FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CHIARAMONTE EUGENE JR

2. Issuer Name and Ticker or Trading Symbol

Quest Minerals & Mining Corp [QMLM.OB]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and Chief Executive

(Last)          (First)          (Middle)

18B EAST FIFTH STREET

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2008 
(Street)

PATERSON, NJ 97524

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock   7/14/2008     S   205000   D $.0243   0   D  
 
Common Stock   7/14/2008     S   50000   D $.0245   0   D  
 
Common Stock   7/14/2008     S   245000   D $.0244   0   D  
 
Common Stock   7/15/2008     S   10000   D $.023   0   D  
 
Common Stock   7/16/2008     S   511000   D $.0205   0   D  
 
Common Stock   7/16/2008     S   300000   D $.0255   0   D  
 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (1)   $.0012   (1)               1/17/2007     (2) 203,125,000   38253294     260000   (1) D  
 
Stock Option   $.24   (2) 7/3/2008     A   2500000   (2)      7/3/2008   7/3/2013   Common Stock   2500000   (2) $0   2500000   (2) D  
 

Explanation of Responses:
( 1)  Represents 260,000 shares of Series C Preferred Stock held by Mr. Chiaramonte. The conversion price at which shares of common stock shall be deliverable upon conversion of Series C Preferred Stock without the payment of any additional consideration by the holder thereof is the lesser of (i) $3.20 per share or (ii) 100% of the average of the 5 closing bid prices of the common stock immediately preceding such conversion date. There is no expiration date on the Series C Preferred Stock.
( 2)  The Company completed a 1-for-10 reverse stock split on November 4, 2008. All share numbers and dollar amounts reflect there reverse splits.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CHIARAMONTE EUGENE JR
18B EAST FIFTH STREET
PATERSON, NJ 97524 		X X President and Chief Executive

Signatures
/s/ Eugene Chiaramonte, Jr. 2/12/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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