U.S. Securities and Exchange Commission
                              Washington, D. C. 20549

                                   Form 10-QSB
                      Annual Report Under Section 13 or 15(d)
                                       of the
                          Securities Exchange Act of 1934
                           for the quarterly period ended

                                 December 31, 1996

                          Commission File Number: 1-10425

                WICHITA RIVER OIL CORPORATION, Debtor-in-Possession
                   (Name of Small Business Issuer in its Charter)

              Delaware				                            13-3544163
      (State of Incorporation)		           (IRS Employer Identification Number)

                       3500 N. Causeway Blvd., Suite 410 
                             Metairie, Louisiana           70002          
                 (Address of Principle Executive Office) (Zip Code)     

                                      (504)-831-0381
                    (Issuer's Telephone Number, Including Area Code)

             Securities registered under Section 12(b) of The Exchange Act:

          Title of Each Class     		      	Name of Exchange on which Registered
      Common Stock $0.01 par value			                       None

        Securities registered under Section 12(g) of The Exchange Act: None

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 .

            Check if Transitional Small Business Format:  Yes     No  x .

                            Applicable Only To Corporate Issuers
                State the number of shares outstanding of each of the issuer's 
                                     classes of equity.

As of May 14, 1997, approximately 7,974,000 shares of Common Stock, $0.01 
par value per share, were issued and outstanding.
<PAGE>

<TABLE>
                   Wichita River Oil Corporation, Debtor-in-Possession 
                                     and Subsidiaries
                           Condensed Consolidated Balance Sheets
                                         Unaudited
<CAPTION>
		                                         December 31,   December 31,
                           			                 1996 	         1995
<S>                                  		    <C>             <C>      
	Assets
  	Current Assets:
	  Cash and cash equivalents	                 $ 77,000   	     $ 28,000
	  Accounts receivable	                        473,000  	       919,000
                                            __________        _________   
	     Total Current Assets	                    550,000          947,000

	Property and Equipment:
  	Oil and gas properties 
           (full cost method)               55,521,000  	    53,815,000
  	Less - Accumulated depletion and
	         writedown of oil and gas
          properties	                      (39,035,000)     (38,019,000)
  	Net Property and Equipment	              16,486,000       15,796,000
                                          ____________      ____________
	     Total Assets	                       $ 17,036,000     $ 16,743,000
                                           ___________      ___________

	Liabilities and Stockholders' Equity (Deficit)
   	Current Liabilities:
	     Accounts payable	                    $1,076,000	       $1,323,000 
     	Undistributed production 
        receipts                            2,180,000         1,954,000
     	Accrued liabilities	                    984,000  	        753,000
	     Accrued interest	                     3,620,000         1,285,000
	     Current maturities of 
      long-term debt	                      21,350,000         21,350,000
                                           __________         __________                             
       	Total Current Liabilities          29,210,000         26,665,000
	
	Stockholders' Equity (Deficit):
	   Common stock, voting, $.01 
      par value, shares authorized
      10,000,000, shares outstanding
     	7,974,000 and 7,974,000, 
      respectively	                            81,000	           81,000
	   Additional paid-in capital	            12,987,000   	    12,987,000
   	Subscriptions receivable                	(319,000)        	(319,000)
   	Retained earnings (deficit)    	      (24,923,000)     	(22,671,000)
                                           __________        __________  
         Total Stockholders' Equity
           (Deficit)                      (12,174,000)       (9,922,000)
                                           ___________       __________
         Total Liabilities & 
          Stockholders' Equity (Deficit)  $17,036,000       $16,743,000
                                           ___________       __________
 
</TABLE>

  	              Wichita River Oil Corporation, Debtor-in-Possession
                                  and Subsidiaries
        Condensed Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
				                                Unaudited
<CAPTION>
                            			            Additional       Stock
            	            Common Stock        Paid-in	   Subscriptions          Retained            Stockholders'
            	          Shares      Amount    Capital      Receivable      Earnings (Deficit)    Equity (Deficit)
<S>                    <C>         <C>      <C>          <C>              <C>                   <C>          
Balance Dec. 31, 1995   7,974,000  $81,000  $12,987,000   $(319,000)      $(22,671,000)         $(9,922,000) 
 Net Loss                 - -	      - -	       - -           - -           (2,252,000)           (2,252,000)
                        _________  _______  ___________   _________       ____________          ____________
Balance Dec. 31, 1996  7,974,000  $81,000  $12,987,000   $(319,000)      $(24,923,000)         $(12,174,000)
</TABLE>

The accompanying notes to condensed consolidated financial statements are an 
integral part of these financial statements.

                                         						2
<PAGE>
                   Wichita River Oil Corporation, Debtor-in-Possession
                                   and Subsidiaries
                  Condensed Consolidated Statements of Operations
                                     Unaudited
<TABLE>
<CAPTION>
                                 Year Ended December 31,       Quarter Ended December 31,
                                      1996        1995            1996         1995
<S>	                                  <C>         <C>             <C>          <C>

	Revenues:
	  Oil and gas sales                    $3,864,000  	$3,199,000      $ 820,000     $   631,000
                               
	Expenses:
	  Production expenses	                  1,572,000 	    732,000         523,000        182,000  
  	  General and administrative         	1,090,000   	1,106,000         153,000        309,000
	  Interest expense	                     2,438,000 	  2,216,000         672,000        557,000
	  Depreciation, depletion   
     and amortization	                   1,016,000 	  1,952,000         202,000        656,000 
   Writedown of oil and gas properties      - -       9,216,000            - -       9,216,000        
                                         _________   __________       __________    __________
          	Total expenses	               6,116,000   15,222,000       1,550,000     10,920,000     

 Income (loss) before income taxes      (2,252,000) (12,023,000)       (730,000)   (10,289,000)
   Income tax benefit                	       - -	       - -                - -          - -
                                        ___________  ____________     ___________    ____________
 Net Income (Loss)                     $(2,252,000) $(12,023,000)     $ (730,000) $(10,289,000)

 Earnings (Loss) Per Share	                $(0.28)     	$(1.51)         $(0.09)        $(1.29)

 Number of shares outstanding             7,974,000    7,974,000       7,974,000      7,974,000
</TABLE>

                      Wichita River Oil Corporation, Debtor-in-Possession
                                       and Subsidiaries
                     Condensed Consolidated Statements of Cash Flows
                                         Unaudited

<TABLE>
<CAPTION>

Years Ended December 31,                             1996                 1995
<S>                                                <C>                 <C>   
	Cash Flows from Operating Activities:
	  Net income (loss)                          	    $(2,252,000)        	$(12,023,000)
	  Adjustment to reconcile net income (loss) 
     to net cash from operating activities:
   Depreciation, depletion and amortization          1,016,000             1,952,000
  	Writedown of oil and gas properties                  - -                9,216,000
                                                   ___________             _________
	    Operating cash flow (Loss) before             (1,236,000)            (855,000)
       non-cash charges

	 Changes in assets and liabilities
	   Decrease (increase) in accounts receivable
	     and other assets                              	 446,000	            ( 98,000)
	   Increase (decrease) in accounts payable
	     and other liabilities                          2,545,000            2,003,000
                                                     _________            ________
  Net cash provided by operating activities         $1,755,000           $1,050,000

 	Cash Flows from Investing Activities:
	   Capital expenditures	                         $(1,706,000)           $(1,293,000)
    Proceeds for sale of equipment                    - -                     75,000 
                                                  ___________             ___________

    Net cash (used in) investing activities   	   $(1,706,000)           $(1,218,000)

	 Cash Flows from Financing Activities:            $   - -             $    - -

  Cash and Cash Equivalents:
    At beginning of period	                        $  28,000           $  196,000
	   Net increase (decrease) during period           	 49,000             (168,000)
                                                   _________           _________
     At end of period	                             $  77,000          $   28,000

 	Supplemental Cash Flow Information:
	   Cash paid during period for interest	          $   - -           	 $1,112,000
   	Cash paid during period for income taxes       $   - -	            $    - -
</TABLE>

The accompanying notes to condensed consolidated financial statements are an 
integral part of these financial statements.

                    
                                            3
<PAGE>
                  Wichita River Oil Corporation, Debtor-in-Possession 
                                      and Subsidiaries
     Notes to Condensed Consolidated Financial Statements for December 31, 1996

Summary of Significant Accounting Policies

Principles of Consolidation: The condensed consolidated financial statements 
include the accounts of Wichita River Oil Corporation, Debtor-in-Possession and
its wholly owned subsidiaries (collectively referred to as the "Company"). 
The Company's wholly owned subsidiaries are Equitable Petroleum Corporation 
and WRO Operating Company. The Company is an oil and gas exploration, 
development and production company.  All material intercompany accounts and 
transactions are eliminated in consolidation.                               

Cash Equivalents: The Company considers all highly liquid investments purchased
with an original maturity of three months or less to be cash equivalents.

Property and Equipment: Property and equipment are stated at cost. The Company
uses the "full cost" method of accounting for oil and gas properties. 
Accordingly, costs incurred in the acquisition, exploration and development of
oil and gas properties are capitalized. Under the full cost method, intangible
drilling costs, dry hole costs, geologic costs and certain internal costs 
related to exploration and development efforts are included as part of oil
and gas properties. Proceeds from the sale of oil and gas properties reduce 
property and equipment and no gains or losses are normally recognized under 
the full cost method. As the Company becomes aware of costs to be incurred for
site restoration, dismantlement and/or abandonment, it records the liability. 
To date, no such liability has been recorded. 

Depreciation, depletion and amortization of proved oil and gas properties is 
computed using the units of production method based on total proved oil and 
gas reserves. Depreciation of other fixed assets, primarily office equipment, 
is determined using the straight-line method over their estimated useful lives.
Upon abandonment or disposal of depreciable assets, the cost and accumulated 
allowance for depreciation are eliminated from the accounts and any gain or
loss is reflected in results of operations.

Income Taxes: Effective January 1, 1993, the Company adopted the provisions of 
Statement of Financial Accounting Standards No. 109  "Accounting for Income 
Taxes" ("SFAS 109"), which requires the Company to use an asset and liability 
approach to accounting for income taxes. Deferred tax assets or liabilities are
measured by applying the provisions of enacted tax laws to differences between 
the tax bases of assets and liabilities and amounts reported on the Company's 
balance sheet. A valuation allowance must be established for any portion of a
deferred income tax asset, if it is more likely than not that a tax benefit 
will not be realized.

Reclassifications: Certain prior years' amounts have been reclassified to 
conform with the 1996 presentation.

Earnings (Loss) Per Share: The weighted average number of shares of common 
stock outstanding during the periods is used to compute earnings (loss) per 
share. Stock options and warrants are considered common stock equivalents to
the extent they have a dilutive effect on earnings per share.

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 estimates.

                                        4
<PAGE>

                  Wichita River Oil Corporation, Debtor-in-Possession
                                   and Subsidiaries
    Notes to Condensed Consolidated Financial Statements for December 31, 1996

Current Maturities of Long-Term Debt

On February 1, 1992, the Company entered into a long-term credit agreement 
("1992 Credit Agreement") with a bank providing a borrowing capacity of 
$20,000,000, which was immediately drawn.  The proceeds were used primarily
to retire the $15,000,000 loan under an existing credit agreement and the 
remainder of a production payable incurred in a 1991 merger.

Outstanding borrowings, which were increased and then subsequently reduced to
$21.5 million in August of 1993, under the loan are secured by a first security
interest in the oil and gas properties of the Company.  On October 1, 1995, a
$2.7 million payment ($2.0 million of principal and $0.7 million of accured 
interest) was due on the Company's $21.3 million senior-secured debt.  The 
Company was unable to pay to $2.7 million, and the note holder's remedies for
nonpayment include acceleration of the loan and initation of foreclosure 
proceedings.  Immediately prior to October 1, 1995, the Company's original
lender transferred the debt to a new note holder.  Subsequently, the note 
holder and the Company discussed various debt amendment ideas as well as various
recapitalization and/or refinancing alternatives.  On April 11, 1996, the note 
holder delivered to the Company a notice of default and declared the debt due 
and payable.  On April 17, 1996, alleged unsecured creditors of the Company 
filed an involuntary petition with the United States Bankruptcy Court in the 
Eastern District of Louisiana seeking a Chapter 11 reorganization of the 
Company.  On July 15, 1996, an Order for Relief was entered and Wichita River 
Oil Corporation became Debtor-in-Possession.

Management believes that anticipated cash flows from operations will be 
adequate to meet the Company's foreseeable financial obligations provided 
the Company's properties can be fully developed.  The Company's ability to 
continue the development of its properties during the near future is subject
to the determination of certain issues in bankruptcy proceedings.

Common Stock

During 1994, the Company issued 1,258,000 shares of common stock and 
stockholders' equity was increased by $1,023,000.  Included were 237,729
shares with a market value $259,000 for settlement of litigation, 250,000 
shares to a consultant to the company for a subscription receivable of 
$190,000, and the balance of 770,000 shares for reducing the Company's 
current liabilities by $764,000.  The Company had incurred the current 
liabilities primarily as a result of capital expenditures associated with
production enhancement operations.

The following table identifies the changes during the past two years for the 
Company's stock purchase warrants and stock options as well as the issued and 
outstanding warrants and options as of December 31, 1996.
<TABLE>
<CAPTION>
	                            Number	       Price	       Number      	Price
	                         of Warrants	   Per Share	   of Options 	 Per Share
<S>                         <C>        <C>            <C>          <C>
Outstanding Dec. 31, 1993   567,500    $0.01 - 1.25    40,000 	    $1.56 - 6.25

  Forfeited during 1994-net  (8,000)        - -          - -            - -
  Exercised during 1994	    (41,000)        1.25         - -            - - 
                            _______     ___________    ______       ___________     
Outstanding Dec. 31, 1994:  518,500     0.01 - 1.25    40,000       1.56 - 6.25
	
  Forfeited during 1995-net (12,000)        - -       (16,000)           6.25   
  Exercised during 1995        - -          - -          - -             - - 
                             _______    ____________    ______     ____________
Outstanding Dec. 31, 1995:   506,500 	  $0.01 - 1.25    24,000     $1.56 - 6.25

  Forfeited during 1996     (506,500)   $0.01 - 1.25     - -              - - 
  Exercised during 1996         - -          - -         - -              - -
                             _______    ____________    ______     ____________
Outstanding Dec. 31, 1996:      - -          - -        24,000     $1.56 - 6.25

     Consisting of:                                     20,800          $1.56
                                                         3,200          $6.25 
</TABLE>
As of December 31, 1996, a total of 24,000 shares of Company common stock were
reserved for issuance under stock option plans.
          
                                          5
<PAGE>
                           Management's Discussion and Analysis
                     of Financial Condition and Results of Operations

Liquidity and Capital Resources

On October 1, 1995, a $2.7 million payment ($2.0 million of principal and $0.7
million of accrued interest) was due on the Company's $21.3 million senior-
secured debt.  The Company was unable to pay the $2.7 million, and the note
holder's remedies for nonpayment include acceleration of the loan and 
initiation of foreclosure proceedings.  Immediately prior to October 1, 
1995, the Company's original lender transferred the debt to a new note 
holder.  Subsequently, the note holder and the Company discussed various
debt amendments ideas as well as various recapitalization and/or refinancing
alternatives.  On April 11, 1996, the note holder delivered to the Company a
notice of default and declared the debt due and payable.  On April 17, 1996,
alleged unsecured creditors of the Company filed an involuntary petition with
the United States Bankruptcy Court in the Eastern District of Louisiana seeking 
a Chapter 11 reorganization of the Company.  On July 15, 1996, an Order of 
Relief was entered and Wichita River Oil Corporation became Debtor-in-
Possession.

The Company's balance sheet as of December 31, 1996, includes the entire amount 
of senior-secured debt in current liabilities, resulting in deficit working 
capital of $28.7 million, including $21.3 million of principal and an additional
$3.6 million of accured interest.

The Company's independent auditors, Arthur Andersen LLP, did not express an
opinion on the Company's financial statements as of December 31, 1995.  The 
auditors requested the note holder to return an ordinary audit debt 
confirmation.  The note holder refused to confirm the debt terms and 
maturities.  The auditors further stated that there is "substantial doubt
about the Company's ability to continue as a going concern." Consequently,
the auditors stated "we do not express an opinion on the financial 
statememts..."

Management believes that anticipated cash flows from operations will be 
adequate to meet the Company's foreseeable financial obligations provided the
Company's properties can be fully developed.  The Company's ability to continue
the development of its properties during the near future is subject to the 
determination of certain issues in bankruptcy proceedings.

As of December 31, 1995, the capitalized cost of the Company's oil and gas
properties was less than the cost ceiling established by the Company's proved 
reserves.  However, uncertainty regarding the Company's ability to fund 
development of its proved undeveloped reserves in the near future may limit
the cost ceiling to the value of the Company's proved developed reserves.  
By limiting its property value to the cost ceiling established by proved 
developed reserves, a writedown of $9.2 million for impairment of the Company's
stated property value was recorded during the fourth quarter of 1995.

                                      6
<PAGE> 

                         Management's Discussion and Analysis
                  of Financial Condition and Results of Operations

Net cash provided by operating activities during 1996 was $1,775,000, including
an operating cash loss of $1,236,000.  Comparable figures for 1995 were cash 
provided by operating activities of $1,050,000, including an operating cash
loss of $855,000.  Net cash used in investing activities in 1996 was $1,706,000
for capital expenditures compared to net cash used in investing activities in 
1995 of $1,281,000. There were no financing activities during either 1996 or
1995.

Wichita River Oil Corporation and the Company's subsidiary Equitable Petroleum 
Corp. are defendants in various lawsuits arising in the ordinary course of 
business.  The Company believes it has meritorious defenses to the lawsuits 
and will defend against them.  Based on its evaluation of such claims, as 
discussed with its outside legal counsel, Company management is of the 
opinion that the ultimate resolution of such matters will not have a material
adverse effect on the Company's financial position or results of operations and
that such matters are not material for an investment decision regarding the
Company's securities.

Results of Operations

First Quarter of 1996 Compared to First Quarter of 1995.  When compared to a
year earlier, oil and gas sales were 4% higher due primarily to a 48% increase 
in average prices ($18.09 per BOE v. $12.26), primarily because natural gas 
prices during 1996 were higher ($3.08 per mcf compared to $1.61 during 1995).
The higher prices were partially offset by a 30% decrease in daily production
volumes (582 BOE v. 835).  Production expenses, exclusive of production 
taxes, were 48% higher in 1996 when compared to 1995.  Average operating 
expenses per BOE in 1996 were $2.52 compared to $1.20 in 1995.  Production taxes
were 23% lower than in 1995, despite higher oil prices ($17.61 per barrel 
compared to $15.45 in 1995), due primarily to lower production volumes.

General and administrative expenses in 1996 were more than double the level in 
1995, due primarily to expenses associated with the Company's financial
difficulties.  Interest expense in 1996 was 6% higher due to a higher amount
of interest-bearing debt outstanding.  Depreciation, depletion and
amortization costs were 40% lower in 1996 due to lower production volumes.
The average depletion rate in 1996 was $4.72 per BOE v. $5.54 in 1995.

                                     7

<PAGE>
                     Management's Discussion and Analysis
              of Financial Condition and Results of Operations

Results of Operations - continued

Second Quarter of 1996 Compared to Second Quarter 1995.  When compared to a year
earliers, oil and gas sales were 21% higher dur primarily to a 23% increase in
average prices ($16.79 per BOE v. $13.68), primarily because natural gas prices
during 1996 were higher ($2.54 per mcf compares to $1.93 during 1995).  The 
higher prices were partially offset by a 1% decrease in daily production volumes
(723 BOE v. 733).  Production expenses, exclusive of production taxes, were four
times higher in 1996 than during 1995 due to costs associated with compliance
with new environmental laws.  Average operating expenses per BOE in 1996 were
$4.70 compared to $1.16 in 1995.  Production taxes were 10% lower than in 1995, 
despite higher oil prices ($18.15 per barrel compared to $16.30 in 1995), due
primarily to lower production volumes.

General and administrative expenses in 1996 were relatively unchanged from the 
level experienced during 1995.  Interest expense in 1996 was also relatively
unchanged.  Depreciation, depletion and amortization costs were 27% lower in 
1996 due to lower production volumes and lower average depletion rates.  The
average depletion rate in 1996 was $4.50 per BOE v. $5.56 in 1995.

First Half of 1996 Compares to First Half of 1995.  When compared to a year
earlier, oil and gas sales were 10% higher due primarily to a 34% increase in
average prices ($17.29 per BOE v. $12.93), primarily because natural gas prices
during 1996 were higher ($2.82 per mcf compared to $1.76 during 1995).  The 
higher prices were partially offset by an 18% decrease in daily production
volumes (644 BOE v. 783).  Production expenses, exclusive of production taxes,
were 2.5 times higher in 1996 when compared to 1995 due to costs associated with
compliance with new environmental laws.  Average operating expenses per BOE in
1996 were $3.80 compared to $1.18 in 1995.  Production taxes were 16% lower
than in 1995, despite higher oil prices ($17.69 per barrel compared to $15.85 in
1995), due primarily to lower production volumes.

General and administrative expenses in 1996 were 57% higher than in 1995, due
primarily to expenses associated with the Company's financial difficulties.  
Interest expense in 1996 was 3% higher due to a higher amount of interest-
bearing debt outstanding.  Depreciation, depletion and amortization costs were
36% lower in 1996 due to lower production volumes and to lower average depletion
rates.  The average depletion rate in 1996 was $4.68 per BOE v. $5.55 in 1995.

Third Quarter of 1996 Compared to Third Quarter 1995.  When compared to a year
earilier, oil and gas sales were 34% higher due primarily to a 44% increase in 
average prices ($16.49 per BOE v. $11.45), primarily because natural gas prices
during 1996 were higher ($2.30 per mcf compared to $1.35 during 1995).  The 
higher prices were partially offset by a 7% decrease in daily production volumes
(647 BOE v. 698).  Production expenses, exclusive of production taxes, were four
times higher in 1996 than during 1995 due to costs associated with compliance
of new enviromental laws.  Average operating expenses for BOE in 1996 were $5.65
compared to $1.29 in 1995.  Production taxes were 3% higher than in 1995 due to
24% higher oil prices ($18.88 per barrel compared to $15.17 in 1995) despite 
lower production volumes.

General and administrative expenses in 1996 were 42% lower than in 1995 due to
austerity changes.  Interest expense in 1996 were 13% higher due to a higher 
amount of interest-bearing debt outstanding.  Depreciation, depletion and
amoritzation costs were 40% lower in 1996 due to lower production volumes and
lower average depletion rates.  The average depletion rate in 1996  was $4.50
per BOE v. $6.50 in 1995.

First Nine Months of 1996 Compared to First Nine Months of 1995.  When compared
to a year earlier, oil and gas sales were 19% higher due primarily to a 37%
increase in average prices ($17.07 per BOE v. $12.47), primarily because natural
gas prices during 1996 were higher ($2.64 per mcf compared to $1.64 during 
1995).  The higher prices were partially offset by a 14% decrease in daily 
production volumes (651 BOE v. 754).  Production expenses, exclusive of 
production taxes, were 3.1 times higher in 1996 when compared to 1995 due to
costs associated with compliance with new environmental laws.  Average operating
expenses for BOE in 1996 were $4.37 compared to $1.22 in 1995.  Production taxes
were 10% higher oil prices ($18.26 per barrel compared to $15.63 in 1995).

                                     8
<PAGE>

                      Management's Discussion and Analysis
              of Financial Condition and Results of Operations

Results of Operations - continued

General and administrative expenses in 1996 were 18% higher than in 1995, due
primarily to expenses associated with the Company's financial difficulties.
Interest expense in 1996 was 6% higher due to a higher amount of interest-
bearing debt outstanding.  Depreciation, depletion and amortization costs
were 37% lower in 1996 due to lower production volumes and to lower average
depletion rates.  The average depletion rate in 1996 was $4.57 per BOE v. $6.20
in 1995.

Fourth Quarter 1996 Compared to Fourth Quarter 1995.  When compared to a year 
earlier, oil and gas sales were 30% higher due primarily to a 44% increase in
average prices ($18.27 per BOE v. $12.72).  The average oil price was $21.48 per
barrel v. $14.45 and the average gas price was $2.50 per mcf v. $1.87.  The 
increase in prices were partially offset by 10% lower daily production volumes
(488 BOE v. 539).  Production expenses, exclusive of taxes, were three times
greater in 1996 than in 1995 due to compliance with new environmental 
regulations associated with water disposal.  Lease operating costs per BOE 
averaged $7.46 in 1996 compared to $2.25 in 1995.  Production taxes were 45%
higher in 1996 when compared to 1995 ($2.27 per BOE v. $1.42) reflecting the 
higher oil prices (depicted above) while oil production was essentially 
unchanged (247 barrels per day v. 248).  Natural gas production volumes were
17% lower in 1996 (1,449 mcf per day v. 1,745 mcf).

General and administrative expenses in 1996 were 50% lower than in 1995
reflecting the Company's continued austerity program.  Interest expense 
increased 21% due to an increased amount of interest bearing debt outstanding.
Depreciation, depletion and amortization costs were 69% lower in 1996 due to
lower production volumes and to lower average depletion rates.  The depletion
rate was reduced by 41% ($4.50 per BOE v. $7.67 in 1995) due to the writedown
in the value of the Company's oil and gas property at the end of 1995.

Year 1996 Compared to Year 1995.  When compared to a year earlier, oil and gas 
sales were 21% higher due to a 38% increase in average prices ($17.31 per BOE v.
$12.52) reflecting the increased prices received for oil ($18.90 per barrel v.
$15.40) and gas ($2.61 per mcf v. $1.68).  Average production rates of 1996 were
13% lower than in 1995 (610 BOE per day v. 700).  Production expenses, 
exclusive of taxes, were three times greater in 1996 than in 1995 due to 
compliance with new environmental regulations associated with water disposal. 
Lease operating costs per BOE averaged $4.99 in 1996 compared to $1.42 in 1995.
Production taxes were essentially unchanged in 1996 when compared to 1995 ($1.65
per BOE v. $1.45) reflecting the higher oil prices (depicted above) while oil
production was essentially unchanged (309 barrels per day v. 320).  Natural gas
production volumes were 17% lower in 1996 (1,804 mcf per day v. 2,283).

General and administrative expenses in 1996 were slightly lower than in 1995.
Interest expenses increased 10% in 1996 due to a greater amount of interest 
bearing debt outstanding.  Depreciation, depletion and amortization costs were
48% lower in 1996 due to lower production volumes and lower average depletion
rates.  The average depletion was less in 1996 than in 1995 due to lower 
production volumes and to lower average depletion rates.  The average depletion
was less in 1996 than in 1995 ($4.55 per BOE v. $6.20) due to the writedown 
in the value of the Company's oil and gas property at the end of 1995.  

                                      9
<PAGE>

                         Management's Discussion and Analysis
                 of Financial Condition and Results of Operations

Legal Proceedings

On April 17, 1996, unsecured creditors of the Company filed an involuntary
petition with the United States Bankruptcy Court in the Eastern District of
Louisiana seeking a Chapter 11 reorganization of the Company.  On July 15, 1996,
an Order of Relief was entered, permitting the Company to continue operations
under Chapter 11 as debtor-in-possession.  Subsequently, the Company filed suit
on March 20, 1997 against Swiss Bank Corporation, Odyssey Partners, L.P. and
Nomura Holding America, Inc. in U.S. District Court in the Eastern District of
Louisiana seeking $100 million of damages from the defendants for fraud, 
detrimental reliance, breach of contract and lender liability.  The Company also
filed suit against other parties in the U.S. Bankruptcy Court during March 1997
seeking approximately $2 million for breach of certain agreements.

Wichita River Oil Corporation and the Company's subsidiary are defendants in
various lawsuits arising in the ordinary course of business.  The Company 
believes it has meritorious defenses to the lawsuits and will defend against
them.  Based on its evaluation of such claims, as discussed with its outside 
legal counsel, Company management is of the opinion that the ultimate 
resolution of such matters will not have a material adverse effect on the
Company's financial position or results of operations and that such matters are
not material for an investment decision regarding the Company's securities.

The Company is a defendant in an action styled John H. Hauberg, et al v.
Wichita River Oil Corporation, et al, No. 54,837, 23rd JDC, Ascension Parish, 
La. in which the royalty owners of a lease that is operated by the Company are
seeking approximately $300,000 in unpaid royalties plus penalties and interest
and attorney's fees.  The Company has acknowledged and accrued the $300,000 
liability for unpaid royalties but has denied the claim for penalties, which
exceeds $1.2 million.  The Company believes it has meritorious defeses against
the claim for penalties.

The Company owns approximately 75% working interest in the lease in question.
Other working interest owners and royalty owners who had not been involved 
directly in the case mentioned above have filed recently claims and crossclaims
and counterclaims both with and against the Company for reimbursement for any 
penalties which may result from this litigation.

Submission of Matters to a Vote of Security Holders
     None.

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 in New Orleans, State of
Louisiana on May 14, 1997.

Wichita River Oil Corporation

By: /s/ Michael L. McDonald                      By:/s/ James P. McGinnis
        Michael L. McDonald                             James P. McGinnis
        Chairman and President                          Controller

May 14, 1997
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