SECURITIES AND EXCHANGE COMMISSION

                         Washington,  D.C.  20549


                                 Form 10-Q


[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities    
      Exchange Act of 1934

For the period ended:         January 6, 1996                               

                                    or

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities   
      Exchange Act of 1934

For the transition period from                       to                     


Commission file number:                        0-16226                      

                             ENTREE CORPORATION                             
          (Exact name of Registrant as specified in its charter)

             DELAWARE                                          39-1566009
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                   Identification No.)

      8200 W. Brown Deer Road, Suite 200, Milwaukee,  WI          53223    
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code      (414) 355-0037     


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

                           YES   X     NO       


     At January 31, 1996, the registrant had issued and outstanding an
aggregate of 8,000,000 shares of its common stock. 

<PAGE>
                      Part I - Financial Information

Item 1.  Financial Statements

                    Entree Corporation and Subsidiaries
                   Condensed Consolidated Balance Sheets
                          (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                      January 6,    April 1,
                                                         1996         1995  
                                                      ----------    --------
                                                      (Unaudited)

                                  Assets
<S>                                                   <C>         <C>
Current assets                              
  Cash                                                $  1,220    $  1,653
  Receivables                                            8,507       9,658
  Inventories                                            4,758       4,343
  Other current assets                                     255         262
                                                       -------     -------
    Total current assets                                14,740      15,916

Property and equipment                                   7,455       7,236
Less accumulated depreciation                           (4,267)     (3,863)
                                                       -------     -------
                                                         3,188       3,373

Intangible assets                                          858         881
Other assets                                               355         399 
                                                       -------     -------
                                                      $ 19,141    $ 20,569
                                                       =======     =======
</TABLE>

<TABLE>
<CAPTION>
              Liabilities and Shareholders' Deficit          
<S>                                                   <C>         <C>
Current liabilities 
  Accounts payable                                    $  7,981    $  8,089
  Accrued liabilities                                      802         535
  Current portion of long-term debt                        124         405
                                                       -------     -------
    Total current liabilities                            8,907       9,029
 
Notes payable to parent                                  2,065       1,993
Long-term debt                                           3,810       4,869
Preferred stock of subsidiary owned by parent            6,000       6,000
 
Shareholders' deficit          
  Common stock                                              80          80
  Additional paid-in capital                            14,590      14,590
  Accumulated deficit                                  (16,311)    (15,992)
                                                       -------     -------
    Total shareholders' deficit                         (1,641)     (1,322)
                                                       -------     -------
                                                      $ 19,141    $ 20,569
                                                       =======     =======
</TABLE>

See notes to condensed consolidated financial statements.

                                       1
<PAGE>
                    Entree Corporation and Subsidiaries
              Condensed Consolidated Statements of Operations
                                (Unaudited)
                 (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                              12 Weeks Ended             40 Weeks Ended     
                         ------------------------   -----------------------
                         January 6,    January 7,   January 6,   January 7,
                            1996          1995         1996         1995   
                         ----------    ----------   ----------   ---------- 
<S>                       <C>          <C>          <C>          <C> 
Net sales                 $ 53,753     $ 47,232     $ 182,709    $ 158,458
Other income                    19           80            40           93 
                            ------       ------       -------      -------
                            53,772       47,312       182,749      158,551

Cost of sales               52,690       45,993       179,218      154,720
Selling and administra-
 tive expenses                 896          973         3,072        3,135
                            ------       ------       -------      -------
Operating earnings             186          346           459          696
 
Interest expense              (219)        (197)         (776)        (686)
Equity in earnings (loss)
 of unconsolidated
 subsidiary                     19          (52)           (2)         (35) 
                            ------       ------       -------      -------
Net earnings (loss)       $    (14)    $     97     $    (319)   $     (25)
                            ======       ======       =======      =======
Earnings (loss) per
 common share             $    .00     $    .01     $    (.04)   $     .00 
                            ======       ======       =======      =======
Weighted average number
 of common shares
 outstanding                 8,000        8,000         8,000        8,000
                            ======       ======       =======      =======
</TABLE>
See notes to condensed consolidated financial statements.

                                       2
<PAGE>
                    Entree Corporation and Subsidiaries
              Condensed Consolidated Statements of Cash Flows
                               (Unaudited)
                              (In Thousands)
<TABLE>
<CAPTION>
                                                      40 Weeks Ended      
                                                 ------------------------
                                                 January 6,     January 7, 
                                                    1996           1995  
                                                 ----------     ---------
<S>                                              <C>            <C> 
Operating activities:
  Net loss                                       $   (319)      $    (25)
  Reconciliation of net loss to net cash  
   provided by operating activities:
    Depreciation and amortization                     495            451
    Provision for doubtful accounts                   145            100
    Equity in loss of unconsolidated                  
     subsidiary                                         2             35
    Change in operating assets and
     liabilities                                      809          1,396
                                                  -------        -------
Net cash provided by operating activities           1,132          1,957

Investing activities:
  Purchases of property and equipment                (297)          (229)

Financing activities:
  Payments of long-term debt                          (96)          (129)
  Net change in line of credit                     (1,244)        (1,426)
  Change in notes payable to parent                    72             59
                                                  -------        -------
Net cash used by financing activities              (1,268)        (1,496)
                                                  -------        -------
Increase (decrease) in cash                          (433)           232 

Cash at beginning of period                         1,653          1,031
                                                  -------        -------
Cash at end of period                            $  1,220       $  1,263
                                                  =======        =======

</TABLE>
See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                    Entree Corporation and Subsidiaries
           Notes to Condensed Consolidated Financial Statements
                             January 6, 1996 
                               (Unaudited)

NOTE 1 - Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating
results for the forty weeks ended January 6, 1996 are not necessarily
indicative of the results that may be expected for the fiscal year ended
March 30, 1996.  For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on
Form 10-K for the fiscal year ended April 1, 1995.

     The computation of earnings (loss) per common share is based on the
weighted average number of common shares outstanding.

NOTE 2 - Notes Payable to Parent

     Notes payable to parent consisted of the following at January 6, 1996
and April 1, 1995 (in thousands): 
                                                January 6,    April 1,
                                                   1996         1995   
                                                ----------    --------
     Long-term
     ---------
     Unsecured term note payable, interest at
      the prime rate plus 2%, due on demand     $   665       $   593

     Unsecured term note payable, interest at
      the prime rate plus 2.5%, due on demand     1,400         1,400
                                                  -----         -----
                                                $ 2,065       $ 1,993
                                                  =====         =====
     The term notes payable have been classified as noncurrent liabilities
because of restrictions under a loan and security agreement.  Interest
expense on all borrowings from the parent was $52,000 and $48,000 for the
twelve weeks ended January 6,  1996 and January 7,  1995,  respectively, and
$175,000 and $149,000 for the forty weeks also ended January 6, 1996 and
January 7, 1995, respectively.

                                       4
<PAGE>

NOTE 3 - Preferred Stock of Subsidiary owned by Parent

     The Diana Corporation ("Diana") owns 6,000,000 shares of Atlanta
Provision Company, Inc's ("APC") non-voting preferred stock.  The preferred
stock earns dividends at an annual rate of $.10 per share, cumulative from
April 1, 1992.  Dividends are payable quarterly commencing July 1, 1995,
however, no dividends have been declared by APC.  At January 6, 1996,
dividends in arrears on the preferred stock were $2,250,000.  The preferred
stock may be redeemed at any time at APC's option for $1.00 per share plus
accrued and unpaid dividends.  The declaration of dividends and redemption of
preferred stock are restricted by a loan and security agreement.

                                       5
<PAGE>

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

RESULTS OF OPERATIONS

     The following is a summary of sales by significant product line for the
third quarter and year-to-date for fiscal 1996 and 1995 (in thousands):

                           Third Quarter              Year-To-Date
                           --------------            ---------------
                           1996      1995            1996       1995
                           ----      ----            ----       ----
          Beef          $ 23,427  $ 22,512       $  85,700  $  79,410
          Pork             9,824     8,790          36,793     31,450
          Other           20,502    15,930          60,216     47,598
                          ------    ------         -------    -------
                        $ 53,753  $ 47,232       $ 182,709  $ 158,458
                          ======    ======         =======    =======
     For the twelve weeks ended January 6, 1996, APC's overall volume (based
on tonnage) increased by 1.6% and net sales increased $6,521,000 or 13.8%
over fiscal 1995 third quarter net sales.  For the forty weeks ended January
6, 1996, APC's overall volume (based on tonnage) increased by 5.3% and net
sales increased $24,251,000 or 15.3% over fiscal 1995 sales for the same
period of time.  The increase in net sales in fiscal 1996 is attributable to
increased business resulting from the addition of a customer in December
1994.  Sales to this customer during the third quarter of fiscal 1996
accounted for approximately  25%  of APC's net sales. Year-to-date fiscal
1996 sales to this customer accounted for more than 25% of APC's net sales.

     For the twelve weeks ended January 6, 1996, gross profit decreased by
$176,000 or 14.2% from the corresponding period in fiscal 1995.  Gross profit
as a percentage of net sales was 2.0% in the third quarter of fiscal 1996 as
compared to 2.6% in fiscal 1995.  For the forty weeks ended January 6, 1996,
gross profit decreased by $247,000 or 6.6% from the corresponding period in
fiscal 1995.  Gross profit as a percentage of net sales for the forty weeks
ended January 6, 1996 was 1.9% as compared to 2.4% for the same period of
time in fiscal 1995.  The decrease in gross profit and the gross profit
percentage for the twelve and forty weeks ended January 6, 1996 as compared
to the same period of time in fiscal 1995 is primarily due to lower margins
on sales to the customer added in December 1994.

     For the twelve weeks ended January 6, 1996, selling and administrative
expenses decreased  $77,000  or  7.9%  from the same period in fiscal  1995.
Selling and administrative expenses as a percentage of net sales were 1.7% in
the third quarter of fiscal 1996 as compared to 2.1% in fiscal 1995.  For the
forty weeks ended January 6, 1996, selling and administrative expenses
decreased $63,000 or  2.0%  from the same period in fiscal 1995.  Selling and

                                       6
<PAGE>

administrative expenses as a percentage of net sales were 1.7% for the forty
weeks ended January 6, 1996 as compared to 2.0% for the same period in fiscal
1995.  The decrease in these expenses in the third quarter and year-to-date
fiscal 1996 is primarily due to lower selling expenses attributable to a
reduction in the number of sales employees partially offset by increased
administration payroll and bad debt expenses.

     For the twelve and forty weeks ended January 6, 1996, interest expense
increased by $22,000 and $90,000, respectively, from the same periods in
fiscal 1995.  The increase is primarily attributable to increased interest
rates in fiscal 1996 as compared to fiscal 1995.

Liquidity and Capital Resources

     The Company recorded cash provided by operating activities of $1,132,000
during the forty weeks ended January 6, 1996 as compared to cash provided by
operating activities of $1,957,000 for the same period of time in fiscal
1995. The cash provided from operating activities during the forty weeks
ended January 6, 1996 is primarily attributable to the following changes in
operating assets and liabilities:  a) receivables decreased by $1,151,000 or
11.9% from April 1, 1995; b) inventories increased $415,000 or 9.6% from
April 1, 1995 and c) accounts payable decreased $108,000 or 1.3% from April
1, 1995.

     Capital expenditures for property and equipment during the forty weeks
ended January 6, 1996 were $297,000.  Fiscal 1996 capital expenditures are
limited to $550,000 pursuant to restrictions in APC's credit facility.

     APC's credit facility provides a revolving line of credit of up to
$9,500,000 with interest at the prime rate plus  2.0%  through November 1997.
A $2 million letter of credit facility is included within the total credit
facility.  At January 6, 1996, APC borrowed $2,997,000 and had letters of
credit of $2,000,000 issued on its behalf.  At January 6, 1996, APC had
available unused borrowing capacity of $3,678,000.  In August and November
1995, APC and its lender entered into waiver and amendment agreements
relating to the Loan and Security Agreement in order to avoid violating
certain financial covenants in fiscal 1996.

     Diana continues to provide certain financial support to the Company and
has loaned the Company $2,065,000 in the aggregate as of January 6, 1996.  In
addition, Diana has provided other financial support to satisfy certain
requirements of the Company.  Diana has no obligation to provide any
additional financial support.  Diana is exploring options with respect to the
Company's investment in APC.

                                       7
<PAGE>
                        PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

            (a)  Exhibits:

                 27    -  Financial Data Schedule

            (b)  No reports on Form 8-K were filed by the Company for the
                 quarter covered by this report.



                                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.



                                            ENTREE CORPORATION



                                            /s/ Richard Y. Fisher          
                                            Richard Y. Fisher
                                            President and Director
                                            (Principal Executive Officer)




                                            /s/ R. Scott Miswald           
                                            R. Scott Miswald
                                            Secretary and Treasurer
                                            (Principal Financial and
                                            Accounting Officer)



DATE:  February 9, 1996     

                                       8