12

·	The construction of facilities to treat the old flotation tailings to permit the recovery of approximately 53,000 ounces of gold in 2008 and 2009 was completed in August. Accumulated investment was US$10.9 million.

Board Resolutions

At the Board of Director’s meeting, held October 30, 2008, the Board passed the following resolution:

Declaration of a cash dividend of US$0.09 per share or ADS, to be paid in U.S. dollars on November 26, 2008 to shareholders of record as of November 18, 2008. The ex-dividend date is November 14, 2008.

* * *

Company Description

Compañía de Minas Buenaventura S.A.A. is Peru’s largest, publicly traded, precious metals company and a major holder of mining rights in Peru. The Company is engaged in the mining, processing, development and exploration of gold and silver and other metals via wholly owned mines as well as through its participation in joint exploration projects.

Buenaventura currently operates several mines in Peru (Orcopampa, Uchucchacua, Antapite, Julcani, Recuperada and Caraveli). Has controlling interest in two mining companies (CEDIMIN and El Brocal) as well as a minority interest in several other mining companies in Peru. The Company owns 43.65% in Minera Yanacocha S.R.L. (a partnership with Newmont Mining Corporation), an important precious metal producer, and 18.68% in Sociedad Minera Cerro Verde, an important Peruvian copper producer.

To request a printed version of the Company’s 2007 annual report on 20-F form contact the persons indicated above.

Note on Forward-Looking Statements

This press release may contain forward-looking information (as defined in the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties, including those concerning the Company’s, Yanacocha and Cerro Verde’s costs and expenses, results of exploration, the continued improving efficiency of operations, prevailing market prices of gold, silver, copper and other metals mined, the success of joint ventures, estimates of future explorations, development and production, subsidiaries’ plans for capital expenditures, estimates of reserves and Peruvian political, economical, social and legal developments. These forward-looking statements reflect the Company’s view with respect to the Company and Yanacocha’s future financial performance. Actual results could differ materially from those projected in the forward-looking statements as a result of a variety of factors discussed elsewhere in this Press Release.

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 8 of 12

**Tables to follow**

APPENDIX 1

Equity Participation in Subsidiaries and Affiliates
	BVN		Operating
	Equity %		Mines / Business
Cedimin S.A.C*		100.00		Shila / Paula
Consorcio Energetico de Huancavelica S.A*		100.00		Energy
Buenaventura Ingenieros S.A*		100.00		Engineering Consultant
Minera La Zanja S.A*		53.06		La Zanja
Sociedad Minera El Brocal S.A.A*		34.91		Colquijirca and Marcapunta Project
Minera Yanacocha S.R.L **		43.65		Yanacocha
Sociedad Minera Cerro Verde S.A.A **		18.68		Cerro Verde

(*)Consolidates

(**) Equity Accounting

APPENDIX 2

	GOLD PRODUCTION
	Three Months Ended September 30																		Nine Months Ended September 30
	Orcopampa									Antapite									Orcopampa									Antapite
	2008			2007			%			2008			2007			%			2008			2007			%			2008			2007			%
Ore Milled DST		119,577			121,699			-1.7	%		49,648			45,239			9.7	%		356,451			357,430			-0.3	%		156,583			133,806			17.0	%
Ore Grade OZ/ST		0.61			0.60			1.7	%		0.20			0.38			-47.2	%		0.59			0.58			1.7	%		0.23			0.37			-37.4	%
Recovery Rate %		95.6	%		95.1	%					93.9	%		95.6	%					95.5	%		95.7	%					94.3	%		95.1	%
Ounces Produced		73,342			69,983			4.8	%		9,351			16,486			-43.3	%		205,557			198,788			3.4	%		33,759			53,544			-37.0	%

	SILVER PRODUCTION
	Three Months Ended September 30																		Nine Months Ended September 30
	Uchucchacua									Colquijirca									Uchucchacua									Colquijirca
	2008			2007			%			2008			2007			%			2008			2007			%			2008			2007			%
Ore Milled DST		230,367			230,507			-0.1	%		512,301			560,341			-8.6	%		685,621			644,196			6.4	%		1,497,596			2,082,355			-28.1	%
Ore Grade OZ/ST		14.90			16.50			-9.7	%		3.64			5.24			-30.5	%		16.10			15.80			1.9	%		3.72			4.81			-22.7	%
Recovery Rate %		75.3	%		70.5	%					67.7	%		66.2	%					74.5	%		67.3	%					65.5	%		74.7	%
Ounces Produced		2,583,873			2,685,812			-3.8	%		1,263,051			1,938,095			-34.8	%		8,382,673			6,860,183			22.2	%		3,651,447			5,301,821			-31.1	%

	ZINC PRODUCTION
	Three Months Ended September 30																		Nine Months Ended September 30
	Uchucchacua									Colquijirca									Uchucchacua									Colquijirca
	2008			2007			%			2008			2007			%			2008			2007			%			2008			2007			%
Ore Milled DST		230,367			230,507			-0.1	%		512,301			560,341			-8.6	%		685,621			644,196			6.4	%		1,497,596			2,082,355			-28.1	%
Ore Grade %		2.33	%		1.99	%		17.1	%		5.57	%		5.89	%		-5.5	%		2.33	%		1.62	%		43.8	%		6.32	%		5.75	%		9.9	%
Recovery Rate %		66.6	%		57.2	%					70.2	%		78.1	%					66.6	%		62.9	%					73.4	%		76.3	%
ST Produced		3,567			2,436			46.4	%		20,028			25,703			-22.1	%		9,302			5,096			82.5	%		69,466			69,097			0.5	%

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 9 of 12

APPENDIX 3

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

Consolidated Balance sheet

As of September, 30 2008 and as of December, 31 2007

	2008			2007
	US$(000)			US$(000)
Assets
Current assets
Cash and cash equivalents		498,038			381,612
Short term derivative financial instruments		23,342			2,929
Trade accounts receivable, net		142,434			107,540
Other accounts receivable, net		11,494			7,760
Accounts receivable from affiliates		15,353			14,420
Inventories, net		46,481			35,149
Current portion of prepaid taxes and expenses		38,203			16,032
Total current assets		775,345			565,442

Long - term other accounts receivables		1,460			1,451
Prepaid taxes and expenses		5,786			5,338
Derivative financial instruments		18,538			5,035
Investments in shares		971,206			932,420
Mining rights and property, plant and equipment, net		261,703			244,992
Development cost, net		107,681			84,187
Deferred income tax and workers’ profit sharing asset, net		230,313			141,118
Other assets, net		1,993			1,486
Total assets		2,374,025			1,981,469

Liabilities and shareholders’ equity, net
Current liabilities
Trade accounts payable		39,405			24,662
Income tax		4,917			15,349
Other current liabilities		73,687			96,823
Embedded derivatives related to sales of contentrates		12,392			5,984
Current portion of long - term debt		111,509			20,869
Total current liabilities		241,910			163,687

Other long term liabilities		82,731			72,308
Long term debt		303,665			63,250
Deferred income from sale of future production		-			102,008
Total liabilities		628,306			401,253

Shareholders’ equity net

Capital stock, net of treasury shares of US$62,622,000 in 2008 (US$14,462,000 in 2007)		750,540			173,930
Investments shares, net of treasury shares of US$142,000 in 2008 (US$37,000 in 2007)		2,019			473
Additional capital		225,978			177,713
Legal reserve		37,679			37,679
Other reserves		269			269
Retained earnings		561,870			1,056,937
Cumulative translation loss		(34,075	)		(34,075	)
Cumulative unrealized gains on derivative financial instruments		8,895			1,518
Cumulative unrealized gains on investments carried at fair value		125			158
		1,553,300			1,414,602
Minority interest		192,419			165,614
Total shareholders’ equity, net		1,745,719			1,580,216

Total liabilities and shareholders’ equity, net		2,374,025			1,981,469

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 10 of 12

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

Consolidated Statements of income

For the three and nine month period ended September 30, 2008 and 2007

	For the three month period						For the nine month period
	ended September, 30						ended September, 30
	2008			2007			2008			2007
	US$(000)			US$(000)			US$(000)			US$(000)
Operating revenues
Net sales		195,330			188,217			611,601			520,476
Royalties income		12,235			7,599			38,577			22,326
Realized income from sales of future production		-			-			-			5,393
Total revenues		207,565			195,816			650,178			548,195

Costs of operation
Costo of sales, net of depreciation and amortization		73,390			48,776			180,944			130,832
Exploration in operation areas		16,880			10,039			40,663			26,784
Depreciation and amortization		14,622			12,425			40,828			35,527
Total costs of operation		104,892			71,240			262,435			193,143
Gross margin		102,673			124,576			387,743			355,052

Operating expenses
General and administrative		3,374			13,725			40,615			35,280
Exploration in non-operation areas		14,005			10,942			41,155			31,324
Royalties		10,454			8,954			26,570			22,123
Selling		3,428			2,162			12,572			5,426
Total operating expenses		31,261			35,783			120,912			94,153
Operating income before unusual item		71,412			88,793			266,831			260,899

Net loss on release of fixed prices component in commercial contracts		-			-			(415,135	)		(185,922	)

Operating income after unusual item		71,412			88,793			(148,304	)		74,977

Other income (expenses), net
Share in affiliated companies, net		75,264			67,758			319,548			175,240
Interest income		4,521			2,443			12,885			7,582
Gain on change in the fair value of gold certificates		-			-			-			5,126
Interest expense		(10,047	)		(3,083	)		(26,267	)		(6,878	)
Gain (loss) on currency exchange difference		(3,330	)		2,181			(6,238	)		2,124
Other, net		3,574			(2,252	)		4,050			(5,716	)
Total other income(expenses), net		69,982			67,047			303,978			177,478

Income before workers’ profit sharing, income tax and minority interest		141,394			155,840			155,674			252,455

Provision for workers’ profit sharing		(5,690	)		(6,183	)		12,358			(4,173	)
Provision for income tax		(22,427	)		(23,545	)		41,234			(21,208	)
		113,277			126,112			209,266			227,074

Net income attributable to minority interests		(12,692	)		(26,221	)		(49,923	)		-72,371

Net income attributable to Buenaventura		100,585			99,891			159,343			154,703
Basic and diluted earnings per share stated in U.S. dollars.		0.40			0.39			0.63			0.61

Weighted average number of shares outstanding		254,442,328			254,442,328			254,442,328			254,442,328

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 11 of 12

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

Consolidated Statements of cash flows

For the three and nine month period ended September 30, 2008 and 2007

	For the three month period						For the nine month period
	ended September, 30						ended September, 30
	2008			2007			2008			2007
	US$(000)			US$(000)			US$(000)			US$(000)
Operating activities
Proceeds from sales		157,966			158,391			577,744			504,631
Dividends received		173,072			-			287,017			21,825
Royalties received		12,308			6,298			37,925			24,147
Interest received		4,080			2,438			12,535			8,107
Settlement of gold certificates		-			-			-			135,189
Value Added Tax recovered		-			6,123			-			13,068
Recoveration of prepayment of income taxes		-			3,629			-			3,629
Release of fixed-price component in sales contracts		-			-			(517,143	)		(315,726	)
Payments to suppliers and third parties		(63,660	)		(49,833	)		(214,426	)		(149,545	)
Payments to employees		(20,271	)		(14,986	)		(86,591	)		(58,560	)
Payments for exploration activities		(31,176	)		(20,752	)		(75,551	)		(57,466	)
Income tax paid		(5,916	)		(16,675	)		(36,720	)		(72,308	)
Payment of royalties		(10,540	)		(6,705	)		(30,257	)		(22,496	)
Payments of interest		(6,952	)		(1,896	)		(18,940	)		(3,760	)
Acquisition of gold certificates		-			-			-			(66,853	)
Net cash and cash equivalents provided by (used in) operating activities		208,911			66,032			(64,407	)		(36,118	)

Investment activities
Decrease (increase) on time deposit		10,717			8,067			37,481			(37,565	)
Collections from sales of equipment		380			107			754			618
Settlement of available-for-sale financial assets		-			-			-			55,714
Constitution of a escrow account		(64,095	)		-			(64,095	)		-
Additions to mining concessions, property, plant and equipment		(23,993	)		(11,520	)		(49,826	)		(51,616	)
Disbursements for development activities		(13,523	)		(9,238	)		(26,373	)		(25,304	)
Purchase of investments in shares		(14,813	)		(366	)		(14,592	)		(366	)
Other investment activities		(251	)		-			(281	)		-
Net cash and cash equivalents provided by (used in) invesment activities		(105,578	)		(12,950	)		(116,932	)		(58,519	)

Financing activities
Proceeds from long-term debt		-			-			450,000			75,000
Proceeds from bank loans		-			10,237			510,000			55,237
Payments of bank loans		-			(35,000	)		(510,000	)		(35,000	)
Payments of long-term debt		(117,879	)		(585	)		(118,945	)		(901	)
Dividends paid		-			-			(30,320	)		(47,071	)
Dividends paid to minority shareholders of subsidiary		(3,207	)		(1,986	)		(29,584	)		(17,143	)
Net cash and cash equivalents provided by (used in) financing activities		(121,086	)		(27,334	)		271,151			30,122

Increase (decrease) in cash and cash equivalents during the period, net		(17,753	)		25,748			89,812			(64,515	)
Cash and cash equivalents at beginning of period		410,429			86,337			302,864			176,600
Cash and cash equivalents at period-end		392,676			112,085			392,676			112,085

Compañia de Minas Buenaventura S.A.A.

Third Quarter and Nine-Month 2008 Results

Page 12 of 12

	For the three month period						For the nine month period
	ended September, 30						ended September, 30
	2008			2007			2008			2007
	US$(000)			US$(000)			US$(000)			US$(000)

Reconciliation of net income to cash and cash equivalents provided by (used in) operating activities

Net income		100,585			99,891			159,343			154,703
Add (less)
Minority interest		12,692			26,221			49,923			72,371
Depreciation and amortization		22,490			9,718			42,533			26,885
Amortization of development costs		3,896			3,180			11,153			9,981
Long term officers’ compensation *		(6,466	)		7,212			7,578			13,304
Embedded derivatives related to sales of contentrates		9,134			-			6,409			-
Loss (gain) on currency exchange differences		3,330			(2,181	)		6,238			(2,124	)
Accretion expense of the provision for closure of mining units		3,594			1,029			5,632			2,960
Allowance for doubtful trade accounts receivable		-			-			5,372			-
Income from release of fixed-price component in commercial contracts		-			-			(102,008	)		(129,804	)
Deferred income tax and workers' profit sharing benefit		16,078			(2,199	)		(100,757	)		(64,783	)
Share in affiliated companies, net of dividends received in cash		97,808			(67,758	)		(32,531	)		(153,415	)
Realization of deferred income from sale of future production		-			-			-			(5,393	)
Other		1,704			1,019			4,212			1,113

Net changes in operating assets and liabilities accounts
Decrease (increase) of operating assets
Financial assets at fair value through profit or loss (gold certificates)		-			-			-			63,210
Trade accounts receivable		(46,498	)		(29,826	)		(34,894	)		(15,845	)
Prepaid taxes and expenses		(2,681	)		4,145			(22,618	)		5,116
Inventory		2,671			(2,800	)		(11,332	)		(2,901	)
Other accounts receivable		(1,226	)		760			(4,251	)		(1,895	)
Accounts receivable from affiliates		73			(1,247	)		(652	)		2,130

Increase (decrease) of operating liabilities
Trade accounts payable		7,891			748			14,743			(4,165	)
Income tax payable		176			5,757			(10,432	)		(7,070	)
Other liabilities		(16,340	)		12,363			(58,068	)		(496	)

Net cash and cash equivalents provided by (used in) operating activities		208,911			66,032			(64,407	)		(36,118	)

(*)This provision corresponds to a long term compensation (10 year program) granted to the Company to certain officers

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: October 30, 2008