FORM 10-KSB

                 SECURITY AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

 X   Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 31, 1996.
                                OR
     Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

                    Commission File No. 0-9249

                    UNITED TRANS-WESTERN, INC.
      (Exact name of registrant as specified in its charter)

                     Delaware                      75-1519286
           (State of other jurisdiction of     (I.R.S. Employer
            incorporated or organization)     Identification No.)

                 4809 Cole Avenue
                     Suite 340
                  Dallas, Texas                      75205
     (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code: (214) 526-1294

   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 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 of the past 90 days.

               YES   X             NO      

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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 in Part III of this Form
10-KSB, or any amendment to this Form 10-KSB.

               YES   X             NO      

     The registrant's revenues for its most recent fiscal year were zero.

     The aggregate market value of the voting stock held by nonaffiliates of
the registrant is not presently determinable.  See "Item 5. Market for
Registrant's Common Stock and Refitted Stockholder Matters."

     The number of shares outstanding of each of the registrant's classes of
common stock, as of March 14, 1997, was 8,698,842 shares of common stock.

     Transactional Small Business Disclosure Format (check one):

               YES   X             NO      


                              PART I

<PAGE>
Item 1.   Description of Business

Development of Business

     The Company emerged from bankruptcy in August 1986 and was actively
engaged in the business of acquiring and developing oil and gas properties
until January 1994, when it sold all of its remaining oil and gas properties.
The proceeds from the property sale were used to repay all of the Company's
bank debt and a significant portion of its indebtedness to affiliates.

Business Activity

     The Company is engaged, through its Hong Kong based subsidiary and in
conjunction with two other parties, in negotiations with Huayang Petroleum
Exploration and Development Corporation ("HYPC") for rights to enhance and
develop seven existing Chinese oil fields in Jiangsu Province, China.
As negotiations continue, it is anticipated that the Company will attempt
to involve one or more experienced oil and gas exploration and production
companies to perform field operations and to provide project financing.
There is no assurance that the negotiations with HYPC will be successful or
that the Company will be able to locate and engage an appropriate industry
participant to provide the necessary field operations and project financing.

     Except for the negotiations with HYPC, the Company is not engaged at
present in any business activities.  Management, however, continues to look
for opportunities to grow the Company.  In this regard, it is anticipated
that the Company will grow, at least initially, by acquiring assets,
properties and businesses through the issuance of equity or by arranging
third party financing, or by a combination of both.  There is no assurance,
however, that the Company will identify any desirable acquisition or that
the Company will be able to complete any acquisition on acceptable terms.

     The Company does not have any paid employees at present.


Item 2.   Properties

Corporate Headquarters

     The Company's corporate headquarters are currently located in 1,487 square
feet of leased office space in Dallas, Texas.  The space is leased by
PremierCap Ltd. an affiliate of the President of the Company ("Premier"),
but the Company shares this space with Premier based upon an informal
overhead allocation arrangement between the Company and Premier.  The
Company's allocation is currently 30 percent of this office space,
or approximately 446 square feet.  To date, Premier has not charged the
Company for the use of this office space.  See also, "Item 13. 
Certain Relationships and Related Transactions."

Other Properties

     The Company does not own or lease any properties at present and has not
owned or leased any properties since it disposed of its oil and gas
properties in January 1994.  See, "Item 1. Description of Business-
Development of Business and Item 6. Management's Discussion and
Analysis or Plan of Operation- Management's Discussion and Analysis."

<PAGE>

Item 3.   Legal Proceedings

     There are no material pending, or to the Company's knowledge, threatened
lawsuits against the Company requiring disclosure under this Item 3.


Item 4.   Submissions of Matters to a Vote of Security Holders

     During the fourth quarter of the year ended December 31, 1996, no matters
were submitted to a vote of security holders through solicitation of proxies
or otherwise.



                             PART II


Item 5.   Market for the Registrant's Common Equity and Related Stockholder
Matters

     The Company is not aware of any public market for its common stock nor of
any quotations for its stock and no assurances can be given that a viable
trading market will develop.  As of March 14, 1997, there were approximately
900 record holders of common stock of the Company. The Company has not paid
dividends on its common stock and the Board of Directors presently
intends to continue a policy of retaining any earnings for use in the Company's
operations.


Item 6.   Management's Discussion and Analysis or Plan of Operation

Plan of Operation

     The Company has been inactive since January 1994 and, with the exception of
a portion of the $160,000 raised by the Company through the private
placement of 160,000 shares of its common stock to Renwood Capital
Corporation in the first quarter of 1997 to fund certain costs and expenses
related primarily to the negotiations with HYPC, all of the funds necessary to
date to cover the Company's general and administrative costs have come from
loans from affiliates.  In December 1996, all but $11,053 of these loans
were converted to equity.   See "Item 12. Certain Relationships and Related
Transactions."

     As stated under "Item 1. Description of Business-Business Activity," the
Company intends to attempt to identify and make acquisitions.  However, any
such attempt will require, at least initially, that the Company obtain
financing through the issuance of securities, or by arranging third party
financing, or a combination of both.  There are no assurances that the Company
will identify any desirable acquisition or that the Company will have access
to funding to complete any acquisition.  Until such an acquisition and
funding is consummated, management anticipates that funding of the Company's
continuing general and administrative costs will continue to come from
loans from, and equity sales to, affiliates.

Management's Discussion and Analysis

     In January 1994, the Company completed the sale of all of its remaining oil
and gas properties to Premier and used the proceeds to reduce outstanding
indebtedness.  Details of the sale were included in an Information Statement
mailed to stockholders and filed with the Securities and Exchange Commission
on January 6, 1994, which Information Statement is incorporated by
reference herein.  This sale left the Company with no oil and gas properties or
other productive assets.  Since this sale, management of the Company has
investigated several acquisition opportunities, but to date no acquisition
has been consummated.  As stated under "Item 1. Description of Business-
Business Activity," the Company and two other parties are currently
negotiating with HYPC to enhance and develop seven existing Chinese oil 
fields, but there is not assurance that the negotiations will be successful
or that the Company will be able to arrange for the necessary expertise and
funding to enhance and develop the fields. 

<PAGE>

     As a result of Company's operational inactivity for all of 1996, the
Company did not have any operating revenues in 1996.  It did, however, incur
the ongoing general and administrative expenses necessary for the Company to
maintain its corporate existence and status as a going concern, resulting in
a loss in 1996.  Since the Company does not at present have any operations
with which to generate revenues to offset continuing general and 
administrative expenses, management expects the Company's losses to
continue for the foreseeable future.

Item 7.   Financial Statements

          The Financial statements filed herewith begin of page F-1 hereof.

<PAGE>


                   INDEPENDENT AUDITOR'S REPORT



The Board of Directors
United Trans-Western, Inc.

We have audited the accompanying balance sheet of United Trans-Western, Inc. as
of December 31, 1996, and the related statements of operations, changes in
stockholders' deficit and cash flows for the years ended December 31, 1996
and 1995.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on the financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit 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 financial statements referred to above present fairly, in
all material respects, the financial position of United Trans-Western, Inc.
as of December 31, 1996, and the results of its operations and its cash
flows for the years ended December 31, 1996 and 1995, 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, in
January 1994 the Company sold substantially all of its oil and gas
properties.  Subsequent to the sale, the Company is without significant assets
or business operations, which raises substantial doubt about its ability to
continue as a going concern.  Management's plans for the Company
are discussed in Note 2(d).  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.






Hein + Associates llp

Dallas, Texas
February 26, 1997



<PAGE>
                    UNITED TRANS-WESTERN, INC.


                            BALANCE SHEET

                          December 31, 1996

                                ASSET


CURRENT ASSET:

    Cash                                                  $        6,400 


                   LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES:

    Accounts payable and accrued expenses                   $     39,224 
    Advances from related parties                                 11,053 

          Total Current Liabilities                               50,277 


STOCKHOLDERS' DEFICIT:

     Common stock, $.01 par value; 50,000,000 shares authorized,
          8,698,842 shares issued and outstanding                 86,988 
     Additional paid-in capital                                1,739,286 
     Accumulated deficit                                      (1,870,151)

               Total Stockholders' Deficit                       (43,877)

               Total Liabilities and Stockholders' Deficit  $      6,400 

                                                                               

<PAGE>
                     UNITED TRANS-WESTERN, INC.

                      STATEMENTS OF OPERATIONS

               Years ended December 31, 1996  and 1995
                                                                 


                                                   1996            1995   


REVENUES                                       $        -       $        -      

COSTS AND EXPENSES:

     General and administrative                     38,596           11,571 
     Interest expense, net                          14,182           19,438 
               Total Costs and Expenses             52,778           31,009 

NET LOSS                                     $     (52,778)    $    (31,009)

NET LOSS PER SHARE                           $          -      $         -

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                          8,494,169        8,425,944 


 
<PAGE>
                     UNITED TRANS-WESTERN, INC.

            STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

    For the Period from January 1, 1995 through December 31, 1996

                                             Additional 
                            Common Stock       Paid-in    Accumulated
                          Shares      Amount   Capital     Deficit    Total    


Balance, 
January 1, 1995       8,425,944 $  84,259 $ 1,469,117 $(1,786,364) $ (232,988)

Net loss                     -         -           -      (31,009)    (31,009)

Balance,
December 31, 1995     8,425,944 $  84,259   1,469,117  (1,817,373)   (263,997)

Conversion of debt
to equity               272,898     2,729     270,169          -      272,898 

Net loss                     -         -           -      (52,778)    (52,778)

Balance,
December 31, 1996     8,698,842 $  86,988 $ 1,739,286 $(1,870,151) $  (43,877)


<PAGE>
                   UNITED TRANS-WESTERN, INC.
                                 
                     STATEMENTS OF CASH FLOWS
                                 
              Years ended December 31, 1996 and 1995


                                                       1996          1995   


CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                                    $  (52,778)   $    (31,009)
     Adjustments to reconcile net loss to net
          cash from operating activities:
               Interest expense paid with
                     common stock                    14,182              - 
               Change in accounts payable
                     and accrued expenses            33,233          21,021 
                         Net cash used in
                          operating activities       (5,363)         (9,988)

CASH FLOWS FROM FINANCING ACTIVITIES -
     Proceeds from advances from stockholders        11,703           9,971 

NET INCREASE IN CASH                                  6,340             (17)
CASH AT BEGINNING OF YEAR                                60              77 
CASH AT END OF YEAR                             $     6,400    $         60 

SUPPLEMENTAL INFORMATION:
   Debt and advances converted into equity      $   272,898              - 

   

<PAGE>
                    UNITED TRANS-WESTERN, INC.        

                    NOTES TO FINANCIAL STATEMENTS

1. Nature of Operations

   United Trans-Western, Inc. (the "Company") emerged from bankruptcy on August
   29, 1986.  The Company is incorporated in Delaware and until January 1994
   was engaged in oil and gas producing activities.  At December 31, 1993,
   Golodetz Corporation ("Golodetz") and certain of its affiliates owned 83%
   of the common stock of the Company.  A substantial majority of these shares
   were sold to another party in January  1994 at which time the Company
   also sold all of its oil and gas properties and paid most of its
   liabilities.

2. Summary of Significant Accounting Policies

     (a)  Income Taxes
          Income taxes are provided for the tax effects of transactions
          reported in the financial statements and consist of taxes currently
          due plus deferred taxes related primarily to differences between
          the financial and income tax reporting bases of assets and
          liabilities. The deferred tax assets and liabilities represent
          the future tax return consequences of those differences, which
          will either be taxable or deductible when the assets and
          liabilities are recovered or settled.

     (b)  Statements of Cash Flows
          For purposes of the statement of cash flows, the Company considers
          cash on deposit and all highly liquid investments with original
          maturities of three months or less to be cash equivalents.

     (c)  Net loss Per Common Share
          Net loss per common share has been computed based upon the weighted
          average number of common shares outstanding during each year.

     (d)  Going Concern
          The accompanying financial statements have been prepared assuming
          that the Company will continue as a going concern.  As discussed
          above, in January 1994 the Company sold substantially all of its
          oil and gas properties.  Subsequent to the sale, the Company has
          been without significant assets or business operations, which
          raises substantial doubt about its ability to continue as a going
          concern. Management intends to attempt to acquire oil and gas
          properties or other businesses or assets by issuing Company stock
          or by arranging financing with third parties in order to return
          the Company to the status of an operating business concern.

     (e)  Use of Estimates
          The preparation of the Company's financial statements in conformity
          with generally accepted accounting principles requires the
          Company's management to make estimates and assumptions that affect
          the amounts reported in these financial statements and accompanying
          notes.  Actual results could differ from those estimates.

                                  




                    UNITED TRANS-WESTERN, INC.

                    NOTES TO FINANCIAL STATEMENTS


3. Liabilities and common stock
 
   During 1996, the Company converted $272,898 of debt payable to one of the
   Company's major stockholders into 272,898 shares of common stock.  The
   debt consisted of $180,767 of notes payable, $43,413 of advances,
   and $48,718 of accrued interest.  As of December 31, 1996, the Company
   has outstanding advances from stockholders totaling $11,053.  The
   advances are non-interest bearing and contain no specific repayment
   terms.

4. Income Taxes

   The Company had substantial Federal income tax net operating loss 
   carryforwards, statutory depletion carryforwards and investment tax
   credit carryforwards available at December 31, 1996. However, following
   a change in control of the Company in January 1994, use of the
   carryforwards were severely limited.  Net operating loss carryforwards
   subsequent to the change in control, which may be applied to offset future
   taxable income, amounted to approximately $120,000 at December 31, 1996
   and will expire in 2009 through 2011.

   The components of the Company's deferred tax assets and liabilities at
   December 31, 1996 and 1995 were as follows:

                                                           December 31          
                                                           1996    1995    

Deferred tax asset - 
     net operating loss carryforward                $     42,000 $    27,000 
Less valuation allowance                                 (42,000)    (27,000)
Net deferred tax                                    $         -   $       -



5. Subsequent Events

   Subsequent to December 31, 1996, the Company entered an arrangement with
   two other parties to acquire an interest in a joint venture with a
   regional Chinese energy company to develop existing oil and gas
   properties in China. The Company also privately placed 160,000 shares of
   newly issued common stock for $160,000.  A portion of the funds was used
   to help fund the preliminary costs of pursuing the joint venture. 
                                  
<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

     For the fiscal year ended December 31, 1996, there were no disagreements
between the Company and Hein + Associates LLP on matters of accounting
principles or practices, financial statement disclosures, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of 
Hein + Associates LLP would have caused it to make a reference to the
subject matter of the disagreements in connection with its reports.


                             PART III


Item 9.   Directors and Executive Officers of the Registrant

     The following table sets forth certain information as of March 14, 1997
concerning the directors and executive officers of the Company:

                       Name           Age               Position

                   J. W. Brown         50            President, Secretary,
                                                     Treasurer and Director

                   Shelia Penn         53            Assistant Secretary


     Each director serves until the next annual meeting of stockholders and
until his successor is duly elected and qualified.  Officers serve at the
discretion of the Board of Directors.

     Mr. Brown has served as a director and officer of the Company since
January 1994.  Mr. Brown is the founder and general partner of Premier
Capital, Ltd, a Texas limited partnership ("PCL"), and its affiliate,
Premier, a Texas limited liability company, both of which are engaged in
providing investment banking services to the energy industry.  Mr. Brown
has served as the General Partner of PCL since its inception in August 1991
and has served as a Manager of Premier since its formation in March 1993.
From January 1989 to August 1991, Mr. Brown was a founder and principal of
Wes-Al Capital Corp., an energy investment banking firm, and prior to that
he was employed in the oil and gas business in private companies which he
formed and managed and in the private practice of law.

     Mrs. Penn has served as an officer of the Company since April 1994.
Mrs. Penn also serves as administrative assistant to the General Partner
of PCL.

Item 10.  Executive Compensation.

     No officer or director received any compensation from the Company during
the year ended December 31, 1996.  The Company has no formal employment
agreement with any of its officers or directors, and has no retirement,
profit sharing, pension or insurance plans covering them.  No officer
received any bonus, restricted stock award, options or stock appreciation
rights, long-term incentive plan payouts, insurance or other benefits from
the Company during the year ended December 31, 1996.

<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth information indicating the Common Stock
beneficially owned as of March 14, 1996, by each director, by all officers
and directors as a group and by each person known to the Company to be the
beneficial owner of more than five percent of the Company's common stock:


                                Amount and Nature of         Percent of 
    Name and Address         Beneficial Ownership (1)(2)       Class

     J. W. Brown                   1,009,459 (3)               11.60
     All Directors and
     officers as a group
     (2 persons)                   1,034,458                   11.89
     New West Resources Inc.       2,000,000                   23.73
     David A. Pallett              2,719,361                   22.99
     Bullard & Associates            505,000                    5.99

                             

(1)  Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
     amended beneficial ownership of a security consists of sole or shared
     voting power (including the power to vote or direct the voting) and/or
     sole or shared investment power (including the power to dispose or to
     direct the disposition) with respect to a security whether through any
     arrangement, understanding, relationship or otherwise.

(2)  Except as otherwise indicated, the named person has sole voting and
     investment power with respect to the Common Stock set forth opposite
     his name.

(3)  Shared voting and investment power with respect to 272,898 of these
     shares as result of being a principal of Premier Capital, Ltd.

 
Item 12.  Certain Relationships and Related Transactions.

     In December, 1996, PCL and the Company consummated a transaction whereby
$272,898 of indebtedness of the Company to PCL was converted, on the basis
of one share of the Company's common stock for each $1.00 of indebtedness,
into 272,898 shares of common stock.

     As described under "Item 2. Properties - Corporate Headquarters," 
Premier furnishes office space to the Company.  To date, Premier has not
charged the Company for use of this office space.


                             PART IV


Item 13.  Exhibits and Reports on Form 8-K.

     A.   The following documents are filed as a part of this Annual Report
on Form 10-KSB:

          3.1  Certificate of Incorporation of the Company annexed as Exhibit B
to the Information Statement for the Annual Meeting of Stockholders held May
31, 1989 and incorporated herein by reference.
     
          3.2  Bylaws of the Company annexed as Exhibit B to the Information
Statement for the Annual Meeting of Stockholders held May 31, 1989 and
incorporated herein by reference.

     B.   Reports on Form 8-K.  The following current reports on Form 8-K
were filed by the Company during the quarter ended December 31, 1995.

               A Form 8-K was filed by the Company on December 24, 1996
reporting on the agreement by New West Resources, Inc. ("NWR") to sell, and
the agreement of Bullard & Associates ("B&A") to purchase, all of the shares
of common stock of the Company owned by NWR, and the assignment by B&A
of the right and option to purchase a portion of those shares to David A.
Pallett, who exercised the option by purchasing 2,719,361 shares from NWR on
December 12, 1996.

<PAGE>

                            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 by on its behalf by the undersigned, thereunto duly authorized, on
the 31 day of March, 1997.


                              UNITED TRANS-WESTERN, INC. 
                              (Registrant)


                              By:  s/s J. W. Brown                             
                                       J. W. Brown
                                       President


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


          Name                   Capacities                     Date
                                
   s/s J. W. Brown         Director, President, Treasurer      3/31/97
       J. W. Brown         (Principal Financial Officer)
                            and Secretary                     


 
<PAGE>

                        INDEX TO EXHIBITS


Exhibit No.


3.1  Certificate of Incorporation of United Trans-Western, Inc. annexed as
Exhibit B to the Information Statement for the Annual Meeting of
Stockholders held May 31, 1989 and incorporated herein by reference.

3.2  Bylaws of United Trans-Western, Inc. annexed as Exhibit B to the
Information Statement for the Annual Meeting of Stockholders held
May 31, 1989 and incorporated herein by reference.

<PAGE>