FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

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

Securities Exchange Act of 1934

For the month of June 2011

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 consolidated financial statements originally issued in Spanish - see note 14

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

Interim unaudited consolidated financial statements as of March 31, 2011 and 2010 and for the quarters then ended

Translation of consolidated financial statements originally issued in Spanish - see note 14

Report on review of interim consolidated financial statements

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

We have reviewed the accompanying consolidated financial statements of Compañia de Minas Buenaventura S.A.A. (a Peruvian company) and subsidiaries (together the "Company"), which comprises the consolidated balance sheet as of March 31, 2011, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the quarter ended March 31, 2011 and other explanatory notes. Management is responsible for the preparation and presentation of these interim consolidated financial statements in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on them based on our review.

We conducted our review in accordance with International Auditing 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 making inquiries, primarily of the 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 an assurance that we would become aware of all material matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that would lead us to believe that the accompanying interim consolidated financial statements were not prepared, in all material respects, in accordance with IAS 34 “Interim Financial Reporting”.

Lima, Peru,

April 28 , 2011

Countersigned by:


Marco Antonio Zaldivar
C.P.C.C. Register No.12477

Translation of consolidated financial statements originally issued in Spanish - see note 14

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

Consolidated Balance Sheets

As of March 31, 2011 (unaudited) and December 31, 2010 (audited)

	Note	2011		2010
		US$(000)		US$(000)
				(Note 3)
Assets
Current assets
Cash and cash equivalents	5(a)		663,220		600,796
Financial assets at fair value through profit or loss			50,960		50,154
Trade accounts receivable, net			120,933		160,928
Other accounts receivable			38,964		23,593
Other accounts receivable from associates	12(b)		17,095		18,903
Embedded derivatives for concentrates sales			20,325		13,645
Inventory, net			100,111		82,081
Prepaid expenses			33,563		21,615

Total current assets			1,045,171		971,715

Other accounts receivable			1,517		1,538
Other accounts receivable from associates	12(b)		30,700		20,736
Long-term inventory			35,902		27,104
Prepaid expenses			1,813		12,887
Investment in associates	6(a)		1,523,082		1,411,036
Mining concessions and property, plant and equipment, net			553,841		532,577
Development costs, net			82,341		86,340
Deferred income tax asset	9(a)		180,727		201,454
Other assets			5,840		6,095

Total assets			3,460,934		3,271,482


Liabilities and shareholders’ equity, net
Current liabilities
Trade accounts payable		74,284		91,374
Income tax payable		25,311		26,538
Dividends payable	8(a)	106,065		917
Other accounts payable		93,633		114,921
Other accounts payable to associates	12(b)	463		1,584
Derivative financial instruments liability		12,044		16,291
Financial obligations	7	2,009		2,018

Total current liabilities		313,809		253,643

Other accounts payable		100,872		116,214
Other accounts payable to associates	12(b)	1,387		1,370
Financial obligations	7	66,534		55,134
Derivative financial instruments liability		6,662		6,897
Deferred income tax liability	9(a)	19,410		21,152

Total liabilities		508,674		454,410

Shareholders’ equity, net
Capital stock, net of treasury shares for US$62,622,000 in 2011 and 2010		750,540		750,540
Investment shares, net of treasury shares for US$142,000 in 2011 and 2010		2,019		2,019
Additional paid-in capital		225,978		225,978
Legal reserve		162,639		162,633
Other reserves		269		269
Retained earnings		1,616,220		1,481,855
Cumulative translation loss		(34,075	)	(34,075	)
Cumulative unrealized, loss		(5,595	)	(6,875	)
		2,717,995		2,582,344
Noncontrolling interest		234,265		234,728
Total shareholders’ equity, net		2,952,260		2,817,072

Total liabilities and shareholders’ equity, net		3,460,934		3,271,482

The accompanying notes are an integral part of these consolidated statements.

Translation of consolidated financial statements originally issued in Spanish - see note 14

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

Consolidated Statements of Income (unaudited)

For the quarters ended March 31, 2011 and 2010

	Note	2011			2010
		US$(000)			US$(000)
					(Note 3)
Operating income
Net sales	10		363,480			187,609
Royalty income	12(a)		12,267			14,127
Total income			375,747			201,736
Operating costs
Cost of sales, without considering depreciation and amortization			111,512			71,811
Exploration in units in operation			22,259			18,334
Depreciation and amortization			21,393			16,559
Total operating costs			155,164			106,704
Gross income			220,583			95,032
Operating expenses
Administrative	11		16,982			11,279
Royalties			14,323			8,654
Exploring in non-operating areas			10,604			7,855
Selling			2,205			2,062
Total operating expenses			44,114			29,850
Operating income			176,469			65,182
Other income (expenses), net
Share in the results of related parties by equity method	6(b)		105,705			112,254
Interest income			3,335			3,695
Interest expense			(2,145	)		(2,486	)
Loss from currency exchange difference, net			(798	)		(754	)
Other, net			2,067			3,164
Total other income, net			108,164			115,873
Income before income tax and noncontrolling interest			284,633			181,055
Income tax	9(b)		(45,539	)		(15,908	)
Net income			239,094			165,147
Net income attributable to noncontrolling interest			(20,762	)		(8,747	)
Net income attributable to Buenaventura			218,332			156,400
Basic and diluted earnings per share attributable to Buenaventura, stated in U.S. dollars			0.86			0.61

The accompanying notes are an integral part of these consolidated statements.

Translation of consolidated financial statements originally issued in Spanish - see note 14

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

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

For the quarters ended March 31, 2011 and 2010

	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 (loss)			Total			Noncontrolling interest			Total Equity
			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, 2010 (note 3)		253,759,664		750,540		2,019		225,978		112,363		269		980,151			(34,075	)		(4,315	)		2,032,930			190,961			2,223,891
Dividends declared, notes 8(a) and 8(b)		-		-		-		-		-		-		(76,332	)		-			-			(76,332	)		(23,914	)		(100,246	)
Net change in unrealized gain on hedging derivative financial instruments held by El Brocal		-		-		-		-		-		-		-			-			636			636			830			1,466
Net change in unrealized gain on other investments		-		-		-		-		-		-		-			-			71			71			-			71
Expired dividends		-		-		-		-		27		-		-			-			-			27			-			27
Net income		-		-		-		-		-		-		156,400			-			-			156,400			8,747			165,147
Balance as of March 31, 2010 (note 3)		253,759,664		750,540		2,019		225,978		112,390		269		1,060,219			(34,075	)		(3,608	)		2,113,732			176,624			2,290,356

Balance as of January 1, 2011 (note 3)		253,759,664		750,540		2,019		225,978		162,633		269		1,481,855			(34,075	)		(6,875	)		2,582,344			234,728			2,817,072
Dividends declared, notes 8(a) and 8(b)		-		-		-		-		-		-		(83,967	)		-			-			(83,967	)		(23,118	)		(107,085	)
Net change in unrealized gain on hedging derivative financial instruments held by El Brocal		-		-		-		-		-		-		-			-			1,245			1,245			1,893			3,138
Net change in unrealized gain on other investments		-		-		-		-		-		-		-			-			35			35			-			35
Expired dividends		-		-		-		-		6		-		-			-			-			6			-			6
Net income		-		-		-		-		-		-		218,332			-			-			218,332			20,762			239,094

Balance as of March 31, 2011		253,759,664		750,540		2,019		225,978		162,639		269		1,616,220			(34,075	)		(5,595	)		2,717,995			234,265			2,952,260

The accompanying notes are an integral part of these consolidated statements.

Translation of consolidated financial statements originally issued in Spanish - see note 14

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

Consolidated Statements of Cash Flows (unaudited)

For the quarters ended March 31, 2011 and 2010

	2011			2010
	US$(000)			US$(000)
				(Note 3)
Operating activities
Proceeds from sales		396,795			222,166
Royalties received		14,150			17,672
Value Added Tax (VAT) recovered		4,035			2,301
Interest received		2,480			1,048
Payments to suppliers and third parties		(209,375	)		(105,631	)
Payments to employees		(58,454	)		(41,406	)
Income tax paid		(30,232	)		(17,996	)
Payments of royalties		(15,573	)		(11,340	)
Payments of interest		(576	)		(2,478	)
Net cash and cash equivalents provided by operating activities		103,250			64,336
Investment activities
Increase (decrease) in time deposits		14,833			(18,930	)
Proceeds from sale of plant and equipment		-			601
Additions to mining concessions and property, plant and equipment		(41,348	)		(54,452	)
Payments for purchase of investment shares		(9,079	)		(5,302	)
Disbursements for development activities		(1,786	)		(2,458	)
Net cash and cash equivalents used in investment activities		(37,380	)		(80,541	)
Financing activities
Payments of financial obligations		-			(215,216	)
Dividends paid to minority shareholders		-			(4,840	)
Increase in financial obligations		11,387			11,606
Net cash and cash equivalents provided by (used in) financing activities		11,387			(208,450	)
Net increase (decrease) in cash and cash equivalents for the period		77,257			(224,655	)
Cash and cash equivalents at beginning of period, note 5(a)		582,861			714,454

Cash and cash equivalents at the period-end, note 5(a)		660,118			489,799

Translation of consolidated financial statements originally issued in Spanish - see note 14

Consolidated Statements of Cash Flows (unaudited) (continued)

	2011			2010
	US$(000)			US$(000)
				(Nota 3)
Reconciliation of net income to cash and cash equivalents provided by operating activities
Net income attributable to Buenaventura		218,332			156,400
Add (less)
Depreciation and amortization		21,393			16,559
Net income attributable to noncontrolling interest		20,762			8,747
Deferred income tax		17,531			2,956
Accretion expense of the provision for closure of mining units		1,568			(2,071	)
Loss from currency exchange difference, net		798			754
Provision for long-term officers´ compensation		-			423

Share in the results of related parties by equity method, net of dividends received in cash		(105,705	)		(112,254	)
Provision for estimated fair value of embedded derivatives of concentrate sales and adjustments on open liquidations		(6,680	)		4,126
Reversal for obsolescent inventories		(1,783	)		(105	)
Net changes in operating asset and liabilities accounts
Decrease (increase) in operating assets -
Trade accounts receivable		39,995			29,582
Other accounts receivable		(21,774	)		5,634
Accounts receivable from associates		(8,156	)		3,545
Inventory, net		(26,828	)		(7,672	)
Prepaid expenses		(875	)		(4,619	)
Increase (decrease) in operating liabilities –
Trade accounts payable		(17,090	)		13,552
Income tax payable		(1,227	)		(14,409	)
Other accounts payable		(27,011	)		(36,812	)
Net cash and cash equivalents provided by operating activities		103,250			64,336
Transactions that did not affect cash flows:
Dividends declared and not paid		106,065			95,406

The accompanying notes are an integral part of these consolidated statements.

Translation of consolidated financial statements originally issued in Spanish - see note 14

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

Notes to the interim consolidated financial statements (unaudited)

As of March 31, 2011 and 2010

1.	Identification and business activity

(a)

Identification -

Compañia de Minas Buenaventura S.A.A. (hereafter “Buenaventura” or “the Company”) is a publicly traded corporation incorporated in 1953. Buenaventura’s stock is traded on the Lima and New York Stock Exchanges through American Depositary Receipts (ADRs), which represent Company shares deposited in the Bank of New York. Buenaventura’s legal domicile is at Carlos Villaran Avenue 790, Santa Catalina, Lima, Peru.

(b)

Business activity -

Buenaventura (individually and in association with third parties) is engaged in the exploration, extraction, concentration, smelting and commercialization of polymetallic ores and metals.

Buenaventura directly operates seven mining units located in Peru: Uchucchacua, Orcopampa, Poracota, Julcani, Recuperada, Antapite and Ishihuinca. In addition, the Company has a controlling interest in Sociedad Minera El Brocal S.A.A. (hereinafter “El Brocal”), which operates the Colquijirca mining unit, and in Compañia de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. (hereinafter “Cedimin”), which operates the Shila and Paula mining unit. The Company also holds interests in a number of other mining companies. The Company also owns an electric power distribution company, an electric power generation company and a mining engineering services company. See note 1(d).

(c)

Approval of consolidated financial statements –

The consolidated financial statements as of March 31, 2011 were approved by Management on April 18, 2011 and will be presented for the approval of the Board of Directors and the Shareholders within the terms established by law. In Management’s opinion, the accompanying consolidated financial statements will be approved without changes by the Board of Directors and Shareholders’ Meetings that will be held in April 28, 2011. The consolidated financial statements as of December 31, 2010 were approved by the Shareholders’ Meeting held on March 25, 2011.

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

(d)

The consolidated financial statements include the financial statements of the following subsidiaries:

	Ownership percentage as of
	March 31, 2011				December 31, 2010
	Direct		Indirect		Direct		Indirect
	%		%		%		%

Investment and mining concessions held, exploration and exploitation of minerals

Compañia de Exploraciones, Desarrollo e Inversiones Mineras S.A.C. - CEDIMIN		44.83		55.17		44.83		55.17
Compañia Minera Condesa S.A.		100.00		-		100.00		-
Compañia Minera Colquirrumi S.A.		90.00		-		90.00		-
Sociedad Minera El Brocal S.A.A. (*) (e)		4.25		39.23		4.25		39.23
Inversiones Colquijirca S.A. (**)		81.42		-		81.42		-
S.M.R.L. Chaupiloma Dos de Cajamarca		20.00		40.00		20.00		40.00
Minera La Zanja S.R.L. (f)		53.06		-		53.06		-
Minera Julcani S.A. de C.V.		100.00		-		100.00		-

Electric power activity
Consorcio Energetico de Huancavelica S.A.		100.00		-		100.00		-
Empresa de Generacion Huanza S.A.(g)		-		100.00		-		100.00

Service providers
Buenaventura Ingenieros S.A.		100.00		-		100.00		-
Contacto Corredores de Seguros S.A.		-		100.00		-		100.00

(*)

Buenaventura´s participation in El Brocal common shares with voting rights was 46.08 per cent as of March 31, 2010 and December 31, 2010.

(**)

Inversiones Colquijirca S.A. has a 51.06 percent interest in Sociedad Minera El Brocal S.A.A., through which Buenaventura held an indirect participation of 39.23 per cent in El Brocal as of March 31, 2011 and December 31, 2010.

(e)

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 in order to reach a treatment level of 18,000 MT per day of ore from its Tajo Norte and Marcapunta mines. This project will allow processing ore with a lower lead–zinc grade from the La Llave zone and copper from Marcapunta Norte previously classified, divided in three stages:

First stage: Optimization of the current plant of 5,000 DMT/day to 7,000 DMT/day.

Second stage: New concentrate plant 2,490 DMT/day.

Third stage: Expansion of the new plant from 2,490 DMT/day to 11,000 DMT/day.

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

As of March 31, 2011, El Brocal concluded the first and second stage of the Project.

El Brocal had executed the following works related to the project to expand operations the cost of which, based on the project economic feasibility study carried out by Management, have been capitalized:

	2011			2010
	US$(000)			US$(000)
Mine development costs
Expansion of Tajo Norte – Marcapunta Norte		16,328			16,246

Mining concessions and property, plant and equipment
Expansion of refining plant capacity to 18,000 DMT		97,997			92,892
Expansion of power grid		7,252			7,174
Optimization of crushing plant and conveyor belt		5,349			4,766
Construction of Huachacaja tailings area		3,227			3,217
Feasibility study		2,619			2,582
Other minor activities		4,300			3,647
		120,744			114,278
Incorporation to property, plant and equipment operations		(84,291	)		(18,825	)

Total		52,781			111,699

(f)

La Zanja´s start up -

Minera La Zanja S.R.L. (hereafter “La Zanja”), is located in the province of Santa Cruz, district of Pulan in the Cajamarca region and has reserves of 675,000 ounces of gold (unaudited). La Zanja began operations in the third quarter of 2010. As of March 31, 2011, the production amounted to 25,151 ounces of gold (43,728 ounces of gold as of December 31,2010). On June 24, 2010, the shareholders of La Zanja, approved the capitalization of contributions amounted US$95,779,000.

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

(g) Construction of hydroelectric power station –

In November 2009 the Consorcio Energetico de Huancavelica S.A. Board of Directors approved the construction of the 90.6 MW capacity Huanza hydroelectric power station, located in the Santa Eulalia river valley. This investment of US$147,000,000, is in progress since March 2010; its construction is expected to take thirty-three months. This project is being financed with a US$119,000,000 financial leasing agreement executed with Banco de Credito del Peru and with Consorcio Energetico de Huancavelica S.A.’s own resources.

As of March 31, 2011, the investment in this project amounted to US$76,438,000 (US$63,958,000 as of December 31, 2010).

2.	Interim unaudited consolidated financial statements

Basis of presentation -

The interim unaudited consolidated financial statements for the quarters ended

March 31, 2011 and 2010 had been prepared in conformity with IAS 34 “Interim Financial Reporting”.

The interim consolidated financial statements does 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, 2010.

Significant accounting principles and practices -

The criteria and accounting basis used by the Company in preparing the accompanying interim consolidated financial statements are consistent to those used in the preparation of the Company’s annual consolidated financial statements, except by the accounting treatment of income tax and worker´s profit sharing (see note 3).

Reclassifications -

The Company did not make significant reclassifications to its interim consolidated financial statements for the quarters ended March 31, 2011 and 2010; however the Company has recorded the adjustments mentioned in note 3.

3. Change in accounting policy

Accordance with CONASEV Resolution N°046-2011-EF/94 issued on January 27, 2011, the Company modified the accounting treatment of workers´profit sharing, according to IAS 19 “Employee Benefits”. Under this standard, the current workers´profit sharing must be considered as part of personnel costs and not recognize deferred effects.

The consolidated financial statements of the year 2010, which are presented for comparative purposes, were modified according to IAS 8 “Accounting policies, changes in accounting estimates and errors”.

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

The changes made to the consolidated financial statements for the year 2010 are as follows:

	As of December 31, 2010
	Reported			Modified			Diference
	US$(000)			US$(000)			US$(000)

Consolidated balance sheets
Deferred workers’ profit sharing asset, net		53,662			-			(53,662	)
Deferred income tax asset		185,132			201,454			16,322
Investment in associates		1,404,659			1,411,036			6,377
Deferred workers’ profit sharing liability		(5,641	)		-			(5,641	)
Deferred income tax liability		(19,460	)		(21,152	)		(1,692	)
Cumulative unrealized, loss		(6,233	)		(6,875	)		(642	)
Retained earnings		1,506,725			1,481,855			(24,870	)
Noncontrolling interest		236,230			234,728			(1,502	)
Shareholders’ equity, net		2,844,086			2,817,072			(27,014	)

	As of March 31, 2011
Consolidated statements of income -
Cost of sales, without considering depreciation and amortization		70,072			71,811			1,739
Administrative expenses		10,603			11,279			676
Current workers´ profit sharing		2,415			-			(2,415	)
Deferred workers´ profit sharing		791			-			(791	)
Deferred income tax		2,723			2,956			233
Share in the results of related parties by equity method		111,910			112,254			344
Net income		164,245			165,147			902
Noncontrolling interest		9,064			8,747			(317	)
Net income attributable to Buenaventura		155,181			156,400			1,219

	As of December 31, 2010
Consolidated statements of changes in shareholders´ equity
Retained earnings		1,506,725			1,481,855			(24,870	)
Cumulative unrealized, loss		(6,233	)		(6,875	)		(642	)

	As of January 1, 2010
Consolidated statements of changes in shareholders´equity
Retained earnings		1,011,077			980,151			(30,926	)
Cumulative unrealized, loss		(3,916	)		(4,315	)		(399	)
Noncontrolling interest		199,065			190,961			(8,104	)

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

As of March 31, 2010

Reported

Modified

Diference

US$(000)

Consolidated statements of cash flows -

Operating activities:

Deferred income tax

2,723

2,956

233

Share in the results of related parties by equity method, net of dividends received in cash

111,910

112,254

344

Seasonality of operations

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

Cash and cash equivalents

(a)

The table below presents the components of this caption:

	2011		2010
	US$(000)		US$(000)

Cash		858		696
Bank accounts		98,434		124,270
Time deposits (b)		560,826		457,895
Cash balances included in the consolidated statements of cash flows		660,118		582,861
Time deposits with original maturity greater than 90 days (c)		3,102		17,935

		663,220		600,796

(b)

The table below presents the components of time deposits as of March 31, 2011:

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

U.S. Dollars	From 1 to 90 days	From 0.10 and 1.70		551,200
Nuevos Soles	From 14 to 90 days	From 3.18 and 3.40		9,626

				560,826

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

The table below presents the components of time deposits as of December 31, 2010:

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

U.S. Dollars	From 7 to 63 days	From 0.16 and 1.45		453,000
Nuevos Soles	From 78 to 90 days	From 2.5 and 3.05		4,895

				457,895

(c)

As of March 31, 2011, corresponds to the following time deposits:

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

Nuevos Soles	From 91 to 123 days	From 3.15 to 3.40		2,852
U.S. Dollars	91 days	1.14		250

				3,102

As of December 31, 2010, it corresponds to the following time deposits:

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

Nuevos Soles	From 91 to 123 days	From 2.75 to 3.40		14,685
U.S. Dollars	From 91 to 104 days	From 1.25 to 1.30		3,250

				17,935

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

Investment in associates

(a)

The table below presents the components of this caption:

	Share in shareholders’ equity				Amount
	As of March 31, 2011		As of December 31, 2010		As of March 31, 2011			As of December 31, 2010
	%		%		US$(000)			US$(000)
								(Note 3)
Investments held under the equity method
Minera Yanacocha S.R.L. (c)
Equity share		43.65		43.65		1,052,661			1,004,276
Payment in excess of the share in fair value of assets and liabilities, net						14,955			15,214
						1,067,616			1,019,490
Sociedad Minera Cerro Verde S.A.A. (c)
Equity share		19.26		19.26		369,853			305,617
Payment in excess of the share in fair value of assets and liabilities, net						82,925			83,279
						452,778			388,896

Canteras del Hallazgo S.A.C. (d)		49.00		49.00		2,740			2,700
Compañia Minera Coimolache S.A. (e)		40.095		40.095		-			-

Available-for-sale investments
Other						(52	)		(50	)

						1,523,082			1,411,036

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

(b)

The table below presents the net share in the results of related parties by equity method:

	For the quarters ended as of March 31,
	2011			2010
	US$(000)			US$(000)
				(Nota 3)

Sociedad Minera Cerro Verde S.A.A.		63,881			45,884
Minera Yanacocha S.R.L.		48,102			70,596
Canteras del Hallazgo S.A.C.		(6,003	)		(4,226	)
Compañia Minera Coimolache S.A. (e)		(275	)		-

		105,705			112,254

(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 in the quarters ended March 31, 2011 and 2010.

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

	Yanacocha				Cerro Verde
	As of March 31, 2011		As of December 31, 2010		As of March 31, 2011		As of December 31, 2010
	US$(000)		US$(000)		US$(000)		US$(000)
							(Note 3)
Balance Sheet
Total assets		3,004,240		2,936,994		2,657,827		2,295,386
Total liabilities		591,325		634,848		696,044		701,265
Shareholders’ equity		2,412,915		2,302,146		1,961,783		1,594,121

	Yanacocha				Cerro Verde
	For the quarters ended as of March 31,				For the quarters ended as of March 31,
	2011		2010		2011		2010
	US$(000)		US$(000)		US$(000)		US$(000)
							(Nota 3)
Results
Total income		362,452		460,451		740,914		534,097
Operating income		140,604		236,650		522,067		347,339
Net income		110,715		162,532		367,663		241,284

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

(d)

Canteras del Hallazgo S.A.C.: Chucapaca Project -

The mining project is located in Moquegua. There are evidences of gold, copper and silver in Chucapaca project zone, at Canahuire deposit.

As of March 31, 2011, the shareholders contribution amounted to US$45,641,000 (US$33,309,000 as of December 31, 2010).

(e)

Compañia Minera Coimolache S.A.: Tantahuatay Project -

Tantahuatay Project is located in the province of Hualgayoc, which includes the districts of Hualgayoc and Chugur in Cajamarca region and has reserves of 658,000 ounces of gold (unaudited). The open pit will be mined and the ore will be leached in piles in an initial rate of 12,000 MT/day. The construction investment for the Project is estimated in US$80,000,000. As of March 31, 2011, the shareholders contribution amounted to US$70,480,000 (US$45,940,300 as of December 31, 2010).

The environmental study was approved on June 22, 2009, the construction authorization was issue by the General Direction of Mining, hereinafter “DGM”, by its Spanish acronym, on May 25, 2010 and the mining plan was approved by the DGM on November 4, 2010. The construction of the project started in July 2010 and the physical advance as of March 31, 2011 is 71% (41% as of December 31, 2010). The Management estimated the start-up of the mining operations will be on the second semester of 2011.

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

Financial obligations

The table below presents the detail of long-term debt as of March 31, 2011 and December 31, 2010:

	Original amount		Period	Guarantee	Annual interest rate	Maturities	2011			2010
	US$ (000)						US$(000)			US$(000)
Empresa de Generacion Huanza S.A. Banco de Credito del Peru - Financial leasing		119,000	10 years	Joint surety	Three-month Libor plus 4.00% (4.305% as of March 31, 2011)	Quarterly maturities to 7 years from capitalization		66,021			54,127

Consorcio Energetico de Huancavelica S.A.
BBVA Banco Continental - Working capital loan		9,000	4 years	None	Three-month Libor plus 1.25% (1.555% as of March 31, 2011)	Quarterly maturities of US$500,000 from June 2009 to June 2012		2,500			3,000
Other								22			25
								68,543			57,152

Non-current portion								(66,534	)		(55,134	)

Current portion								2,009			2,018

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

Shareholders’ equity, net

(a)

Dividends declared -

The detail of dividends declared for the quarters ended March 31, 2011 and 2010 is as follows:

Meeting	Date	Dividends declared			Dividends per share
		US$			US$

2011 Dividends
Mandatory annual shareholders’ meeting	March 25, 2011		90,959,000			0.33
Less – Dividends granted to subsidiary			(6,992,000	)

			83,967,000

2010 Dividends
Mandatory annual shareholders’ meeting	March 26, 2010		82,690,000			0.30
Less – Dividends granted to subsidiary			(6,358,000	)

			76,332,000

As of March 31, 2011, Buenaventura and its subsidiaries have had not yet paid US$106,065,000 corresponded to the declared dividends of first quarter of 2011 resolved in the Shareholders’ Meeting; this liability is presented in the “Dividends payable” caption in the consolidated balance sheet (US$917,000 as of December 31, 2010).

(b)

As of March 31, 2011 and 2010, the dividends due to minority shareholders broke down as follows:

	2011		2010
	US$(000)		US$(000)

Sociedad Minera El Brocal S.A.A.		15,830		15,386
S.M.R.L. Chaupiloma Dos de Cajamarca		4,000		4,840
Inversiones Colquijirca S.A.		3,288		3,688

		23,118		23,914

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

Deferred income tax asset and liability

(a)

The table below presents the components of this caption, according to the items that give rise to them:

	As of March 31, 2011			As of December 31, 2010
	US$(000)			US$(000)

Deferred asset
Tax–loss carryforward		107,689			125,363
Difference in depreciation and amortization rates		22,775			20,612
Stock appreciation rights provision		14,751			20,814
Provision for closure of mining units, net		13,971			14,169
Effect of translation into U.S. dollars		5,732			5,827
Embedded derivative from sale of concentrates		4,128			1,240
Environmental liability for Santa Barbara mining unit		1,494			1,494
Other		7,749			7,602
		178,289			197,121
Less – allowance for uncertainty as to the deferred asset’s recoverability		(3,174	)		(2,623	)
		175,115			194,498
Deferred asset included in retained earnings
Derivative financial instruments		5,612			6,956

Deferred asset, net		180,727			201,454

Deferred liability included in results Differences in amortization rates for development costs		(15,417	)		(18,149	)
Embedded derivative from sale of concentrates		(1,843	)		(2,766	)
Other		(2,150	)		(237	)

Deferred liability net		(19,410	)		(21,152	)

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

(b)

The current and deferred portions of the expense for income tax included in the consolidated statements of income for the quarters ended March 31, 2011 and 2010 are made up as follows:

	2011			2010
	US$(000)			US$(000)

Income tax
Current		(28,008	)		(12,952	)
Deferred		(17,531	)		(2,956	)

		(45,539	)		(15,908	)

10.

Net sales

The table below presents the net sales as of March 31, 2011 and 2010:

	2011			2010			Variation
	US$(000)			US$(000)			US$(000)

Net sales by product
Gold		165,348			109,417			55,931
Silver		101,059			46,576			54,483
Copper		84,423			15,343			69,080
Zinc		21,918			25,943			(4,025	)
Lead		7,211			11,280			(4,069	)
		379,959			208,559			171,400
Deductions		(33,216	)		(22,372	)		(10,844	)
Prior-period settlements		7,306			(1,586	)		8,892
		354,049			184,601			169,448
Embedded derivative from sale of concentrates		9,491			1,344			8,147
Hedging operations		(4,236	)		1,618			(5,854	)
Adjustment to open provisional liquidations		(2,534	)		(3,842	)		1,308
		356,770			183,721			173,049
Net sales of services, power and other minor items		6,710			3,888			2,822

		363,480			187,609			175,871

During the last quarter of the year 2010, El Brocal´s Management decided to reduce significantly the production and sale of lead and zinc concentrate, in order to use the treatment and production capacity in the copper concentrate process. The totally use of El Brocal´s operational capacity to produce copper concentrate has maintained as of March 31, 2011.

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

The principal variations during the quarter ended March 31, 2011 compared with the same period of 2010, are explained below:

(i)

Increase of US$55,931,000 in gold sales resulting from the effect of a higher gold price (24.89 per cent increase) and a greater volume sold (22.58 per cent increase). The increased volume sold is due to more ounces produced in the Orcopampa mining unit. See note 13.

(ii)

Increase of US$54,483,000 in silver sales resulting from the effect of a higher silver price (86.28 per cent increase) and a greater volume sold (34.98 per cent increase). The increase in volume sold is due to more ounces produced in the Uchucchacua and Colquijirca mining units during the quarter ended March 31, 2011. See note 13.

(iii)

Increase of US$69,080,000 in copper sales resulting from the effect of a greater volume sold (240.43 per cent increase) and a higher copper price (32.30 per cent increase). The increased volume sold is due to more copper tons produced in the Colquijirca mining unit during the quarter ended March 31, 2011. See note 13.

(iv)

Decrease of US$4,025,000 in zinc sales for as a result of the effect of a higher zinc price (7.50 per cent increase) offset by the effect of a lower volume sold (30.59 per cent decrease). The decrease in volume sold is due to during the quarter ended March 31, 2011, El Brocal has not sold this mineral because of the reason mentioned before.

(v)

Decrease of US$4,069,000 in lead sales for as a result of the effect of a higher lead price (18.97 per cent increase) offset by the effect of a lower volume sold (48.22 per cent decrease). The decrease in volume sold is due to during the quarter ended March 31, 2011, El Brocal has not sold this mineral because of the reason mentioned before.

(vi)

Increase in sales of US$8,147,000 for the effect of embedded derivative as a result of changes in the average price in closing commercial liquidations carried out, mainly realized by Buenaventura.

(vii)

Decrease of US$5,854,000 in income due to metal-price hedging transactions resulting from a higher difference between the prices fixed for hedging and the market prices, as well as the lower volume of settlement hedging during the quarter ended March 31, 2011 compared to the same period of 2010.

11.

Administrative expense

The “administrative expense” caption increased by 50.56 per cent from an expense of US$11,279,000 for the quarter ended March 31, 2010 to an expense of US$16,982,000 for the same period of 2011. This variation is due mainly to an increase in personnel and services expenses from US$4,580,000 for the quarter ended March 31, 2010, to an expense of US$ 8,779,000 for the same period of 2011.

12.

Related-party transactions

(a)

The Company (through its subsidiaries) had the following transactions with its associates for the quarters ended March 31, 2011 and 2010:

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

	2011		2010
	US$(000)		US$(000)

Minera Yanacocha S.R.L. :
Paid royalties to:
S.M.R.L. Chaupiloma Dos de Cajamarca		12,267		14,127

Services received by:
Consorcio Energetico de Huancavelica S.A. (Electric power transmission)		1,197		1,197

Buenaventura Ingenieros S.A (Implementation of specific work orders)		640		485

(b)

As a result of the transactions indicated in paragraph (a), the Company had the following accounts receivable and payable from related parties:

	As of March 31, 2011			As of December 31, 2010
	US$(000)			US$(000)

Accounts receivable
Compañia Minera Coimolache S.A.		30,826			20,787
Minera Yanacocha S.R.L.		16,969			18,852
		47,795			39,639
Less – noncurrent portion		(30,700	)		(20,736	)

		17,095			18,903

Accounts payable
Compañia Minera Coimolache S.A.		1,387			1,697
Minera Yanacocha S.R.L.		463			1,257
		1,850			2,954
Less – noncurrent portion		(1,387	)		(1,370	)

		463			1,584

Translation of consolidated financial statements originally issued in Spanish - see note 14

Notes to the interim consolidated financial statements (continued)

13.	Statistical data

The Company’s statistical data related to the volume of inventories sold and average sale prices by product for the quarters ended March 31, 2011 and 2010 are as follows:

(a)

Volumes sold (metallic content):

	2011	2010

Gold	120,426 OZ	98,244 OZ
Silver	3,697,027 OZ	2,738,939 OZ
Lead	2,772 MT	5,354 MT
Zinc	7,888 MT	11,364 MT
Copper	7,166 MT	2,105 MT

(b)

Average sale prices:

	2011	2010
	US$	US$

Gold	1,392.86 /OZ	1,115.24 /OZ
Silver	31.78 /OZ	17.06 /OZ
Lead	2,601.17 /MT	2,186.39 /MT
Zinc	2,423.29 /MT	2,254.25 /MT
Copper	9,641.81 /MT	7,287.78 /MT

14.	Explanation added for English language translation

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

Signature

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

Compañía de Minas Buenaventura S.A.A.

/s/ CARLOS E. GALVEZ PINILLOS

Carlos E. Gálvez Pinillos

Chief Financial Officer

Date: June 3, 2011