SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[ ]  Annual  Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
     Act  of  1934  For  the  fiscal  year  ended  ______________,   OR

[X]  TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
     OF  1934 FOR  THE  TRANSITION PERIOD FROM JANUARY 1, 1997 TO JUNE 30, 1997,

Commission  File  No.  0-18866
                                LOCH HARRIS, INC.
                                -----------------
        (Exact name of small business issuer as specified in its charter)
                   Nevada                                     87-0418799
         -------------------------                         -----------------
      (State or other jurisdiction of                       (I.R.S. Employer
      incorporation  or  organization)                     Identification  No.)

                                14205 Burnet Rd.
                               -------------------
                    (Address of principal executive offices)

                               Austin, Texas 78728
                               -------------------
                     (Address of previous executive offices)

                                 (512) 328-7808
                               -------------------
          (Issuer's  telephone  number,  including  area  code)


Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None
Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

                          Common Stock $0.01 Par Value
                          ----------------------------
                                (Title of Class)

Indicate  by check mark whether the Issuer (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  [ ]  NO  [X}

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference of Part III of this Form 10 KSB, or any amendment to
this  Form  10-KSB.  [X]

Issuer  reported  no  revenue  for  the  six  months  ended  June  30,  1997.

The  aggregate  market  value of the voting common equity held by non-affiliates
computed  by  reference to average bid and asked price of such common equity, as
of  March 15, 1999 is $5,067,096.  On this date approximately 202,683,836 shares
were  held  by  non-affiliates.

 As  of March 15, 1999, the issuer had 232,183,836 shares of its $0.01 par value
Common  Stock  outstanding.

                                        1
<PAGE>
                                   FORM 10-KSB

                                     PART I
ITEM  I  -  BUSINESS

Business  Development
---------------------
Loch  Harris,  Inc.  (the  Company)  was  incorporated under Nevada law as Green
Resources,  Inc.  on  March  13,  1985, which merged with Innovative Health Care
Products  Corporation,  a  Colorado  corporation on June 16, 1986.  The name was
changed  in  July  of  1986  to  Eclectix, which merged in 1988 with Loch Harris
Energy,  Inc.,  a  Delaware corporation involved in oil and gas operations.  The
name  was  changed  to  Loch  Harris,  Inc.  in  September  of  1988.

Business  of  Issuer
--------------------
The  initial health and medical business declined prior to the 1988 merger.  The
subsequent  oil  and  gas  operations  ceased  by  late  1989 due to unfavorable
industry  conditions  and  the drastic fall in oil and gas prices.  Loch Harris,
Inc.  elected  to  remain inactive until restructuring efforts initiated in 1992
were  completed.

In September of 1993, the Company acquired for common stock P.C. Sentry, Inc., a
Texas  corporation,  which  had  developed a sophisticated computer surveillance
monitoring system (Sentry 93000 Notification System).  In November 1993, Company
purchased  with  common  stock  an electronic telephone message software program
(InfoNotes).  During  the  six  months ended June 30, 1997, the Company patented
certain  technologies  in  relationship to the Sentry 93000 Notification System.

The  Company  established  AgraTech  International,  Inc. in January of 1997 and
InfoTech  International  Systems,  Inc.  in  April  of  1997,  two  wholly owned
subsidiaries.   In May 1997, the Company acquired, for common stock and cash, an
interest  in  an  Oklahoma  oil  and gas operation and purchased for cash select
assets,  including technology, designs and working papers for a solar pump, from
a  Nevada Corporation, U. S. Aerodyne.  In June 1997, the Company entered into a
joint  venture  agreement  to  purchase  Tuli  cattle  for  development  and
reproduction.  Subsequent to June of 1997, the Company filed a lawsuit to obtain
possession  of  a  portion of the Tuli cattle herd.  In December 1998, the joint
venture  was dissolved and the Company obtained 36 head of cattle and moved them
to  a  ranch  in  Fredericksburg,  Texas.

At  June  30,  1997,  the Company continued with development of the Sentry 93000
Notification  and  InfoNotes  software  systems,  the  Tuli  cattle venture, the
Oklahoma  oil and gas operations and the solar pump models.  The Company did not
incur  any  research  and development costs during the six months ended June 30,
1997.  There are no significant effects on Company operations from environmental
regulations.  At  June  30,  1997 the Company had five employees, including four
officers.

ITEM  2  -  PROPERTIES

During the six months ended June 30, 1997, the Company purchased for $100,000 of
cash  and  4,000,000  shares  of  the Company's common stock, an 80% interest in
leasehold  estates  in  Okmulgee  County,  Oklahoma  which  includes  existing
equipment.  Due  to  the restrictions on the common stock (Rule 144), the common
stock  was  valued  at 20% of the quoted stock price of $0.57 on the date of the
sale.  No  value  was  assigned  to  the  equipment  due  to the wells requiring
substantial  workovers  to  be  productive.

ITEM  3  -  LEGAL  PROCEEDINGS

As  of  June  30,  1997,  there  were  no  material  pending  legal proceedings.


ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

                                        2
<PAGE>
During  the second quarter of 1997, there were no matters submitted to a vote of
security  holders.

                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  STOCK  AND  RELATED  STOCKHOLDER  MATTERS

The Company issues common stock with dividends and voting rights which is listed
for  trading  on  the  Over-the-Counter  Bulletin  Board  (OTC:BB).

On August 8, 1996, the Company amended its articles of incorporation to increase
the  number  of authorized shares of common stock to 100,000,000 shares at $0.01
par  value  per  share.

As of June 30, 1997, there were 498 shareholders of record.  The Company did not
declare  a  cash  dividend  for the six months ended June 30, 1997, for the year
ended  December  31,1996,  or  for  the  quarter  ended  September  30,  1997.

The  following table indicates the range of high and low closing bid information
for the Company's common stock, as obtained from National Quotation Bureau, LLC.
The quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
                     Closing Bid
                     -----------
Period Ending         High  Low
--------------------  ----  ---
<S>                   <C>   <C>
March 31, 1996         .10  .03
June 30, 1996          .03  .03
September 30, 1996     .06  .02
December 31, 1996      .04  .02

March 31, 1997         .14  .12
June 30, 1997          .32  .30
September 30, 1997     .24  .19
December 31, 1997      .13  .09

March 31, 1998         .08  .06
June 30, 1998          .13  .06
</TABLE>

ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

The  cash  requirements of the Company remain minimal at the present time due to
consultants  agreeing  to  accept  common  stock  for  payment  of services.  To
properly  provide  for  development  of  its  products  and  expansion  of  its
operations,  the  Company  will be required to raise additional funds during the
next  twelve  months.  The Company anticipates obtaining operating funds through
additional  significant  capital  contributions  by  interested  investors.

As  of June 30, 1997, management is committed to continue the development of the
Sentry  93000  Notification  System  and  InfoNotes system, the Tuli cattle, the
Oklahoma  oil  and  gas operations and the solar pump models.  Additionally, the
Company  plans  to  extend  the  company  into  the  acquisitions  of  other
state-of-the-art  technologies.  Several  other subsidiary companies are planned
for  the  remainder  of  1997.

                                        3
<PAGE>
ITEM  7  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTAL  DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Auditors                                                5

Consolidated Balance Sheet as of June 30, 1997 and December 31, 1996          6

Consolidated Statements of Operations for the six months ended
     June 30, 1997 and for the year ended December 31, 1996                   7

Consolidated Statements of Shareholders' Equity for the six months ended
     June 30, 1997 and for the year ended December 31, 1996                   8

Consolidated Statement of Cash Flows for the six months ended
     June 30, 1997 and for the year ended December 31, 1996                   9

Notes  to  Consolidated  Financial  Statements                               10

                                        4
<PAGE>
                         BROWN, GRAHAM AND COMPANY, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS


To  the  Board  of  Directors
Loch  Harris,  Inc.

                          INDEPENDENT AUDITOR'S REPORT

We  have  audited  the  accompanying consolidated balance sheets of Loch Harris,
Inc.  (the "Company") as of June 30, 1997 and December 31, 1996, and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  six months ended June 30, 1997 and the year ended December 31, 1996.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audit.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit  includes examining on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Loch Harris, Inc. as
of  June 30, 1997 and December 31, 1996, and the results of their operations and
cash  flows  for  the six months ended June 30, 1997 and the year ended December
31,  1996,  in  conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
consolidated  financial  statements,  the  Company  has  suffered  losses  from
operations  for  the  six months ended June 30, 1997 and the year ended December
31,  1996  and 1995, which raise substantial doubt about its ability to continue
as  a  going  concern.  The  financial statements do not include any adjustments
relating  to  the  recoverability  and classification of recorded assets, or the
amounts  and  classification of liabilities that might be necessary in the event
the  Company  cannot  continue  in  existence.


                                    /S/     Brown,  Graham  and  Company,  P.C.

Georgetown,  Texas
March  8,  1999

<PAGE>
<TABLE>
<CAPTION>
                                 LOCH HARRIS, INC.
                            CONSOLIDATED BALANCE SHEETS
                        JUNE 30, 1997 AND DECEMBER 31, 1996


                   ASSETS                                  1997           1996
                                                       -------------  -------------
Current assets
<S>                                                    <C>            <C>
   Cash                                                $    354,716   $          - 

Oil and gas properties, using successful efforts
   accounting, net of accumulated depreciation,
   amortization and impairment (Note 2 ):
      Proved undeveloped properties                         221,694              - 
Property and equipment, net of
   accumulated depreciation (Note 3)                        112,342          7,600 
Other assets (Note 4)                                        57,948              - 
         Total assets                                  $    746,700   $      7,600 
                                                       =============  =============


      LIABILITIES AND SHAREHOLDER'S DEFICIT
-----------------------------------------------------                              
Current liabilities:
   Accounts payable                                    $     36,765   $    100,244 
   Accrued liabilities                                       18,442              - 
                                                       -------------  -------------
      Total current liabilities                              55,207        100,244 

Shareholder's equity:
   Common stock, $.01 par value;
      100,000,000 shares authorized;
      110,179,385 and 94,564,385 shares issued
       and outstanding, respectively (Note 5)             1,101,794        945,644 
   Additional paid in capital (Note 5)                   11,723,508      9,691,603 
   Retained deficit                                     (12,133,809)   (10,729,891)
      Total shareholder's deficit                           691,493        (92,644)
                                                       -------------  -------------
         Total liabilities and shareholder's deficit   $    746,700   $      7,600 
                                                       =============  =============
</TABLE>

                                        6
<PAGE>
<TABLE>
<CAPTION>
                                 LOCH HARRIS, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
        SIX MONTHS ENDED JUNE 30, 1997 AND THE YEAR ENDED DECEMBER 31, 1996

                                                           1997           1996
                                                       -------------  ------------
<S>                                                    <C>            <C>
Revenues                                               $          -   $         - 
                                                       -------------  ------------
Operating expenses:
   General and administrative                               145,887       276,943 
   Consulting services                                      833,677             - 
   Salaries and benefits                                     45,630             - 
   Depreciation and amortization                              3,035       540,061 
   Write-off of abandoned properties                         37,371             - 
   Impairment of long-lived assets                          338,318       930,439 
                                                       -------------  ------------

Total operating expenses                                  1,403,918     1,747,443 
                                                       -------------  ------------

Net loss                                               $ (1,403,918)  $(1,747,443)
                                                       =============  ============

Basic and diluted net loss per share                   $       (.01)  $      (.03)
                                                       =============  ============

Basic and diluted weighted average shares outstanding   100,909,302    69,230,686 
                                                       =============  ============
</TABLE>

                                        7
<PAGE>
<TABLE>
<CAPTION>
                                              LOCH HARRIS, INC.
                               CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                     SIX MONTHS ENDED JUNE 30, 1997 AND THE YEAR ENDED DECEMBER 31, 1996

                                                                                 Retained
                                   Number of                  Additional         Earnings
                                    Shares       Amount     Paid in Capital      (Deficit)         Total
                                  -----------  ----------  -----------------  --------------  ---------------
<S>                               <C>          <C>         <C>                <C>             <C>
BALANCE AT DECEMBER 31, 1995       54,884,385  $  109,769  $     10,251,345   $(  8,982,448)  $    1,378,666 
Common stock issued for:
   Services                        39,601,467      79,203           181,341               -          260,544 
   Cash                                78,533         157               432               -              589 

Increase in par value of common
stock to $0.01 per share                    -     756,515        (  756,515)              -                - 

Stock options issued                        -           -            15,000               -           15,000 

Net loss                                    -           -                 -    (  1,747,443)     ( 1,747,443)
                                  -----------  ----------  -----------------  --------------  ---------------

BALANCE AT DECEMBER 31, 1996       94,564,385  $  945,644  $      9,691,603   $ (10,729,891)  $(      92,644)

Common stock issued for:
   Services                        11,615,000     116,150           606,840               -          722,990 
   Purchases of property
       and equipment                4,000,000      40,000           416,000               -          456,000 


Additional cash contribution                                                              - 
    (Note5)                                 -           -         1,009,065                        1,009,065 

Net loss                                    -           -                 -      (1,403,918)   (   1,403,918)
                                  -----------  ----------  -----------------  --------------  ---------------

BALANCE AT JUNE 30, 1997          110,179,385  $1,101,794  $     11,723,508   $ (12,133,809)  $      691,493 
                                  ===========  ==========  =================  ==============  ===============
</TABLE>

                                        8
<PAGE>
<TABLE>
<CAPTION>
                                     LOCH HARRIS, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
            SIX MONTHS ENDED JUNE 30, 1997 AND THE YEAR ENDED DECEMBER 31, 1996

                                                                    1997          1996
                                                                ------------  ------------
<S>                                                             <C>           <C>
Cash flows from operating activities:

   Net loss                                                     $(1,403,918)  $(1,747,443)
                                                                ------------  ------------
   Adjustments to reconcile net loss to net cash
   Provided by operating activities:
      Depreciation and amortization                                   3,034       540,061 
      Impairment of long-lived assets                               338,318       930,439 
      Common stock issued for services                              722,990       260,544 
      Stock options granted for services                                  -        15,000 
      Decrease in accounts payable                                  (63,479)            - 
      Increase in accrued liabilities                                18,442             - 
                                                                ------------  ------------
      Total adjustments                                           1,019,305     1,746,044 

Net cash used for operating activities                             (384,613)       (1,399)

Cash flows from investing activities:
      Cash payments for the purchase of property and equipment     (269,736)            - 

Cash flows from financing activities:
      Contribution of capital                                     1,009,065             - 
      Proceeds from sale of common stock                                  -           589 
                                                                ------------  ------------

Net increase (decrease) in cash                                     354,716          (810)

Cash and cash equivalents - beginning of year                             -           810 
                                                                ------------  ------------

Cash and cash equivalents - end of year                         $   354,716   $         - 
                                                                ============  ============

Supplemental disclosures of cash flow information
   Common stock issued for services                             $   722,990   $   260,544 
                                                                ============  ============
   Stock options issued for services                            $         -   $    15,000 
                                                                ============  ============
</TABLE>

                                        9
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         SIX MONTHS ENDED JUNE 30, 1997 AND YEAR ENDED DECEMBER 31, 1996

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

NATURE  OF  BUSINESS  AND  ORGANIZATION:
Loch  Harris, Inc. (the "Company") (formerly Eclectix, Inc.) was organized under
the  laws of the State of Nevada on March 13, 1985.  On July 31, 1988, Eclectix,
Inc.  entered into an agreement and plan of reorganization with the shareholders
of Loch Harris Energy, Inc., in which Eclectix, Inc. acquired 100% of the common
stock of Loch Harris Energy, Inc.  As part of the reorganization, Eclectix, Inc.
changed  its  name  to  Loch  Harris,  Inc.

Prior  to  1990,  the  Company was involved in the acquisition, development, and
production  of  oil  and  gas reserves.  During 1989, severe economic conditions
forced  the  Company  to  cease operations and the Company remained in a dormant
state  until  1993.  During  the  year  ended  December  31,  1993,  the Company
purchased  P.C.  Sentry,  Inc. which owned an advanced electronic monitoring and
notification  system  (Sentry  93000).  Also the Company purchased an electronic
telephone  message  software  program  (InfoNotes).  The  Company is involved in
research  and  development of the intellectual properties, particularly computer
software  solutions.

During  the  first  six  months of 1997, the Company purchased an interest in an
Oklahoma  oil  and  gas  operation  and  purchased  selected  assets,  including
technology,  designs  and  working  papers  for a solar pump.  Additionally, the
Company  entered  into  a  joint  venture  agreement to purchase Tuli Cattle for
development  and  reproduction.

Also  the  Company  purchased all of the common stock of AgraTech International,
Inc.  in  January  1997,  and  InfoTech  International, Inc. in April 1997.  The
companies  are  inactive  at  the  present  time.

GOING  CONCERN:
As  shown  in  the  accompanying  consolidated financial statements, the Company
incurred  net  losses of $1,403,918 and $1,747,443 for the six months ended June
30,  1997  and  the  year  ended December 31, 1996, respectively. For the period
subsequent to June 30, 1997, the Company anticipates contributions by interested
investors  and  the  issuance  of  additional  common stock to provide operating
expenses  and funding for the purchase of new products.  These funds will enable
the  Company to produce a level of revenue necessary to provide the Company with
positive  cash  flow,  adequate working capital and positive earnings during the
next  fiscal  year.

The  financial statements do not include any adjustments that might be necessary
if  the  Company  is  unable  to  continue  as  a  going  concern.

PRINCIPLES  OF  CONSOLIDATION:
The  accompanying  consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries AgraTech International, Inc., InfoTech
International,  Inc., P.C. Sentry, Inc., and Loch Harris Energy, Inc., which are
all  inactive.  All significant intercompany accounts and transactions have been
eliminated  in  consolidation.

CASH  AND  CASH  EQUIVALENTS:
For  purposes  of  the  Statement  of  Cash  Flows,  the  Company  considers all
investments  with  maturities  of three months or less when purchased to be cash
equivalents.  The  Company  has no investments classified as cash equivalents on
June  30,  1997  or  December  31,  1996.

                                       10
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         SIX MONTHS ENDED JUNE 30, 1997 AND YEAR ENDED DECEMBER 31, 1996

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED
------------------------------------------------------------------------

EQUIPMENT:
Equipment is recorded at cost.  Depreciation is computed using the straight-line
method  over  the  estimated  useful lives of the assets of five to seven years.
Ordinary  maintenance  and  repairs  are  expensed  as  incurred.

OIL  AND  GAS  PROPERTIES:
The  Company  uses  the  successful efforts method of accounting for oil and gas
producing  activities.  Costs  to  acquire  mineral  interests  in  oil  and gas
properties,  to drill and equip exploratory wells that find proved reserves, and
to  drill  and  equip  development  wells  are  capitalized.  Costs  to  drill
exploratory  wells  that do not find proved reserves, geological and geophysical
costs,  and  costs  of  carrying and retaining unproved properties are expensed.

Unproved  oil  and  gas  properties  that  are  individually  significant  are
periodically  assessed  for impairment of value, and a loss is recognized at the
time  of  impairment  by  providing  an  impairment  allowance.  Other  unproved
properties  are  amortized  based  on  the  Company's  experience  of successful
drilling and average holding period.  Capitalized costs of producing oil and gas
properties,  after considering estimated dismantlement and abandonment costs and
estimated salvage values, are depreciated and depleted by the unit-of-production
method.  Support equipment and other property and equipment are depreciated over
their  estimated  useful  lives.

On the sale or retirement of a complete unit of a proved property, the costs and
related  accumulated  depreciation,  depletion,  and amortization are eliminated
from  the  property  accounts, and the resultant gain or loss is recognized.  On
the  retirement  or sale of partial unit of proved property, the cost is charged
to  accumulated  depreciation, depletion, and amortization with a resulting gain
or  loss  recognized  in  income.

On  the  sale  of  an  entire  interest in an unproved property for cash or cash
equivalents,  gain  or loss on the sale is recognized, taking into consideration
the  amount  of  any  recorded  impairment  if  the  property  had been assessed
individually.  If a partial interest in an unproved property is sold, the amount
received  is  treated  as  a  reduction  of  the  cost of the interest retained.

REVENUE  RECOGNITION:
Revenues  from the sale of the Company's products are recognized when persuasive
evidence  of  an  arrangement exists, delivery has occurred, the customer fee is
fixed  and collection is probable.   The Company recorded no revenues during the
six  months  ended  June  30,  1997  or  the  year  ended  December  31,  1996.

INCOME  TAXES

The  Company accounts for income taxes using the liability method as required by
Statement  of Financial Accounting Standards No. 109 ("FAS 109"), Accounting for
Income  Taxes.  Deferred  tax  assets  and  liabilities  are determined based on
differences  between  the  financial  statement  and  tax  basis  of  assets and
liabilities  using  enacted  tax  rates expected to be in effect for the year in
which  the  differences  are  expected  to  reverse.  The net change, if any, in
deferred  tax asset and liabilities is reflected in the statement of operations.

                                       11
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         SIX MONTHS ENDED JUNE 30, 1997 AND YEAR ENDED DECEMBER 31, 1996


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED
------------------------------------------------------------------------

USE  OF  ESTIMATES:
The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  results.

NOTE  2  -  OIL  AND  GAS  PROPERTIES
-------------------------------------

During  the  six ended June 30, 1997, the Company purchased for $100,000 of cash
and 4,000,000 shares of the Company's common stock, an 80% interest in leasehold
estates  in  Okmulgee County, Oklahoma which includes existing equipment. Due to
the  restrictions on the common stock (Rule 144), the common stock was valued at
20%  of  the  quoted stock price of $0.57 on the date of the sale.  No value was
assigned to the equipment due to the wells requiring substantial workovers to be
productive.

Due  to  the  valuation  of  the  reserve  estimates,  the recoverability of the
carrying  amounts of these assets is questionable. As a result, pursuant to FASB
Statement  No.  121,  Accounting  for  Impairment  of  Long-Lived Assets and for
Long-Lived  Assets  to  be  Disposed  Of,  an  impairment  of  $338,318 has been
recognized for this property and included as a component of income before income
taxes  under  the caption "Impairment of long-lived assets."  In calculating the
impairment  loss,  fair  value  was  determined by reviewing the discounted cash
flows  of  future  sales.

<TABLE>
<CAPTION>
                                                                    1997
                                                                  --------
<S>                                                               <C>
Capitalized costs relating to oil and gas producing activities:
   Proved undeveloped oil and gas properties (at 80%)              560,012
   Less impairment                                                 338,318
       Net capitalized costs                                      $221,694
                                                                  ========
</TABLE>

NOTE  3  -  PROPERTY  AND  EQUIPMENT
------------------------------------

Property  and equipment at June 30, 1997 and December 31, 1996, consisted of the
following:

<TABLE>
<CAPTION>
                                 1997     1996
                               --------  -------
<S>                            <C>       <C>
Office equipment               $ 38,249  $18,524
Vehicles                         12,000        -
Cattle breeding herd             75,000        -
Less accumulated depreciation    12,907   10,924
Net property and equipment     $112,342  $ 7,600
                               ========  =======
</TABLE>

Depreciation  expense,  which is calculated on a straight-line basis, was $1,983
for  the  six  months ended June 30, 1997 and $2,731 for the year ended December
31,  1996.

                                       12
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         SIX MONTHS ENDED JUNE 30, 1997 AND YEAR ENDED DECEMBER 31, 1996

NOTE  4  -  OTHER  ASSETS
-------------------------

Other  assets  as  of  December  31,  1996  consisted  of  computer software and
intangible  assets  including an advanced electronic monitoring and notification
system  and  an  electronic  telephone message software program in the amount of
$2,671,875  acquired  in  1993.  Amortization  of  capitalized costs is computed
using the straight-line method over the remaining estimated economic life of the
product  of  5  years.

Subsequent  to  the  year  ended  December 31, 1996, the Company determined that
significant  cash  requirements  for  additional  research  and  development are
required  before  the  products  would  be  available  for sale.  As a result of
limited  available  resources  and  the  need  for  significant  research  and
development,  Company's  management  made a thorough evaluation of the Company's
operations,  including  among  other  things,  the  carrying value of long-lived
assets.  Effective  December  31,  1996, management determined that based on the
current  market  conditions and an analysis of the projected undiscounted future
cash  flows  calculated  in  accordance with the provisions of SFAS No. 121, the
carrying amount of its computer software and intangibles may not be recoverable.
The resultant impairment of these long-lived assets necessitated a write-down of
$930,439  of  the  assets  acquired  in  1993.

During  the  six  months  ended  June  30,  1997,  the  Company patented certain
technologies  related  to  an  advanced  electronic  monitoring and notification
system  and  purchased  technology, designs and working papers for a solar pump.

<TABLE>
<CAPTION>
                                  1997        1996
                               ----------  ----------
<S>                            <C>         <C>
Computer software              $2,671,875  $2,671,875
Solar pump technology              42,500           -
Other intangible assets            31,275      14,775
Less accumulated amortization
and impairment                  2,687,702   2,686,650
Other assets, net              $   57,948  $        -
                               ==========  ==========
</TABLE>


NOTE  5  -  SHAREHOLDER  EQUITY
-------------------------------

During  the six months ended June 30, 1997 and the year ended December 31, 1996,
the  Company  issued  11,615,000  and  39,601,467  shares  of  common  stock
respectively,  subject  to  Rule  144 for employee compensation, consultants and
professional  fees.  The  common  stock  was recorded as a charge to earnings as
applied  under  APB  No.  25  in  the  amount  of  $722,990 and $260,544 for the
respective  periods.  Additionally,  during  the six months ended June 30, 1997,
the  Company  issued  4,000,000  shares  of common stock for the purchase of the
Oklahoma  oil  and  gas  operations  (see  Note  2).

On  August 8, 1996,  the Company amended its articles of incorporation to change
its  authorized  shares of common stock to 100,000,000 shares at $0.01 par value
per  share.  The  change necessitated an increase in common stock and a decrease
in  additional  paid-in  capital  in  the  amount  of  $756,515.

                                       13
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         SIX MONTHS ENDED JUNE 30, 1997 AND YEAR ENDED DECEMBER 31, 1996

NOTE  5  -  SHAREHOLDER  EQUITY  -  CONTINUED
---------------------------------------------

During  the  six months ended June 30, 1997, the Company authorized the issuance
of 10,179,385 shares of common stock in excess of common stock authorized by the
State of Nevada.  As of June 30, 1997, uncertified shares amounted to 16,250,000
shares  and  were not issued until the articles of incorporation were amended on
October  15,  1997,  authorizing  300,000,000  shares  of  common  stock.

As  of  June 30, 1997, the Company had received $1,009,065 from a stockholder in
connection  with  an  option  for  the right to purchase certain assets from the
Company.  Since  the  assets  were  not  developed  and  the  option lapsed, the
$1,009,065  was  recorded  as  additional  paid  in  capital.

NOTE  6  -  STOCK  OPTIONS  AND  WARRANTS
-----------------------------------------

A  summary  of the status of the Company's stock options as of June 30, 1997 and
December  31,  1996  is  presented  below:

<TABLE>
<CAPTION>
                                        1997        1996
                                     ----------  ----------
<S>                                  <C>         <C>
Options outstanding                  13,500,000  12,000,000
Options granted                               -   1,500,000
Options exercised                             -           -
Options canceled                              -           -
Options outstanding and exercisable  13,500,000  13,500,000
                                     ==========  ==========
</TABLE>

The  following  table  summarizes the information about stock options as of June
30,  1997  and  December  31,  1996:

<TABLE>
<CAPTION>
                                      Weighted
                                       Average          Weighted                            Weighted
  Range of                            Remaining          Average                             Average
  Exercise      Number       Date    Contractual     Exercise Price        Number        Exercise Price
   Price      outstanding  Granted      Life         (Total Shares)      Exercisable     (Exer. Shares)
------------  -----------  --------  -----------  ---------------------  -----------  ---------------------
<S>           <C>          <C>       <C>          <C>                    <C>          <C>
        .25     4,000,000  12/18/94      5 years  $                 .25    4,000,000  $                 .25
        .25     4,000,000    6/1/95      5 years                    .25    4,000,000                    .25
        .25     4,000,000    7/1/95      5 years                    .25    4,000,000                    .25
        .01     1,000,000   7/26/96      5 years                    .01    1,000,000                    .01
        .01       500,000   7/26/96      5 years                    .01      500,000                    .01
============  -----------  ========  ===========  =====================  -----------  =====================
        .01-
        .25    13,500,000                5 years  $                 .22   13,500,000  $                 .22
============  ===========            ===========  =====================  ===========  =====================
</TABLE>

All  options were granted to consultants for services which expire in years 1999
through  2001.

Each  stock  option  granted  can  be  exercised  for one share of common stock.

Stock  options granted to consultants for the year ended December 31, 1996, have
been  recorded  as  compensation  as  applied  under APB No. 25 in the amount of
$15,000.

                                       14
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         SIX MONTHS ENDED JUNE 30, 1997 AND YEAR ENDED DECEMBER 31, 1996

NOTE  7  -  INCOME  TAXES
-------------------------

A  reconciliation of income tax at the statutory rate to the Company's effective
rate  follows:

<TABLE>
<CAPTION>
                                                        1997               1996
                                                  -----------------  -----------------
<S>                                               <C>                <C>
Computed at the expected statutory rate (credit)  $    (   477,000)  $    (   594,000)
                                                  -----------------  -----------------
Valuation allowance                                        477,000            594,000 
                                                  -----------------  -----------------
Income tax                                        $              -   $              - 
                                                  =================  =================

Deferred tax assets are as follows:
Net operating loss carryforward                   $     (4,125,000)  $     (3,648,163)
                                                  -----------------  -----------------
Option for purchase of assets                              343,000                  - 
                                                  -----------------  -----------------
Valuation allowance                                      3,782,000          3,648,163 
                                                  -----------------  -----------------
                                                  $              -   $              - 
                                                  =================  =================
</TABLE>

The  Company  had  cumulative  net operating loss carryforwards of approximately
$12,134,000  and  $10,700,000  at  June  30,  1997  and  December  31,  1996,
respectively,  for  federal  tax  reporting  purposes.  The  net  operating loss
carryforwards  expire  in  varying amounts beginning in the year 2002 and may be
limited  due  to  the  types  of  business  the  Company  may  engage.

NOTE  8  -  EARNINGS  PER  SHARE
--------------------------------

The  following  data  details  the  amounts used in computing earnings per share
(EPS)  and  the  weighted  average number of shares of dilutive potential common
stock.

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                  1997         1996
                                               -----------  ----------
<S>                                            <C>          <C>
Weighted average number of common shares
issued in basic EPS                            100,909,302  69,230,686
                                               -----------  ----------
Effect of dilutive securities:
Stock options                                            -           -
                                               -----------  ----------
Weighted average number of common shares
and dilutive potential common stock used in
diluted EPS                                    100,909,302  69,230,686
-------------------------------------------    ===========  ==========
</TABLE>

Stock  options  convertible  into  13,500,000  shares  of  common stock were not
included in computing diluted EPS for the six months ended June 30, 1997 and the
year  ended  December  31,  1996  because  their  effects  were  antidulutive.

                                       16
<PAGE>
                         BROWN, GRAHAM AND COMPANY, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS


To  the  Board  of  Directors
Loch  Harris,  Inc.


Our  report  on our audit of the basic financial statements of Loch Harris, Inc.
for  the  six  months  ended  June 30, 1997 and the year ended December 31, 1996
appears  on  page  6.  Those audits were conducted for the purpose of forming an
opinion  on  the  basic  financial  statements  taken as a whole.  The following
supplemental  reserve  information  is  presented  for the purpose of additional
analysis  and  is  not  a required part of the basic financial statements.  Such
information  has  not  been  subjected to the auditing procedures applied in the
audits  of  the  basic  financial  statements,  and,  accordingly, we express no
opinion  on  it.


                                 /S/     Brown,  Graham  and  Company,  P.C.

Georgetown,  Texas
March  8,  1999

                                       17
<PAGE>
                  SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED)
                               AS OF JUNE 30, 1997


The  following  estimates  of  proved undeveloped reserve quantities and related
standardized  measure of discounted net cash flow are estimates only, and do not
purport  to  reflect  realizable  values  or fair market values of the Company's
reserves.  The  Company  emphasizes  that  reserve  estimates  are  inherently
imprecise and that estimates of new discoveries are more imprecise than those of
producing  oil and gas properties.  Accordingly, these estimates are expected to
change  as  future information becomes available.  All of the Company's reserves
are  located  in  the  United  States.

Proved  reserves  are  estimated reserves of crude oil (including condensate and
natural  gas  liquids)  and  natural  gas  that  geological and engineering data
demonstrate  with  reasonable  certainty  to be recoverable in future years from
known  reservoirs  under  existing  economic  and  operating conditions.  Proved
undeveloped  reserves are those expected to be recovered through existing wells,
equipment,  and  operating methods, but that require a major capital expenditure

The  standardized  measure  of  discounted  future net cash flows is computed by
applying  year-end  prices  of  oil and gas (with consideration of price changes
only to the extent provided by contractual arrangements) to the estimated future
production  of  proved  oil  and gas reserves, assuming continuation of existing
economic  conditions.  The  estimated  future net cash flows are then discounted
using a rate of 6.5 percent a year to reflect the estimated timing of the future
cash  flows.

<TABLE>
<CAPTION>
                                                                    Oil *(Bbls)  Gas (Mcf)
                                                                    -----------  ----------
<S>                                                                 <C>          <C>
Proved undeveloped reserves                                              26,866    267,247

Standardized measure of discounted future net cash flows
   at June 30, 1997:
      Future cash inflows                                                        $ 856,884 
      Future production                                                           (252,090)
      Future development costs                                                    (294,420)
      Net cash flow undiscounted                                                   310,374 
      Future net cash flows 6.5% annual discount  for estimated
        timing of cash flows                                                       (88,680)
Standardized measures of discounted future net cash flows relating
    to proved undeveloped oil and gas reserves                                   $ 221,694 
                                                                                 ==========
<FN>

*Oil  reserves  shown  include condensate only.  Oil volumes are expressed in barrels which
are  equivalent  to  42  United  States gallons.  Gas volumes are expressed in thousands of
standard  cubic  feet  (MCF)  at  the  contract  temperature  and  pressure  bases.
</TABLE>

                                       18
<PAGE>
ITEM  8  -  CHANGES  IN/DISAGREEMENTS  WITH  ACCOUNTANTS

None.
                                    PART III

ITEM  9  -  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL PERSONS

The following table identifies the Company's directors and executive officers as
of  June  30,  1997.

<TABLE>
<CAPTION>
NAME                  AGE         TITLE         PERIODS OF SERVICE
<S>                   <C>  <C>                  <C>
R. B. Baker            68  President               1988 to present
                           CEO
                           Director

Charles M. Blackwell   51  Director                1997 to present

Rodney A. Boone        48  COO                     1997 to present
                           Director

Mark E. Baker          43  Sr. Vice President      1997 to present
                           Secretary/Treasurer
                           Director

Mathew B. Harris       25  Sr. Vice President      1997 to present
                           Director
</TABLE>

None  of  the  above  named  directors  hold  directorships  in  other reporting
companies.  All  directors  serve  until the next annual meeting of stockholders
and  the  concurrent  election  of  directors.

R.  B.  Baker has been President and director of the Company since 1988.  He has
also  served  as  shareholder  relations director since 1988.  His background in
public  relations, human resources, management, travel, real estate, investments
and  finance  equips  him  to  serve  as  leader  of  the  Company.

Charles  Blackwell joined the Company's Board of Directors in 1997, bringing his
experience  in  management  of  a  56,000-acre  ranch  that  ranges across three
counties.  He  has  developed  an  artificial  insemination  and embryo transfer
program  for  a  750-head  commercial  cow-calf  operation,  a  200-head herd of
registered  Shorthorn  and  Brangus, and 65-head of registered thoroughbreds and
quarterhorses.  He  has  been  president of his own agribusiness consulting firm
since  1995.  He  holds a  Master of Science degree in Range Animal Science from
Sul  Ross  State  University.  He has completed further study toward a Master of
Science  on  the  effects  of  minerals  on  production and reproduction in beef
cattle.

Rodney  Boone  is  an  engineer  who  holds three advanced degrees from Stanford
University.  Before coming to the Company in 1997, he was owner and president of
a  California  company engaged in consulting, project management and real estate
development.  He  has  had  two  decades  of success in managing massive complex
projects,  including  construction of permanent facilities for the Diablo Canyon
nuclear  power  plant.

Mark  E.  Baker  joined  the Company in May 1997.  He attended Baylor University
before  receiving  degrees in business management and finance-economics from the
University  of  Mary-Hardin  Baylor.  He  owned  a  real  estate  investment and
management  company  before  joining  the  Company.  He  has  outstanding
administration  and financial skills sharpened by experience in detail-intensive
positions.   Mark  E.  Baker  is the son of the Company's President, R B. Baker.

Mathew B. Harris holds two undergraduate business degrees from Baylor University
with  a concentration in advertising, marketing and strategic management.  Since
1997, he directs marketing, strategic and organizational issued for the Company.

                                       19
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION

The  following  table  summarizes compensation paid during the last three fiscal
years  to  the  Company's  executive  officers  and  directors.

<TABLE>
<CAPTION>
Name                Year  Salary   Bonus   Other Annual   Securities     Underlying   LTIP      All Other
And                                        Compensation   Restricted     Options      Payouts   Compen-
Principal Position                                        Stock Awards   SARs                   sation
------------------  ----  -------  ------  -------------  -------------  -----------  --------  ----------
<S>                 <C>   <C>      <C>     <C>            <C>            <C>          <C>       <C>
R. B. Baker - CEO   1997  $ 6,667  $  -0-  $         -0-  $     115,000  $       -0-  $    -0-  $    4,500
                    1996      -0-     -0-            -0-         27,000       10,000       -0-         -0-
                    1995      -0-     -0-            -0-         45,000          -0-       -0-         -0-
</TABLE>


ITEM  11-  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

<TABLE>
<CAPTION>
                              Name and         Amount and
                             address of        nature of
                             beneficial        beneficial  Percent of
Title of class                 owner             owner       Class
--------------       ------------------------  ----------  -----------
<S>                  <C>                       <C>         <C>

Common                       R.B. Baker        9,500,000        8.6%
                         14205 Burnet Rd.        shares
                         Austin, TX 78728

Common                 Harris Partners, Ltd.   37,250,000      33.8%
                        587 Hummingbird Ln       shares
                     Fredericksburg, TX 78624
</TABLE>

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

During  the  six  months  ended  June  30,  1997,  the  Company received capital
contributions  from  Harris  Partners  Ltd.  totaling  $1,009,065.

                                     PART IV

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K
None.

SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) 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.


Date  March  19,  1999              By /s/ Dr.  R.B.  Baker
      ----------------                     -------------------------------------
                                           Dr. R.B. Baker, Chairman of the Board

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934,  this
report  has  been  signed  below  by  the  following  persons  on behalf of this
Registrant  and  in  the  capacities  and  on  the  dates  indicated.


Signature                Capacity                          Date
---------                --------                          ----

/S/ Dr. R.B. Baker       Chairman of the Board             March 19, 1999
------------------                                         --------------
Dr. R.B. Baker


/S/  Mark  Baker         Secretary/Treasurer               March 19, 1999
------------------                                         --------------
Mark  Baker

<PAGE>