FORM 10-Q SB

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549      

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
     OF 1934

For the quarterly period ended January 31, 1997

                                         OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

Commission file number:  33-57982-D


                               HARBOUR CAPITAL CORP.                 
               ______________________________________________________
               (Exact name of registrant as specified in its charter)

           Delaware                                    84-1204841          
_______________________________          __________________________________
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

3127 Ramshorn Drive, Castle Rock, Colorado                           80104
___________________________________________________________________________
 (Address of principal executive offices)                       (Zip  Code)

                               (303) 660-1710                             
________________________________________________________________________________
                 (Registrant's telephone number, including area code)

                               Not Applicable
________________________________________________________________________________
 (Former name, former address and former fiscal year, if changed since last 
  report)


    Indicate by check mark whether the registrant  (1) has filed all reports 
required to be filed by  Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding  12  months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

Yes  X      No        
    ___        ___


    Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.

                                                        Shares  Outstanding
            Class of Securities                         at February 15, 1997
            ___________________                         ___________________

            Common Stock, par value $.00001 per share          142,036     


    Transitional Small Business Disclosure Format

Yes         No  X
    ___        ___

<PAGE>
                                        INDEX


PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

         Accountants' Disclaimer of Opinion .......................  3

         Balance Sheet ............................................  4

         Statements of Loss and Accumulated Deficit ...............  5

         Statements of Cash Flows .................................  6

         Notes to Financial Statements ............................  7

ITEM 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations ............  8


PART II - OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K. .......................  9

         Signatures .............................................. 10

<PAGE>

The Board of Directors
Harbour Capital Corp.


The accompanying balance sheet of Harbour Capital Corp. as of January 31,
1997, and the related statements of operations and accumulated deficit
and cash flows for the period then ended were not audited by us and,
accordingly, we do not express an opinion on them


Aurora, Colorado
March 14, 1997
                                                 COMISKEY & COMPANY
                                                 PROFESSIONAL CORPORATION

                                    3

<PAGE>

                          Harbour Capital Corp.
                     (A Development Stage Company)
                            BALANCE SHEET
                            January 31, 1997


     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                         $    71,466
                                                      ----------
   Total current assets                                   71,466

OTHER ASSETS
   Organizational costs (net)                                 43
   Restricted cash                                        80,410
                                                      ----------
  Total other assets                                      80,453
                                                      ----------
  TOTAL ASSETS                                       $   151,899
                                                      ==========


     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable - related party                  $         -
   Accounts payable                                          489
                                                      ----------
  Total current liabilities                                  489

STOCKHOLDERS' EQUITY
   Common stock, $0.00001 par value; 
   4,000,000 shares authorized; 142,036
   shares issued and outstanding at 
   January 31, 1997.                                           1
   Preferred stock, $0.00001 par value;
   20,000 shares authorized; no shares 
   issued and outstanding                                      -
   Additional paid-in capital                            165,462
   Deficit accumulated during the 
   development stage                                     (14,053)
                                                      ----------
  Total stockholders' equity                             151,410
                                                      ----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $   151,899
                                                      ==========
    
               The accompanying notes are an integral part
                       of the financial statements
                                    4

<PAGE>
                          Harbour Capital Corp.
                      (A Development Stage Company)
               STATEMENTS OF LOSS AND ACCUMULATED DEFICIT

<TABLE>
<S>                           <C>             <C>        <C>         <C>        <C>
                              Period 
                              May 11, 1992
                              (Inception)     For the three months   For the nine months
                              to January 31,  ended January 31,      ended Janaury 31,
                              1997               1997       1996        1997       1996
                              -------------   ---------- ----------  ----------  --------
REVENUES
   Interest income           $    21,750       $   1,831  $   1,876  $  5,613   $   5,665
                              ----------        --------   --------  ----------  --------
EXPENSES
   Professional fees              17,999             489      2,388     2,143       4,064
   Office expense                  3,435             353          -     1,902          31
   Filing fees                     1,000               -          -       250           -
   Rent                            2,825             150        150       450         450
   Amortization                      707              38         38       113         113
   Taxes and licenses              3,068               -          -         -         250
   Dues and subscriptions            125               -          -         -           -
   Bank fees                         264               -          -         -           -
   Travel                          4,752             256          -       256         351
   Transfer agent                  1,628               -          -       738         102
                              ----------        --------   --------  -----------  -------
     Total expenses               35,803           1,286      2,576     5,852       5,361
                              ----------        --------   --------  -----------  -------
NET INCOME (LOSS)                (14,053)            545       (700)     (239)        304

Accumulated deficit

  Balance, beginning of period         -         (14,598)   (12,612)  (13,814)    (13,616)
                              ----------         --------   --------  ----------  --------
  Balance, end of period     $   (14,053)      $ (14,053) $ (13,312)  (14,053)    (13,312)
                              ==========        ========   ========   ========    ========
NET INCOME (LOSS) PER SHARE  $     (0.10)      $    (NIL) $    0.01     (0.01)       0.01
                              ==========        ========   ========   ========    ========
WEIGHTED AVERAGE NUMBER OF 
   SHARES OUTSTANDING            134,171         142,036    142,036    142,036     142,036
                              ==========        ========   ========   ========    ========
</TABLE>

               The accompanying notes are an integral part
                       of the financial statements
                                    5

<PAGE>

                          Harbour Capital Corp.
                      (A Development Stage Company)
                         STATEMENTS OF CASH FLOWS


                                Period 
                                May 11, 1992
                                (Inception)        For the three months
                                to January 31,     ended January 31,
                                1997                  1997       1996
                                -------------      ---------- ----------
CASH FLOWS FROM 
 OPERATING ACTIVITIES
   Net income (loss)           $   (14,053)       $    (239) $     304
   Non cash items included
     in net income (loss):
        Rent                         2,825              450        450
        Amortization expense           707              113        113
   Changes in:
        Current assets                   -                -          -
        Current liabilities            489           (3,193)     1,271
                                ----------         --------   --------
      Net cash used by
           operating activities    (10,032)          (2,869)     2,138

CASH FLOWS FROM 
  INVESTING ACTIVITIES                   -                -          -

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock        184,196                -          -
   Statutory escrow contribution   (80,410)               -          -
   Deferred offering costs paid    (21,558)               -          -
   Organizational costs               (750)               -          -
                                ----------         --------   --------
      Net cash provided by 
        financing activities        81,478                -          -
                                ----------         --------   --------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS              71,446           (2,869)     2,138

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                    -           74,315     71,531
                                ----------         --------   --------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                $    71,446        $  71,446  $  73,669
                                ==========         ========   ========

               The accompanying notes are an integral part
                       of the financial statements
                                    6

<PAGE>
                          Harbour Capital Corp.
                      (A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS
                              January 31, 1997
                               (Unaudited)

1. Management's representation of interim financial information
   ------------------------------------------------------------
   The accompanying financial statements have been prepared by Harbour
Capital Corp. without audit pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted as allowed by such rules and regulations, and
management believes that the disclosures are adequate to make the
information presented not misleading.  These financial include all of
the adjustments which, in the opinion of management, are necessary to a
fair presentation of financial position and results of operations.  All
such adjustments are of a normal and recurring nature.  These financial
statements should be read in conjunction with the audited financial
statements at April 30, 1996.



                                    7

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

Liquidity and Capital Resources

     The Company completed the initial public offering of its securities in 
October of 1993, receiving gross proceeds of $122,196.  Total costs 
of the offering amounted to $21,558.  The net proceeds of the offering, 
therefore, amounted to $100,638.  Pursuant to the Colorado Securities Act 
and based upon actual and estimated offering costs, $80,410 of that amount 
was deposited into escrow.  By law, funds may not be released from the 
escrow until such time as the Company shall devote to an identified business
an amount equal to or greater than 50% of the gross proceeds of the offering.

     After subtracting the portion of offering proceeds that was deposited
into escrow, the Company received remaining net proceeds of $20,228.  That
amount, therefore, represented the only offering proceeds that would be
available for use by the Company prior to the release of funds from escrow.
In addition to the proceeds from the Company's  public offering. the 
Company also previously raised $62,000 in a private offering and a majority 
of those funds are still available.

     Management anticipates that the Company's current liquid capital resources
will be applied in the coming twelve months to three purposes.  The first 
purpose will be to meet the Company's reporting obligations under the 
Securities Exchange Act of 1934, as amended.  The second purpose will be to 
cover general and administrative expenses.  The third purpose will be to 
cover the expenses associated with searching for and investigating business 
opportunities.  The Company anticipates that its current resources will be 
adequate for those purposes for at least the coming year.

     Except as described in the preceding paragraph, the Company anticipates
that its capital needs will be minimal until it shall have identified a business
opportunity with which to combine.  In pursuing a combination transaction, the
Company is likely to incur significant additional expenses.  The Company expects
to meet such expenses with its current liquid capital resources, but if the 
funds available for use by the Company prove inadequate, the Company will 
seek to meet such expenses by seeking to have payment of them deferred until
after the combination shall have been consummated or, in the alternative, by
obtaining loans or other capital contributions from the Company's founding 
stockholders.

                                          8

<PAGE>

     The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or 
stockholder's equity other than the receipt of $100,638 of net proceeds from
its public offering and $62,000 of inside capitalization funds.  The Company's 
balance sheet for the fiscal year ended April 30, 1996, reflects a current
asset value of $74,315, consisting entirely of cash, and a total asset 
value of $154,881.  These figures compare to $71,446 in current 
assets and $151,899 in total assets at January 31, 1997, the total
assets consisting primarily of restricted cash deposited in escrow pursuant
to the Colorado Securities Act ($80,410) and remaining net proceeds 
from the Company's private and public offerings 

     The Company continues to carry out its plan of business as discussed 
above.  The Company cannot predict to what extent its liquidity and capital 
resources will be diminished prior to the consummation of a business 
combination or whether its capital will be further depleted by the operating 
losses, if any, of the business entity which the Company eventually acquires.

Results of Operations

     Since completing its public offering and during the fiscal quarter ended
January 31, 1997, the Company has engaged in no significant operations other 
than the search for, and identification and evaluation of, possible acquisition
candidates.  Other than interest income of $1,831 and $1,876, respectively no 
revenues were received by the Company during the quarters ended January 31, 1997
and 1995.  No other revenues, except interest income of $21,750, have been 
received by the Company since inception.  The Company experienced a net gain
of $545 and a net loss of $700, respectively, during the quarters ended 
January 31, 1997 and 1995.  The difference between the resulting gain and loss
in net income is attributable primarily to timing of the payment of expenses.

     For the current fiscal year, the Company anticipates an increased net loss
owing to expenses associated primarily with compliance with reporting 
requirements and with locating and evaluating acquisition candidates.  The 
Company anticipates that until a business combination is completed with an 
acquisition candidate, it will not generate revenues other than interest income,
and may continue to operate at a loss after completing a business 
combination, depending upon the performance of the acquired business.

<PAGE>

                             PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

         (a)    Exhibits

                None

         (b)    Reports on Form 8-K

                None

<PAGE>

SIGNATURES

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


                                                  HARBOUR CAPITAL CORP.

Date March 15, 1997                          By:/s/ Frank L. Kramer
                                                ------------------------
                                                Frank L. Kramer, 
                                                      Chief Financial Officer















                                          9
<PAGE>