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 December 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-________________.

Translation of a report and interim unaudited 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 September 30, 2008 and 2007 and for the three-month and nine-month periods then ended

Translation of a report and interim unaudited 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.

We have reviewed the accompanying consolidated balance sheet of Compañía de Minas Buenaventura S.A.A. (a Peruvian company) and subsidiaries as of September 30, 2008, the related consolidated statements of income and cash flows for the three-month and nine-month periods ended September 30, 2008 and 2007 as well as the consolidated statements of changes in shareholders’ equity for the nine-month periods then ended and explanatory notes. Management is responsible for the preparation and presentation of these interim consolidated financial statements. Our responsibility is to express a conclusion on them based on our review.

The financial statements of Minera Yanacocha S.R.L. as of September 30, 2008 and 2007 and for the three-month and nine-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$615.6 million as of September 30, 2008 (US$577.5 million as of December 31, 2007); in addition, la the share in the net income of this entity amounts to US$169.0 million for the nine-month period then ended (US$55.5 million for the nine-month period ended September 30, 2007).

We conducted our review in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information is limited primarily to make inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards. Consequently, it does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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

Report of Independent Auditors (continued)

Based on our review and on the limited reports of the independent auditors of Minera Yanacocha S.R.L. nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements are not prepared, in all material respects, in accordance with accounting principles generally accepted in Peru.

Lima, Peru,

October 28, 2008

Countersigned by:

Marco Antonio Zaldívar

C.P.C. Register No.12477

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

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

Consolidated Balance Sheets

As of September 30, 2008 (unaudited) and December 31, 2007 (audited)

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

Assets

Current assets

Cash and cash equivalents		4		498,038			381,612

Current portion of derivate financial instruments		13		23,342			2,929

Trade accounts receivable, net				142,434			107,540

Other accounts receivable, net				11,494			7,760

Accounts receivable from affiliates		12(a)		15,353			14,420

Inventory, net				46,481			35,149

Current portion of prepaid taxes and expenses				38,203			16,032
Total current assets				775,345			565,442



Other long-term accounts receivable				1,460			1,451

Prepaid taxes and expenses				5,786			5,338

Derivative financial instruments		13		18,538			5,035

Investment in shares		5		971,206			932,420

Mining concessions and property, plant and equipment, net				261,703			244,992

Development costs, net				107,681			84,187

Deferred income tax and workers´ profit sharing asset, net		9		230,313			141,118

Other assets				1,993			1,486

Total assets				2,374,025			1,981,469

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

Liabilities and shareholders’ equity, net

Current liabilities

Trade accounts payable				39,405			24,662
Income tax payable				4,917			15,349
Other current liabilities				73,687			96,823
Embedded derivatives for concentrates sales		13		12,392			5,984
Current portion of long-term debt		6		111,509			20,869
Total current liabilities				241,910			163,687

Other long-term liabilities				82,731			72,308
Long-term debt		6		303,665			63,250
Deferred income from sale of future production				-			102,008
Total liabilities				628,306			401,253

Shareholders’ equity, net		7
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				561,870			1,056,937
Cumulative translation loss				(34,075	)		(34,075	)
Cumulative unrealized gain on derivative financial instruments, net				8,895			1,518
Cumulative unrealized gain on investments in shares held 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

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

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

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

Consolidated Statements of Income (unaudited)

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

	Note		For the three-month periods ended September 30,						For the nine-month periods ended September 30,
			2008			2007			2008			2007
			US$(000)			US$(000)			US$(000)			US$(000)
Operating income
Net sales		10		195,330			188,217			611,601			520,476
Royalty income		12(b)		12,235			7,599			38,577			22,326
Realization of deferred income from sale of future production				-			-			-			5,393
Total income				207,565			195,816			650,178			548,195
Operating costs
Cost of sales, excluding depreciation and amortization				73,390			48,776			180,944			130,832
Exploration in units in operation				16,880			10,039			40,663			26,784
Depreciation and amortization				14,622			12,425			40,828			35,527
Total operating costs				104,892			71,240			262,435			193,143
Gross income				102,673			124,576			387,743			355,052
Operating expenses
Administrative		11		3,374			13,725			40,615			35,280
Exploration in non-operating areas				14,005			10,942			41,155			31,324
Royalties				10,454			8,954			26,570			22,123
Sales				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-price component in sales contracts		10		-			-			(415,135	)		(185,922	)
Operating income (loss) after unusual item				71,412			88,793			(148,304	)		74,977
Other income (expenses), net
Share in affiliated companies, net		5(b)		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 (loss), 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, net		9		(5,690	)		(6,183	)		12,358			(4,173	)
Provision for income tax, net		9		(22,427	)		(23,545	)		41,234			(21,208	)
Net income				113,277			126,112			209,266			227,074
Net income attributable to minority interest				(12,692	)		(26,221	)		(49,923	)		(72,371	)
Net income attributable to Buenaventura				100,585			99,891			159,343			154,703
Net income per basic and diluted share, stated in U.S. dollars		8		0.40			0.39			0.63			0.61
Weighted average number of shares outstanding, (in units)		8		254,442,328			254,442,328			254,442,328			254,442,328

The accompanying notes are an integral part of this consolidated statement.

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

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

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

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

	Capital stock, net of treasury shares
	Number of shares outstanding		Common shares		Investment shares		Additional paid-in capital		Legal reserve		Other reserves		Retained earnings			Cumulative translation loss			Cumulative unrealized gain on derivative financial instruments, net			Cumulative unrealized gain on investments held 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 and paid, notes 7(a) and 7(b)		-		-		-		-		-		-		(47,071	)		-			-			-			(47,071	)		(17,143	)		(64,214	)
Unrealized gain on available-for-sale financial assets		-		-		-		-		-		-		-			-			-			798			798			-			798
Realization of accumulated gain on financial instruments available-for-sale		-		-		-		-		-		-		-			-			-			(1,633	)		(1,633	)		-			(1,633	)
Unrealized gain on investment shares held at fair value		-		-		-		-		-		-		-			-			-			38			38			-			38
Unrealized loss on derivate financial instruments held by El Brocal		-		-		-		-		-		-		-			-			(615	)		-			(615	)		(1,462	)		(2,077	)
Net income		-		-		-		-		-		-		154,703			-			-			-			154,703			72,371			227,074
Balance as of September 30, 2007		126,879,832		173,930		473		177,713		37,679		269		959,780			(34,075	)		(615	)		135			1,315,289			145,203			1,460,492

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 and paid, notes 7(a) and 7(b)		-		-		-		-		-		-		(27,989	)		-			-			-			(27,989	)		(29,584	)		(57,573	)
Capitalization of retained earnings, note 7(c)		-		576,610		1,546		48,265		-		-		(626,421	)		-			-			-			-			-			-
Shares issued as a result of stock split, note 7(d)		126,879,832		-		-		-		-		-		-			-			-			-			-			-			-
Unrealized gain on derivate financial instruments held by El Brocal , note 13		-		-		-		-		-		-		-			-			7,377			-			7,377			14,464			21,841
Unrealized loss on investment shares held at fair value		-		-		-		-		-		-		-			-			-			(33	)		(33	)		-			(33	)
Decrease of minority interest in El Brocal		-		-		-		-		-		-		-			-			-			-			-			(7,998	)		(7,998	)
Net income		-		-		-		-		-		-		159,343			-			-			-			159,343			49,923			209,266
Balance as of September 30, 2008		253,759,664		750,540		2,019		225,978		37,679		269		561,870			(34,075	)		8,895			125			1,553,300			192,419			1,745,719

The accompanying notes are an integral parts of this consolidated statement.

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

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

Consolidated Statements of Cash Flows (unaudited)

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

	For the three-month periods ended September 30,						For the nine-month periods 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
Income Tax recovered		-			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	)
Payments 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) in time deposits		10,717			8,067			37,481			(37,565	)
Proceeds from sale of plant and equipment		380			107			754			618
Settlement of available-for-sale financial assets		-			-			-			55,714
Constitution of escrow account, note 4(d)		(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 investment shares		(14,813	)		(366	)		(14,592	)		(366	)
Other investment activities		(251	)		-			(281	)		-
Net cash and cash equivalents used in investment 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

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

Consolidated Statements of Cash Flows (unaudited) (continued)

	For the three-month periods ended September 30,						For the nine-month periods 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 (reversal)		(6,466	)		7,212			7,578			13,304
Fair value of embedded derivatives		9,134			-			6,409			-
Loss (gain) on currency exchange difference		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 sales 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) in 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) in 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	)

The accompanying notes are an integral parts of this consolidated statement.

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

Notes to the interim consolidated financial statements (unaudited)

As of September 30, 2008 and 2007

1. Identification and Business Activity

(a)

Identification -

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, smelting and sales of polymetallic ores and metals. 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 nine-month period ended September 30, 2008.

The consolidated financial statements include the financial statements of the below listed subsidiaries, whose interest participation were rounded to cents is shown below:

	Ownership percentages as of
	September 30, 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.		100.00		-		100.00		-
Compañía Minera Colquirrumi S.A.		90.00		-		90.00		-
Sociedad Minera El Brocal S.A.A. (c)		3.39		29.59		2.76		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.		100.00		-		100.00		-

Services rendered
Buenaventura Ingenieros S.A.		100.00		-		100.00		-
Contacto Corredores de Seguros S.A.		-		100.00		-		100.00

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

Notes to the interim consolidated financial statements (unaudited) (continued)

(b)

Project for the expansion of El Brocal operations -

On August 15, 2008, the Board of Directors of El Brocal approved a project to expand its operations, estimated at approximately US$160,000,000. The expansion project consists of:

Constructing the Tajo Norte open pit to raise production to 15,000 DMT/day.

Constructing the Marcapunta Norte mine so as to produce 3,000 DMT/day.

Expanding and modernizing the Huaraucaca concentration plant:

(i) Expansion of the lead-zinc-silver circuit in order to upgrade the rated capacity for the treatment of ore mined from the Tajo Norte - La Llave mine, from 5,000 DMT/day to 15,000 DMT/day.

(ii) Expansion of the copper circuit in order to upgrade the rated capacity for the treatment of ore mined from the Marcapunta mine from 1,000 DMT/day to 3,000 DMT/day.

Implementation of the Huachuacca tailings facility.

Modification of services to support the increased production capacity of 18,000 DMT/day.

As of September 30, 2008, El Brocal has been carrying out stripping works in the Tajo Norte - La Llave mine in order to be able to access the mineral targeted to increase the production level in this sector of the mining unit.

To this date, the disbursements made in connection with this project amount to US$11,330,000 (US$515,000 as of December 31, 2007).

(c)

These participations were calculated by using the total of El Brocal’s outstanding shares; that is, considering both common shares and investment shares. If we were to calculate the amount on the basis of outstanding common shares only, direct and indirect participation as of September 30, 2008 would be 3.59 and 31.36 per cent, respectively. This new participation totaling 34.95 percent, represents the voting right participation of Buenaventura before El Brocal’s shareholders meeting.

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

Notes to the interim consolidated financial statements (unaudited) (continued)

Interim unaudited consolidated financial statements

Basis of presentation -

The interim unaudited consolidated financial statements for the three and nine-month periods ended September 30, 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 -

(a)

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.

(b)

Net income per basic and diluted shares is calculated on the basis of the weighted average number of the common and investment shares outstanding as of the date of the consolidated balance sheets, without considering treasury stock. When the number of shares is modified as a result of capitalization of retained earnings, share splits or share grouping, the net income per basic and diluted shares is adjusted retroactively for all of the periods reported. If the change occurs after the date of the consolidated financial statements, but before the financial statement are authorized to issue, the calculation of net income per basic and diluted shares for all of the reported periods must be based on the new number of shares.

Reclassifications -

The Company did not make significant reclassifications to its interim consolidated financial statements for the three and nine-month periods ended September 30, 2008 and 2007.

Seasonality of operations

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

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

Notes to the interim consolidated financial statements (unaudited) (continued)

Cash and cash equivalents

(a)

This item is made up as follows:

	As of September 30, 2008		As of December 31, 2007
	US$(000)		US$(000)

Cash		761		460
Bank accounts		45,049		27,700
Time deposits (b)		346,866		274,704
Cash balances included in the consolidated statements of cash flows		392,676		302,864
Time deposits with original maturity greater than 90 days (c)		41,267		78,748
Escrow account (d )		64,095		-

		498,038		381,612

(b)

The time deposits as of September 30, 2008, made up as follow:

Currency	Original maturities		Annual interest rate
	%				US$(000)

U.S. dollars		From 25 to 63 days		From 3.50 to 6.15		256,500
Nuevos Soles		From 1 to 90 days		From 4.20 to 6.55		90,366
						346,866

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

Notes to the interim consolidated financial statements (unaudited) (continued)

The time deposits as of December 31, 2007, made up as follow:

Currency	Original maturities		Annual interest rate
			%		US$(000)

U.S. dollars		From 2 to 90 days		From 4.57 to 5.61		237,500
Nuevos Soles		From 62 to 90 days		From 5.20 to 5.40		37,204
						274,704

(c)

As of September 30, 2008, it mainly corresponds to time deposits maintained by El Brocal:

Currency	Original maturities		Annual interest rate
			%		US$(000)

Nuevos Soles		From 91 to 182 days		From 5.75 to 6.10		8,767
U.S. dollars		From 91 to 100 days		From 4.45 to 4.60		32,500
						41,267

As of December 31, 2007, it mainly corresponds to time deposits maintained by El Brocal:

Currency	Original maturities		Annual interest rate
			%		US$(000)

Nuevos Soles		From 91 to 228 days		From 5.00 to 5.50		48,048
U.S. dollars		From 91 to 271 days		From 5.05 to 5.30		30,700
						78,748

(d)

As of September 30, 2008, in compliance with the Syndicate Loan Agreement, the Company opened an escrow account for US$64,095,000 in a Peruvian bank. See note 6(c). The escrow account yields an annual interest rate of 4.30 per cent.

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

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 September 30, 2008		As of December 31, 2007		As of September 30, 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		615,545		577,537
Payment in excess of the share in fair value of assets and liabilities, net						18,766		19,599
						634,311		597,136
Sociedad Minera Cerro Verde S.A.A. (c)
Equity share		18.68		18.50		266,071		267,448
Payment in excess of the share in fair value of assets and liabilities, net						67,567		57,960
						333,638		325,408

Investments held at fair value
Other						3,257		9,876
						971,206		932,420

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

Notes to the interim consolidated financial statements (unaudited) (continued)

(b)

The table below presents the net share in affiliated companies:

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

Minera Yanacocha S.R.L.		43,730		16,705		168,127		53,486
Sociedad Minera Cerro Verde S.A.A.		31,534		50,104		151,421		119,024
Otras		-		949		-		2,730
		75,264		67,758		319,548		175,240

(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 September 30, 2008 and 2007.

Increase in investments in shares balance -

Investment in shares´ balance increased by US$38,786,000 compared to the balance as of December 31, 2007; which was originated by the share in Yanacocha and Cerro Verde for US$319,548,000, net of the dividends received by these companies for US$287,017,000.

Increase in share in affiliated companies -

The share in affiliated companies shows a increase of US$144,308,000 compared to the nine-month period ended September 30, 2007, mainly due to the net effect of:

An increase of US$114,641,000 in the share in Yanacocha’s net income. During the nine-month period ended September 30, 2008, Yanacocha obtained a net income of US$386,377,000 (US$123,540,000 during the nine-month period ended September 30, 2007). The higher income of Yanacocha is explained by the higher volume of gold sold during the nine-month period ended September 30, 2008 (1,410,466 gold ounces during the nine-month period ended September 30, 2008 compared to 1,126,704 gold ounces during the nine-month period ended September 30, 2007), and the increase of the gold price average (US$897.00 per ounce of gold in the nine-month period ended September 30, 2008 compared with US$666.00 in the nine-month period ended September 30, 2007).

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

Notes to the interim consolidated financial statements (unaudited) (continued)

An increase of US$32,397,000 in the share in Cerro Verde’s net income. This company obtained a net income of US$818,848,000 during the nine-month period ended September 30, 2008 (US$648,610,000 during the nine-month period ended September 30, 2007) explained by the full operations of primary sulfide plant which started its operation in February 2007, and allowed to increase the volume of copper sold of 191,012 metric tonnes during the nine-month period ended September 30, 2007 to 241,013 metric tonnes during the same period of 2008 and the increase of copper price average from US$7,094.53 per metric tonnes during the nine-month period ended September 30, 2007 to US$7,974.43 per metric tonnes during the same period of 2008.

The increase in Cerro Verde’s net profit, explained by increased copper sales coupled with higher copper prices, was reduced by valuation losses of the embedded copper derivatives contained in the provisional liquidations of the sale of concentrates as of September 30, 2008, considering that the future price of copper is expected to show a downward trend as result of the global economic meltdown.

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 September 30		As of December 31		As of September 30		As of December 31
	2008		2007		2008		2007
	US$(000)		US$(000)		US$(000)		US$(000)

Balance Sheet
Total assets		2,042,571		1,895,884		1,953,874		2,010,776
Total liabilities		629,869		569,559		529,284		565,034
Shareholders’ equity		1,412,702		1,326,325		1,424,590		1,445,742

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

Notes to the interim consolidated financial statements (unaudited) (continued)

	Yanacocha				Cerro Verde
	For the nine-month periods ended September 30,				For the nine-month periods ended September 30,
	2008		2007		2008		2007
	US$(000)		US$(000)		US$(000)		US$(000)

Results
Total income		1,265,044		750,329		1,809,781		1,371,838
Operating income		550,527		189,174		1,263,423		1,048,827
Net income		386,377		123,540		818,848		648,610

6.	Long-term debt

(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) with an interest rate of 90 day Libor plus 2.25% nominal annual. The loan received was used to pay clients to release the fixed - price component in sales 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 bridge loan, which was paid in may of 2008 with founds provided by a new loan. See paragraph(b).

(b)

On May 21, 2008 Buenaventura signed a Syndicate Loan Agreement for US$450,000,000. The Banco de Crédito del Perú (BCP) was designated as Administrative Agent on behalf of the bank syndicate. The main clauses provided in the Syndicate Contract include the following:

(i)

The loan is structured according to the source of funding as follows:

	US$(000)		%

Local banks		200,000		44.45
Foreign banks		250,000		55.55
		450,000		100.00

(ii)

The loan accrues a 90 day Libor plus 2.25% nominal. The principal amount may only be prepaid on each of the programmed quarterly maturity dates.

(iii)

The loan has been granted for a five-year period. The amortization of the principal amount shall be made in 20 quarterly payments of US$22,500,000 starting August 27, 2008 and ending May 27, 2013.

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

Notes to the interim consolidated financial statements (unaudited) (continued)

(iv)

Compañía Minera Condesa S.A. (after “Condesa”) signed the Syndicate Loan Agreement as guarantor for Buenaventura. For such effect, Condesa granted the Agent bank a pledge over its ADS (Pledged Securities), which were holded in the Bank of New York. The pledge affects 21,130,260 ADS of Buenaventura, which should have a market value of at least 1.25 times the remaining balance of the principal of the loan. If the market value of the pledge falls to levels below 1.25 times the remaining balance of the principal, the Company commits to grant additional pledges up to the value of at least 1.50 times the remaining balance of the principal.

(v)

Buenaventura agrees to not entering into derivative contracts with speculation purposes as defined in the International Financial Reporting Standards.

(vi)

Buenaventura agrees to maintain a Debt Ratio financial index greater than 3.5 to 1.0 as of the end of each quarter. This ratio is determined by dividing Buenaventura’s consolidated financial debt by the sum of the consolidated EBITDA and the collection of dividends for the twelve-month period following the calculation date.

In the opinion of Buenaventura’s Management, as of the date of submitting the financial statements, it has duly complied with all of the obligations assumed under the Syndicate Loan Agreement.

(c)

In August and September 2008, Buenaventura prepaid US$49,500,000 and US$38,475,000, respectively, with no additional charges for penalties. These prepayments caused the quarterly installments to be reprogrammed from US$22,500,000 to US$22,025,000 for the installment for August 2008 and to US$18,000,000 for the installments up to May 2013.

Additionally, Buenaventura opened an escrow account for US$64,095,000 in fulfillment of the Syndicate Loan Agreement. See note 4(d).

(d)

In June 2007, Buenaventura obtained a loan from Banco de Crédito del Perú for the amount of US$75,000,000 in order to partially finance the payments in connection with the release of the fixed price component in the trade contracts entered into in 2007, as explained in note 10. This loan generates a three month Libor interest rate plus 0.85% and has not required any sort of guarantee.

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

Notes to the interim consolidated financial statements (unaudited) (continued)

(e)

The long-term debt held by Buenaventura and its subsidiaries matures as follows:

Period	US$(000)

2008		27,875
2009		111,549
2010		92,750
2011		74,000
2012		73,000
2013		36,000
		415,174

Current portion		(111,509	)
Non current portion		303,665

(f)

The interest expense related to the Syndicate Loan Agreement amounts to US$13,304,000 for the nine-month period ended September 30, 2008.

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

Notes to the interim consolidated financial statements (unaudited) (continued)

7.	Shareholders’ equity, net

(a)

Dividends declared and paid -

The information about declared and paid dividends for the nine-month periods ended September 30, 2008 and 2007 is as follows:

Meeting	Date		Dividends declared and paid			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

(b)

As of September 30, 2008, the effect of declared and paid 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.		19,187		10,079
S.M.R.L. Chaupiloma Dos de Cajamarca		10,397		7,064
		29,584		17,143

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

Notes to the interim consolidated financial statements (unaudited) (continued)

(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 capitalization date, 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 (common and investment) 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.

(d)

Stock Split-

In the General Shareholders Meeting held March 27, 2008, shareholders agreed that once the capitalization of retained earnings had been formalized and registered in Peru’s public registries, described in paragraph (c), these would be split by changing the nominal value of common and investment shares from S/20.00 to S/10.00.

The Board of Directors in its session of July 1, 2008 agreed on the schedule to carry out this splitting of Company shares. According to this schedule, the date of registration of the operation was July 18, 2008. As from July 21, 2008 the Lima Stock Exchange traded the new number of shares effective as of such date (254,442,328 shares made up by 253,759,664 common shares and 682,664 investment shares) and as from July 23, 2008 the New York Stock Exchange did the same.

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

Notes to the interim consolidated financial statements (unaudited) (continued)

8.	Basic and diluted earnings per share

The composition of shares effective as of September 30, 2008 and 2007, as well as the number of shares considered in the calculation of net income per basic and diluted share, are described in detail below:

	Outstanding shares												Number of shares (denominator in calculation of net income per basic and diluted share after stock split effect)
	Common		Investment		Treasury shares						Total		Common		Investment		Total
	Shares		Shares		Common			Investment			shares		shares		shares		shares

Balance as of January 1, 2007		137,444,962		372,320		(10,565,130	)		(30,988	)		127,221,164		126,879,832		341,332		127,221,164

Shares issued as a result of stock split (note 7(d))		-		-		-			-			-		126,879,832		341,332		127,221,164
Balance as of September 30, 2007		137,444,962		372,320		(10,565,130	)		(30,988	)		127,221,164		253,759,664		682,664		254,442,328
Balance as of January 1, 2008		137,444,962		372,320		(10,565,130	)		(30,988	)		127,221,164		126,879,832		341,332		127,221,164

Shares issued as a result of stock split (note 7(d))		137,444,962		372,320		(10,565,130	)		(30,988	)		127,221,164		126,879,832		341,332		127,221,164
Balance as of September 30, 2008		274,889,924		744,640		(21,130,260	)		(61,976	)		254,442,328		253,759,664		682,664		254,442,328

The table below presents the computation of basic and diluted earnings per share as of September 30, 2008 and 2007:

	For the three-month periods ended September 30,				For the nine-month periods ended September 30,
	2008		2007		2008		2007

Net income (numerator) – US$		100,585,000		99,891,000		159,343,000		154,703,000
Shares (denominator)		254,442,328		254,442,328		254,442,328		254,442,328
Basic and diluted earnings per share– US$		0.40		0.39		0.63		0.61

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

Notes to the interim consolidated financial statements (unaudited) (continued)

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

(a)

The company and its subsidiaries recognize the effects of timing differences between the accounting basis and the tax basis. The table below presents the components of this caption, according to the items that give rise to them:

	As of September 30, 2008			As of December 31, 2007
	US$(000)			US$(000)

Tax – loss carryforward		196,626			58,116
Provision for closure of mining units		13,259			9,019
Stock appreciation rights accrual		10,424			13,458
Difference in depreciation and amortization rates		9,581			8,139
Loss on translation into U.S. dollars		5,846			8,923
Embedded derivative from sale of concentrates		4,412			2,131
Deferred income from sale of future production		-			33,192
Other		5,074			10,975

Deferred asset		245,222			143,953

Less - Deferred liability affecting retained earnings
Derivative financial instruments		(14,909	)		(2,835	)
Deferred asset, net		230,313			141,118

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

Notes to the interim consolidated financial statements (unaudited) (continued)

(b)

The current and deferred portions of the income (expense) tax and workers’ sharing benefit included in the consolidated statements of income for the three and nine-month periods ended September, 30, 2008 and 2007 are made up as follows:

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

Workers’ profit sharing
Current - legal		(1,823	)		(3,865	)		(7,322	)		(12,893	)
Current - without effect of unusual item		(254	)		(1,999	)		(2,962	)		(5,838	)
Deferred		(3,613	)		(319	)		22,642			14,558
		(5,690	)		(6,183	)		12,358			(4,173	)
Income tax
Current		(9,962	)		(26,063	)		(36,881	)		(71,433	)
Deferred		(12,465	)		2,518			78,115			50,225
		(22,427	)		(23,545	)		41,234			(21,208	)

10.

Net sales

The sales in the nine-month period ended September 30, 2008 (US$611,601,000) increased by 18 percent compared to the sales in the nine-month period ended September 30, 2007 (US$520,476,000). During the the nine-month period ended September 30, 2008, the Company sold 281,462 gold ounces at an average market quotation of US$905.86, compared with the same period of 2007 the Company sold 40,000 gold ounces at an average fixed price of US$340.00/Oz and 252,889 gold ounces at an average market quotation of US$627.87/OZ. The higher sales prices obtained during the nine-month period ended September 30, 2008 results from the modification of schedule of commitments of gold ounces and for the release of fixed-price component in sales contracts which were made in January 2007 and in the months of January and February of 2008, respectively.

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).

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

Notes to the interim consolidated financial statements (unaudited) (continued)

During the nine-month period ended September 30, 2008 las El Brocal’s sales decreased approximately in US$30,134,000 in respect the same period of 2007, which is mainly explained by the net effect between: (a) increase in the copper concentrate sales for US$35,312,000 as a result of to start up phase of copper concentrate plant at the end of the year 2007 (which allow to sale 32,765 MT of copper concentrate during the nine-month period ended September 30, 2008); (b) the decrease of the zinc concentrate sales by US$40,637,000 mainly as a consequence of the minor zinc quotation; and (c) the decrease of the lead concentrate sales by US$23,441,000 as a consequence of the minor volumes sold and the minor silver content, which have been partially offset by minor silver quotation.

Normal sales contracts -

In March and May of 2007, Buenaventura reviewed the sales contracts with six 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 971,000 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.

For these transactions Buenaventura made a payment of US$315,726,000 (US$144,987,000 en in March, 2007 and US$170,739,000 in May, 2007, respectively) with charge to expense and recorded a decrease in the liability corresponding to the deferred income from sale of future production of US$129,804,000 with a credit to income of the period. The loss resulting of US$185,922,000 is presented in the caption Net loss on release of fixed-price component in sales contracts, in the consolidated statements of income for the nine-months period ended September 30, 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 to the market prices between the years 2010 – 2012, 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.

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

Notes to the interim consolidated financial statements (unaudited) (continued)

For these transactions, Buenaventura made a payment of US$517,143,000 (US$82,592,000 en 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 with credit to income of the period. The net loss resulting of US$415,135,000 s presented in the caption Net loss on release of fixed–price component in sales contracts in the consolidated statements of income for the nine-month period ended September 30, 2008.

As of September 30, 2008, Buenaventura has been released of fixed-price component of all sales contracts which have a maximum maturity until the 2012.

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

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

11.

General and administrative expenses

This caption shows a reduction of 75 per cent for the three-month period ended September 30, 2008 (US$3,374,000) compared with expenses incurred for the three-month period ended September 30, 2007 (US$13,725,000). This is due mainly to the reversion of the provision for long term compensation to officers for the amount of US$6,466,000 realized in September 2008.

12.

Transactions with affiliated companies

(a)

As a result of the transactions presented in the paragraph (b), the Company has the following accounts receivable from affiliated companies:

	As of September 30, 2008		As of December 31, 2007
	US$(000)		US$(000)

Minera Yanacocha S.R.L.		15,217		14,307
Other		136		113
		15,353		14,420

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

Notes to the interim consolidated financial statements (unaudited) (continued)

(b)

The Company (through its subsidiaries) had the following transactions with Minera Yanacocha S.R.L.:

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

Chaupiloma is legal owner of the mineral rights on the mining concessions exploited by Yanacocha, and receives a 3 percent royalty on the net sales of Yanacochaof the mineral rights on the mining concessions exploited by Yanacocha, and receives a 3 percent royalty on the net sales of Yanacocha. Royalties earned amounted to US$12,235,000 and US$38,577,000 for the three and nine-month periods ended September 30, 2008, respectively (US$7,599,000 and US$22,326,000 for the three and nine-month periods ended September 30, 2007, respectively) and are presented as royalties income in the consolidated statements of income.

Compañía Minera Condesa S.A. (“Condesa”) -

During the three and nine-month periods ended September 30, 2008, Yanacocha paid cash dividends to Condesa of US$87,300,000 and US$130,950,000, respectively (US$21,825,000 for the nine-month period ended September 30, 2007).

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

Starting from July 2007, Bisa participates in the bidding for the execution of specific work orders for Minera Yanacocha S.R.L.

The revenues related to these services contracts during the three and nine-month periods ended September 30, 2008 amounted to approximately US$199,000 and US$966,000, respectively (US$381,000 and US$3,118,000 000 for the three and nine-month periods ended September 30, 2007, respectively). 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$3,700,000. For the three and nine-month periods ended September 30, 2008, the revenues for these services amounted to US$1,197,000 and US$3,591,000, respectively (US$1,274,000 and US$3,211,000 for the three and nine-month periods ended September 30, 2007, respectively) and are presented in the caption net sales of the consolidated statements of income.

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

Notes to the interim consolidated financial statements (unaudited) (continued)

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 September, 30, 2008, the Company has not recorded any impairment of receivables relating to amounts owed by related parties, according to the assessment undertook by Management of the financial position of the related party and the market in which the related party operates.

13.

Derivative financial instruments

Derivative contracts -

Buenaventura

On April 17, 2008 Buenaventura entura settled its put option contracts (gold convertible put option contracts) for which disbursed a total amount of US$500, which granted it the right to sell 52,500 ounces of gold at an average price of US$345 per ounce, depending on certain market conditions. As of September 30, 2008, Buenaventura had no gold convertible put option contracts.

El Brocal

During the year 2007 and the nine-month period ended September 30, 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 sales 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 using the dollar-offset method, that the Company’s management considers best reflects the risk management aim relating to the hedging operations.

As of September 30, 2008, El Brocal recognized gain of US$4,010,000 relating to hedging operations liquidated in the period. These values are included in the caption net sales in the consolidated statement of income.

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

Notes to the interim consolidated financial statements (unaudited) (continued)

Hedging operations current in El Brocal as at September 30, 2008 are:

Metal	Monthly average amount		Total Amount		Fixed Price		Period		*Fair value ()**
	MT		MT		US$/ MT				US$(000)
Zinc		675 MT		2,025		2,866		October 2008 - December 2008		2,547
Zinc		675 MT		4,050		2,853		January 2009 – June 2009		4,933
Zinc		675 MT		4,050		2,679		July 2009 - December 2009		3,669
Zinc		675 MT		4,050		2,621		January 2010 – June 2010		3,239
Zinc		425 MT		2,550		2,481		July 2010 - December 2010		1,573
Lead		525 MT		1,575		2,930		October 2008 - December 2008		1,720
Lead		625 MT		3,750		2,653		January 2009 – June 2009		3,276
Lead		625 MT		3,750		2,618		July 2009 - December 2009		2,952
Lead		625 MT		3,750		2,562		January 2010 – June 2010		2,696
Lead		625 MT		3,750		2,568		July 2010 - June 2010		2,478
Lead		300 MT		1,800		2,145		January 2011 – June 2011		501
Copper		350 MT		1,050		7,694		October 2008 - December 2008		1,047
Copper		350 MT		2,100		7,514		January 2009 – June 2009		1,699
Copper		875 MT		5,250		8,245		July 2009 – December 2009		9,550
Total				43,500						41,880
								Less - current portion		(23,342	)
								Non current portion		18,538

(*) Mark to market

During the nine-month period ended September 30, 2008, El Brocal recorded a credit net of the deferred income tax and workers’ profit sharing amounting to US$21,841,000, in which Buenaventura participates in US$7,377,000, in the equity caption “Unrealized gain on derivative financial instruments” resulting from changes in fair value of the derivative contracts occurring in the nine-month period ended September 30, 2008. As of September 30, 2008 the fair value of derivatives financial instruments, net of the deferred income tax and deferred worker’s profit sharing amounts to US$26,970,000, in which Buenaventura participates in US$8,895,000, and is presented in the caption “Cumulative unrealized gain on derivative financial instruments, net” in consolidated statements of changes in shareholder’s equity (loss of US$615,000 as of September 30, 2007).

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

Notes to the interim consolidated financial statements (unaudited) (continued)

Embedded derivative due to changes of the prices in sale provisional liquidation–

As of September 30, 2008 and December 31, 2007, the fair value of the embedded derivative is a loss of US$12,392,000 (loss of US$5,878,000 maintained by El Brocal and a loss of US$6,514,000 maintained by Buenaventura) and US$5,984,000 (loss of US$5,760,000 maintained by El Brocal and a loss of US$224,000 maintained by Buenaventura) respectively. The related liability is shown in the caption Embedded derivative for concentrate sales on the consolidated balance sheet.

As of September 30, 2008, the provisional settlements held to this date and their periods for final liquidation are as follows:

Embedded derivative for concentrate sales held by Buenaventura:

					Quotations
Metal	Amount		Expiry		Provisional		Future		Fair value
					US$		US$		US$(000)

Silver		20,373 OZ		October 08 – January 09		11.77 - 18.32		10.45 - 10.79		(4,621	)
Gold		4,736 OZ		October 08 – December 08		789.34 - 839.71		823.50 - 840.00		144
Copper		140 MT		October 08 – November 08		318.34 - 346.60		224.95 - 234.45		(13	)
Lead		6,254 MT		October 08 – January 09		1,847 - 2,411		1,520 - 1,560		(789	)
Zinc		12,114 MT		October 08 – January 09		1,723 - 1,850		1,441 - 1,475		(1,235	)

Embedded derivative for concentrate sales held by El Brocal:

					Quotations
Metal	Amount		Expiry		Provisional		Future		Fair value
					US$		US$		US$(000)

Zinc		64,268 MT		October 08 – January 09		1,723 - 2,511		1,699 - 2,511		(1,045	)
Lead		21,359 MT		October 08 – January 09		1,547 - 2,235		1,838 - 2,823		(337	)
Copper		20,258 MT		October 08 – February 09		6,957 - 8,668		6,319 - 7,635		(4,496	)
Embedded derivative for concentrate sales										(12,392	)

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

Notes to the interim consolidated financial statements (unaudited) (continued)

14.

Statistical data

Statistical data of the Company related to the volume of inventories sold and average sale prices by product for the three and nine-month periods ended September 30, 2008 and 2007 are as follows:

(a)

Volumes sold:

For the three-month periods

ended September 30,

For the nine-month periods

ended September 30,

2008

2007

2008

2007

Gold

108,907 Oz

92,969 Oz

281,462 Oz

292,889 Oz

Silver

3,979,327 Oz

4,494,822 Oz

12,443,303 Oz

12,323,505 Oz

Lead

11,434 MT

10,720 MT

27,690 MT

30,861 MT

Zinc

18,573 MT

19,755 MT

61,733 MT

55,057 MT

Copper

2,333 MT

41 MT

5,722 MT

107 MT

(b)

Average sale prices:

For the three-month periods

ended September 30,

For the nine-month periods

ended September 30,

2008

2007

2008

2007

Gold

897.87 US$/Oz

708.20 US$/Oz

905.86 US$/Oz

627.87 US$/Oz

Silver

14.73 US$/Oz

12.62 US$/Oz

16.49 US$/Oz

12.99 US$/Oz

Lead

1,827.07 US$/MT

3,152.66 US$/MT

2,170.45 US$/MT

2,679.35 US$/MT

Zinc

1,749.67 US$/MT

3,152.93 US$/MT

2,060.93 US$/MT

3,476.78 US$/MT

Copper

7,571.06 US$/MT

7,679.94 US$/MT

7,990.12 US$/MT

7,263.98 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: December 1, 2008