U.S. Securities and Exchange Commission
                       Washington, D. C. 20549
                            Form 10-QSB/A
(Mark one)
 X   QUARTERLY   REPORT  UNDER  SECTION  13  OR   15   (d)   OF   THE
     SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996

     TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE     EXCHANGE
     ACT
For the transition period from                       to
Commission file number 0-9458

                      Eagle Exploration Company
       (Exact name of Registrant as specified in its charter)
               Colorado                                  84-0804143

(State  or  other jurisdiction of incorporation      (I.R.S-Employer ID Number)
or organization)
                   1776 Lincoln Street, Suite 1311
                       Denver, Colorado 80203
              (Address of principal executive offices)
                                  
                        (303)     --863-0800
                     (Issuer's telephone number)
                                  
                                None
(Former name, former address and former fiscal year, if changed since
                            last report)

Check  whether the issuer (1) filed all reports required to be  filed
by  Section 13 or 15(d) of the Exchange Act during the past 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

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
             PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities -under a plan confirmed by court.   Yes  X
No

State  the  number  of  shares outstanding of each  of  the  issuer's
classes  of  common  equity,  as  of  the  latest  practicable  date:
3,072,836
Transitional  small  Business  Disclosure  format.-  (check   one)Yes
No -X



                                  1
             EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

               INDEX TO UNAUDITED FINANCIAL STATEMENTS





     PART I    FINANCIAL INFORMATION                                PAGE


     Item 1    Unaudited Condensed Consolidated
               Balance Sheets - June 30, 1996, and March 31, 1996   3

               Unaudited Condensed Consolidated
               Statements of Operations - Three Months Ended
               June 30, 1996 and 1995                               4

               Unaudited Condensed Consolidated
               Statements of Cash Flows- Three Months Ended
               June 30, 1996 and 1995                               5

               Notes to Unaudited Condensed
               Consolidated Financial statements                    6

     Item 2    Management's Discussion and Analysis of Financial
               Condition and Results of Operations                  7


PART II         SIGNATURES                                          8



PART 1                   FINANCIAL INFORMATION

Item 1

             EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
           UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                             June 30,       March 31,
                                               1996            1996
<S>                                          <C>            <C>
                               Assets

     Cash                                    $  2,163       $ 41,387
     Temporary cash investments               596,365            -
     Certificates of deposit                  198,000            -
     Note receivable                               -         500,000
     Other receivables                          3,276          3,822
     Office furniture, equipment   and
      other, net of $211,876 of accumulated
      depreciation at June 30, 1996, and
      $209,321 of accumulated depreciation
      at March 31, 1996                        41,889         44,444
     Other                                     23,387         23,387
     Investment in limited liability company  182,163        546,702

                                           $1,047,243     $1,159,742

                Liabilities and Stockholders' Equity

     Accounts payable                      $    9,955     $   37,251
     Deposits, deferred revenue and other      10,261         10,261
     Total liabilities                         20,216         47,512
   
  Stockholders' equity
      Common stock, no par value;
      authorized 10,000,000 shares;
      3,072,836 shares issued and
      outstanding                           6,632,998      6,632,998
     Accumulated deficit                   (5,605,971)    (5,520,768)
                                            1,027,027      1,112,230

                                           $l,047,243     $1,159,742
</TABLE>

 See Notes to Unaudited Condensed Consolidated Financial Statements
                                  3




             EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                             For the Three  Months Ended
                                                June 30,       June 30,
                                                  1996        1995
<S>                                               <C>       <C>
     REVENUES:
     Interest income                            $   15,750      $   33,292
     Other                                           7,556           9,191

     TOTAL REVENUES                                 23,306          42,483



     EXPENSES:

     Loss on investment in LLC                      44,001              -
     Depreciation                                    2,555           6,211
     Other operating expenses                       61,953          44,853

     TOTAL EXPENSES                                108,509          51,064

     NET INCOME (LOSS)                            $(85,203)      $  (8,581)

     NET INCOME (LOSS) PER SHARE                  $   (.03)      $      *

     Weighted average number of shares
     outstanding                                 3,072,836       3,072,836

     * Less than $.Ol per share

</TABLE>




 See Notes to Unaudited Condensed Consolidated Financial Statements,


                                  4


             EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                  For the Three Months Ended
                                                           June 30,          
                                                      1996          1995
<S>                                               <C>            <C>
     CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                           $   (85,203)   $ (8,581)
     Adjustments to reconcile net income
     (loss) to net cash provided (used)
     by operating activities:
     Depreciation                                      2,555       6,211
     Loss on investment in LLC                        44,001          -
     Change in assets and liabilities:
     (Increase) decrease in accounts receivable          546         227
     (Decrease) in accounts payable                  (27,296)     (3,233)
     Increase in note payable                             -      425,644
     Total adjustments                                19,806     428,849

     NET CASH PROVIDED (USED) BY
     OPERATING ACTIVITIES                            (65,397)    420,268

     CASH FLOWS FROM INVESTING ACTIVITIES:
     Collection of note receivable                   500,000         -
     Redemption (purchase) of certificates of 
      deposit                                       (198,000)    198,001
     Return on (investment in) limited
      liability company                              320,538    (851,288)

     NET CASH FLOWS PROVIDED (USED) BY
     INVESTING ACTIVITIES                            622,538    (653,287)

     NET INCREASE (DECREASE) IN CASH AND
     TEMPORARY CASH INVESTMENTS                      557,141    (233,019)

     CASH AND TEMPORARY CASH INVESTMENTS,
     BEGINNING OF YEAR                                41,387     416,054

     CASH AND TEMPORARY CASH INVESTMENTS,
     END OF THE QUARTER                          $   598,528  $  183,035
</TABLE>


 See Notes to Unaudited Condensed Consolidated Financial statements.

                                  5



             EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Opinion of Management


1.   The  financial  information furnished reflects  all  adjustments
     which  are, in the opinion of management, necessary  to  a  fair
     presentation  of the financial position at June  30,  1996,  and
     March 31, 1996, and of the consolidated statements of operations
     and  consolidated statements of cash flows for the three  months
     ended  June  30,  1995 and 1996.  The results of operations  and
     statements  of  cash  flows for the periods  presented  are  not
     necessarily  indicative of those to be expected for  the  entire
     year.

2.   The  accompanying  unaudited  condensed  consolidated  financial
     statements  have  been  prepared in  accordance  with  generally
     accepted    accounting   principles   for   interim    financial
     information,  with the above mentioned exception.   Accordingly,
     they  do  not  include  all  of the  information  and  footnotes
     required  by  generally  accepted  accounting  principles.   For
     further  information refer to the audited consolidated financial
     statements and notes thereto for the year ended March 31,  1996,
     included in the Company's 10-KSB/A filed with the Securities and
     Exchange Commission on November 18, 1996.









                                  

                                  6



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


Financial Condition, Liquidity and capital Resources

     Cash,  temporary cash investments and certificates  of  deposits
     increased  $557,141 for the quarter ended June 30,  1996.   This
     was  primarily  due  to the collection of a note  receivable  of
     $500,000  and a return on the investment in a limited  liability
     company   reducing  the  Company's  investment  in  the  limited
     liability company.

     Stockholder's  equity  decreased from $1,112,230  to  $1,027,027
     for  the period ended June 30, 1996, primarily due to the result
     of a net loss for the quarter.

Results of Operations

For  the  three  months ended June 30, 1996, compared  to  the  three
months ended June 30, 1995.

     For  the  quarter  ended  June 30,  1996,  the  Company's  total
     revenues  were  $23,306 as compared to $42,483 for  the  quarter
     ended  June  30, 1995.  This reduction in income  was  primarily
     due  to  the  lack of interest income generated in the  previous
     quarter  by  the Company's cash, temporary cash investments  and
     certificates of deposit.

     Total  expenses  for  the  period  ended  June  30,  1996,  were
     $108,509  as compared to $51,064 for the period ended  June  30,
     1995.    The  increase  is  primarily  due  to  the  loss   from
     investment in LLC of approximately $44,000.







                                  7



             EAGLE EXPLORATION COMPANY AND SUBSIDIARIES





PART II

                             SIGNATURES


     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.





                                   EAGLE EXPLORATION COMPANY
                                   (Registrant)



                                   By   /s/ Raymond N. Joeckel
                                        Raymond N. Joeckel
                                        President/Chief Financial Officer




                                   By   /s/ Paul M. Joeckel
                                       Paul M. Joeckel
                                       Secretary



Date:   November 18, 1996



                                  8