SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                           FORM 10-QSB
(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
      ENDED NOVEMBER 30, 1996.

[   ] TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
      FROM DECEMBER 1, 1996 TO FEBRUARY 28, 1996.

Commission File Number:  0-13041
                         -------

                ENVIRONMENTAL PLUS, INCORPORATED
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     (Exact name of registrant as specified in its charter)


          Texas                                  75-1939021
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(State or other jurisdiction of                (IRS Employer
incorporation or organization                Indentification No.)


     Route 1, Box 41, Overton, Texas                75684
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(Address of principal executive offices)          (Zip Code)


                         (903)  834-6965
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      (Registrant's telephone number, including area code)


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      (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 Sections 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days.

     Yes  [ X ]          No   [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

         40,371,873 shares of Common Stock, no par value
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    (The number of shares outstanding of each of the issuer's
    classes of common stock, as of the last practicable date)
                                
<PAGE>

                 PART I - FINANCIAL INFORMATION
                                
                                
Item 1.   Financial Statements:

                         Balance Sheets

<TABLE>
<CAPTION>

                   Six Months Ended                   February 28, 1997    August 31, 1996
     <S>                                                    <C>               <C> 
     ASSETS                                                           
     CURRENT                                                                           
          Cash                                              $  17,235         $  10,561
          Accounts receivable - trade                          41,700            47,250
          Note receivable                                     208,936           201,369
          Inventory                                            21,777            43,256
          Other                                                 2,461            16,833
                                                            ---------         ---------
     Total current assets                                     292,109           319,269
                                                                                       
     NOTE RECEIVABLE                                           76,000            76,000
                                                                                       
     PROPERTY, PLANT AND EQUIPMENT                            138,251           144,586
     Other                                                                             
          Goodwill and organization costs- net                 54,350            57,168
                                                            ---------         ---------
                                                            $ 560,710         $ 597,023
     LIABILITIES AND STOCKHOLDERS' EQUITY                             
     CURRENT LIABILITIES                                                               
          Accounts payable                                  $  31,615         $  31,771
          Accrued liabilities                                   1,616               ---
          Line of Credit                                       33,000            33,000
          Notes payable                                        18,000            18,000
                                                            ---------         ---------
     Total current liabilities                                $84,231           $82,771
                                                                                       
     COMMITMENTS AND CONTINGENCIES                                    
                                                                      
     STOCKHOLDERS' EQUITY                                                              
     Preferred   stock,  (100,000,000  authorized;                                     
     $1.00   par,   1,024,000  shares  outstanding                                     
     respectively)                                            466,600           466,600
      Common stock (100,000,000 shares authorized,                                     
     $.001  par, 40,329,136 and 37,735,285  shares                                     
     issued and outstanding respectively)                      40,328            40,328
          Paid in capital                                     666,886           610,224
          Deficit                                            (697,335)         (602,900)
                                                            ---------         ---------
     Total Stockholders' Equity                             $ 476,479         $ 514,252
                                                            ---------         ---------
                                                             $560,710          $597,023

</TABLE>

<PAGE>
                         Statements of Operations
<TABLE>
<CAPTION>

                                               Three Months Ended                 Six Months Ended
                                          February 28,     February 28,      February 28,     February 28,
                                              1997             1996              1997             1996
    <S>                                  <C>              <C>              <C>              <C>
    REVENUE                                                                                               
         Sales                           $    20,054      $       ---      $   241,807     $      ---
         Interest                              8,611              ---           16,111            ---
    Total                                     28,665                           257,918            ---
                                                                         
    COST OF SALES                             (4,616)                          205,860            ---
                                                                         
    GENERAL AND ADMINISTRATIVE                                                                           
         Depreciation and Amortization         4,669              ---            9,153            ---
         Advertisement                           ---              ---              900            ---
         Interest and bank charges             2,120              ---            3,143            ---
         Supplies                                 80              ---              684            ---
         Accounting and auditing              22,600              ---           23,500            ---
         Legal                                31,343              ---           31,343            ---
         Utilities and Telephone                 465              ---            1,840            ---
         Salaries - officers                  37,500              ---           75,000            ---
         Travel                                  ---              ---              683            ---
         Sales Tax                                 9              ---              246            ---
         Other administrative expenses           ---      $     4,000              ---          4,000
                                         -----------      -----------       ----------     ----------
    TOTAL GENERAL AND ADMINISTRATIVE     $    98,786      $     4,000       $  146,492     $    4,000
                                                                         
    NET  INCOME   (LOSS) BEFORE  INCOME      (65,506)          (4,000)         (94,435)        (4,000)
    TAXES AND EXTRAORDINARY ITEM                                         
    INCOME TAXES                                 ---              ---              ---            ---
                                                                                                        
    NET INCOME (LOSS)  BEFORE                (65,506)          (4,000)         (94,435)        (4,000)
      EXTRAORDINARY ITEM
    EXTRAORDINARY ITEM - FORGIVENESS             ---            4,603              ---          4,603
      OF DEBT
    NET INCOME (LOSS)                        (65,506)             603          (94,435)           603
    PER SHARE DATA                                                                                       
         Net income (loss) per share             ---              ---              ---            ---
         Weighted average shares                                                                         
         outstanding                      40,371,873       38,247,785       38,378,609     38,247,785

</TABLE>

<PAGE>
                                        
                         Statements of Cash Flows

<TABLE>
<CAPTION>


                                                     Three Months Ended           Six Months Ended
                                                 February 28,    February 28,   February 28,     February 28,
                                                     1997            1996           1997             1996
    <S>                                          <C>             <C>            <C>              <C>
    Cash Flows from Operating                                                                          
    Activities:
         Income (Loss) from operations           $  (65,506)     $      603     $  (94,435)      $      603
         Adjustments to reconcile income                                                           
         (loss) from operations to cash                                                            
         provided by (used in) operating                                                           
         activities:                                                                               
              Depreciation and                                                                     
                amoritization                         4,669             ---          9,153              ---
              Imputed Officers' Salaries             19,162             ---         56,662              ---
              Change in assets and                                                                 
                liabilities:                                                                       
                   Increase in accounts                                                            
                     receivable - trade             204,416             ---          5,550              ---
                   Decrease in inventory            (21,777)            ---         21,479              ---
                   Decrease in other                                                               
                     assets                          11,872             ---         14,372              ---
                   Increase in accounts                                                            
                     payable                       (138,472)         (8,524)         1,460           (8,524)
                                                  ----------     ----------     ----------       ----------
    Net Cash Flows Provided by                                                                     
         (used in) Operating Activities           $   14,364     $   (7,921)    $   14,241       $   (7,921)

    CASH FLOWS FROM INVESTING                                                                      
    ACTIVITIES                                           ---            ---            ---              ---
    CASH FLOWS FROM FINANCING                                                                      
    ACTIVITIES:                                                                                    
         Sale of common shares                           ---          7,500            ---            7,500
         Collection of note receivable                 2,433            ---          2,433              ---
         Loan on note receivable                     (10,000)           ---        (10,000)             ---
    Net Cash Flows Provided by                                                                     
     (used in) Financing Activities                   (7,567)         7,500         (7,567)           7,500
    INCREASE (DECREASE) IN CASH                        6,797           (421)         6,674             (421)
    Cash at beginning of period                       10,438            421         10,561              421
    CASH AT END OF PERIOD                         $   17,235     $      ---     $   17,235       $      ---
                                                                          

</TABLE>


<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATIONS:

GENERAL

     The Company's results of operations for the quarter ended
February 28, 1997 and the six month period ended February 28,
1997 were significantly affected by the Company's acquisition in
July 1996 of substantially all of the assets of Gulf Coast
Cooling Tower Services, Inc. ("GCCTS"), a company engaged in the
industrial cooling tower services business and to a lesser
degree, the acquisition on or about June 1, 1996 of all of the
issued and outstanding shares of common stock of Fire Zap, Inc.
("FZI"), a company engaged in the business of developing and
marketing fire retardent products.  Virtually all of the
Company's revenues for the quarter ended February 28, 1997 or the
six month period ended February 28, 1997 were derived from
operations resulting from the GCCTS acquisition.  Because Kinlaw
Oil Corporation ("KOC"), the main source of Company revenue
during fiscal 1995,  ceased operations in June 1995, the Company
had no revenue during the quarter ended February 29, 1996.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital at February 28, 1997 was $207,878 compared
to 0 at February 28, 1996.  Cash and cash equivalent had
increased to $17,235.00 during the six months ended February 28,
1997, reflecting the new course of the Company's business.  Cash
and cash equivalent for the six month period ended February 28,
1996 were $421.  During the quarter ended February 28, 1997, cash
was used to fund normal working capital requirements, including
efforts to market FZI products and GCCTS activities.  The  trade
accounts receivable for the period ended February 28, 1997 were
$41,700.00 compared to $0 for the quarter ended February 28,
1996.  The Company had $21,777 in inventory during the quarter
ended February 28, 1997 compared to $0 for the quarter ended
February 28, 1996.  Trade accounts payable for the quarter ended
February 28, 1997  were $31,615 compared to $10,336 for the
quarter ended February 28, 1996.  The increase was due primarily
to payment of accrued expenses during the three month period.

     The Company made no capital acquisitions or improvement
expenditures during the three month period ended February 28,
1997.  While the Company is not anticipating any capital
expenditures over the next two quarters, any funding for
unexpected capital expenditures or improvements will be paid from
cash flows generated through operating activities.  No
significant disposition of equipment occurred during the three
month period ended February 28, 1997 and none is planned during
the next three month period.

     Based upon current operations and internally generated cash
flows, management believes that adequate resources will be
available to meet current and future requirements.

RESULTS OF OPERATIONS

     Gulf Coast Towers, Inc., a wholly owned subsidiary of the
Company ("GCT"), has utilized the assets from GCCTS to continue
with its business.  GCT is currently generating revenues pursuant
to a maintenance contract it entered into with a Texas public
utility company which continues through December 30, 1997.  FZI
experienced some activity in the six months ending February 28,
1997 and contributed $18,443 in sales toward the Company's
revenue for the quarter.

     Revenue and sales from other sources for the quarter ended
February 28, 1997 was $20,054 and $8,611 respectively and
$241,807 and $16,111 respectively for the six month period ended
February 28, 1997 respectively compared to $0 for the same
periods of the last fiscal year.

<PAGE>

     The Company received no revenue from management fees during
the second quarter of fiscal 1996 or the second quarter of fiscal
1995.  The sales revenue for the quarter ended February 28, 1997
as well as the six month period ended February 28, 1997 reflects
the Company's acquisition of the assets of GCCTS and FZI.

     The cost of sales for the quarter ended February 28, 1997
was <$4,616> due to an inventory adjustment, as compared to $0
the second quarter of fiscal 1995.  The cost of sales for the six
month period ended February 28, 1997 was $205,860 as compared to
$0 during the first six months of fiscal 1995.

     During 1996 the officers of the Company determined that they
would not take a salary until cash flow from operations permitted
them to pay each of the three (3) officers $50,000.  Therefore no
salaries were paid in 1996 and none have been paid in 1997.
Salaries and benefits for the quarter ended February 28, 1997
were an imputed $37,500 compared to $0 in the same quarter of the
last fiscal year, and for the six month period ended February 28,
1997 they are an imputed $75,000 as compared to $0 for the same
six month period for the last fiscal year.  The SEC staff has
determined that the historical statement of operations should
reflect all costs of doing business.  Accordingly, officers'
salaries were imputed based upon the actual months in operation
in fiscal 1996.

     The Company has no material commitments for capital
expenditures as of the end of its latest fiscal period.  The
Company intends to continue its efforts to engage in a merger or
acquisition with another company.


PART II

     No "other" information required.





                           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.


                              ENVIRONMENTAL PLUS, INCORPORATED



                              /s/ J. D. Davenport
                              --------------------------------
                              J.D. DAVENPORT, President