SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 Form 10-QSB


   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                     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         0-14609                        

                                AMERECO, INC.                   
         (Exact name of Registrant as specified in its charter)

                  Utah                           84-0960456        
     (State of other jurisdiction of          (I.R.S. Employer
      incorporation or organization)          Identification No.)

       680 Atchison Way, Suite 800  Castle Rock, Colorado  80104   
       (Address of principal executive offices)        (Zip Code)

                               (303) 688-5160                       
            (Registrant's telephone number, including area code)




Check whether the Issuer (1) filed all reports required to be filed by Section
 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 

 As of September 30, 1997, Issuer had 5,482,314 shares of common stock
 outstanding.




                              AMERECO, INC.
                           September 30, 1997
  



                                 

                                                             Page No.

PART I Financial Information:

Item 1.Financial Statements:
       Consolidated Balance Sheets as of September 30, 1997
       and December 31, 1996                                    3

       Statements of Operations for the Three Months and
       Nine Months Ended September 30, 1997 and 1996            4

       Consolidated Statement of Stockholders' Equity
       for the Nine Months Ended September 30, 1997             5  

       Statements of Cash Flows for the Nine Months 
       Ended September 30, 1997 and 1996                        6
  
       Notes to Financial Statements                            7-16

Item 2 Management's Discussion and Analysis of                 
       Financial Condition and Results of Operations           17-18           


PART II 

       Items 1-6 Other Information                              19

Signatures                                                      20























                              AMERECO, INC.
                      Consolidated Balance Sheets
                               

                                                  (Unaudited)
Assets:                                         September 30,    December 31,
                                                     1997           1996
Current assets:
 Cash                                             $    6,880     $    39,040
 Cash in escrow                                      266,141               0  
 Accounts receivable - trade, net                    655,145         301,038
 Accounts receivable - other                          14,074           7,220
 Inventories                                       1,496,062       1,648,387
 Prepaid expenses                                     73,830          47,049
 Collateral deposit                                  507,830       1,000,000 

  Total Current Assets                             3,019,962       3,042,734
 
Property, Plant, and Equipment:
 Machinery and equipment                          15,488,918      14,330,946 
 Office equipment                                    107,850         102,396
 Building improvements                                16,943               0
 Less accumulated depreciation                      (992,268)       (849,546)
 Land and improvements                               511,319         472,757

  Net Property, Plant, and Equipment              15,132,762      14,056,553 

Other assets:
 Loan costs, net                                     675,556          39,957

  Total Assets                                   $18,828,280     $17,139,244
























See accompanying notes to financial statements


                                    Page 3



                                    AMERECO, INC.
                            Consolidated Balance Sheets


                                                 (Unaudited) 
                                                September 30,    December 31,
                                                      1997          1996
Liabilities and Stockholders' Equity:             

Current Liabilities:
 Notes payable                                  $   348,483      $ 3,874,656
 Notes payable - affiliate                        2,483,681        1,197,000
 Accounts payable - trade                           796,402          832,960
 Accounts payable - other                            29,585           29,168
 Accrued expenses                                   210,108          215,657   
 Amounts due to related entities                    640,143          687,525
 Current portion of long-term debt                  218,288           60,791

  Total Current Liabilities                       4,726,690        6,897,757 

Long-term debt                                    4,868,555          116,559  

  Total Liabilities                               9,595,245        7,014,316

Commitments and Contingencies                            --               --

Stockholders' Equity:
 Common stock                                         5,483            5,008
 Additional paid-in capital                      14,945,254       14,471,031
 Accumulated deficit                             (5,717,702)      (4,351,111)

  Total Stockholders' Equity                      9,233,035       10,124,928

  Total Liabilities and Stockholders' Equity    $18,828,280      $17,139,244



















See accompanying notes to financial statements.



                                    Page 3


                                  AMERECO, INC.
                           Statements of Operations
                                   (Unaudited)
                          
                           Three Months Nine Months  Three Months Nine Months
                            Ended Sept.  Ended Sept.  Ended June  Ended Sept.
                              1997         1997         1996         1996

Net Sales                   $635,550    $2,108,903    $821,269     $2,362,872 
Cost of Sales                787,596     2,435,733     600,800      1,875,224

 Gross Profit (Loss)        (152,046)     (326,830)    220,469        487,648

Operating Expenses:
 Selling expenses            115,161       348,199     129,387        389,554
 Management expenses          60,000       180,000      60,000        180,000
 General and administrative   16,572        40,538      21,771         46,983

  Total Operating Expenses   191,733       568,737     211,158        616,537

  Income (Loss) from Opers. (343,779)     (895,567)      9,311       (128,889)

Other Income (Expenses):
 Interest expense           (186,436)     (508,743)   (110,958)      (308,290)
 Interest income               7,875        29,911      12,516         37,510
 Miscellaneous income            405         7,808           0          1,749
 Amortization                      0             0           0       (382,037)

  Total Other Inc.(Exps.)   (178,156)     (471,024)    (98,442)      (651,068)

  Loss before Extraordinary item
   and Cumulative Effect of 
   Accounting Change        (521,935)   (1,366,591)    (89,131)      (779,957)

Extraordinary item                 0             0           0         91,253
Cumulative effect of
 accounting change                 0             0           0        164,690

  Net Loss                 ($521,935)  ($1,366,591)   ($89,131)     ($524,014)
 

Net Loss Per Share
  Before extraordinary item and
  cumulative effect of accounting
  change                      ($0.10)       ($0.25)     ($0.08)        ($0.45)
  
  Extraordinary item               0             0         .00            .05
  Cumulative effect of
   accounting change               0             0         .00            .10

Net Loss Per Share            ($0.10)       ($0.25)     ($0.08)        ($0.30)


Weighted average common shares for
 computing per share data  5,482,314     5,382,863   1,087,806      1,737,498



See accompanying notes to financial statements

                                   Page 4



                                 AMERECO, INC.
                Consolidated Statement of Stockholders' Equity
                 For the Nine Months Ended September 30, 1997
                                  (Unaudited)




                                        Additional                    Total
                       Common Stock       Paid-In   Accumulated   Shareholders'
                    Shares     Amount     Capital      Deficit       Equity   

Balance at
December 31,1996  5,007,616    $5,008  $14,471,031  ($4,351,111)   $10,124,928

Common stock issued 166,700      $167      166,533            0        166,700 

Common stock issued 307,998      $308      307,690            0        307,998

Net Loss for the
nine months ended
September 30, 1997                                   (1,366,591)    (1,366,591)

Balance at September
30, 1997          5,482,314    $5,483  $14,945,254  ($5,717,702)    $9,233,035





























See accompanying notes to financial statements


                                    Page 5





                               AMERECO, INC.
                         Statements of Cash Flows
          For The Nine Months Ended September 30, 1997 and 1996    
                                (Unaudited)



                                                   September 30, September 30,
                                                        1997          1996

Cash Flow from Operating Activities:
 Net Loss                                          ($1,366,591)    ($524,014)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation and amortization                       148,796       581,789
 Changes in operating assets and liabilities:
  (Increase)decrease in cash in escrow                (266,141)            0
  (Increase)decrease in accounts receivable-trade     (354,107)      (97,053)
  (Increase)decrease in accounts receivable-other       (6,854)      (25,724)
  (Increase)decrease in inventories                    152,325      (830,609)
  (Increase)decrease in prepaid expenses               (26,781)     (183,602)
  (Increase)decrease in collateral deposit             492,170             0
  Increase(decrease) in notes payable               (3,526,173)            0
  Increase(decrease) in notes payable-affiliate      1,286,681             0 
  Increase(decrease) in accounts payable-trade         (36,558)     (114,627)
  Increase(decrease) in accounts payable-other             417       (56,997)
  Increase(decrease) in accrued expenses                (5,549)      840,838
  Increase(decrease) in amounts due related entities   (47,382)     (232,352)  
  Increase(decrease) in cur. port. of long-term debt   157,497       396,646

Net cash provided (used) by operating activities    (3,398,250)     (245,705)

Cash Flows from Investing Activities:
 Increase in property and equipment                 (1,218,931)     (958,336)

Cash Flows from Financing Activities:
 Increase in loan costs                               (641,673)            0
 Payment of long-term debt                            (248,004)     (398,464)
 Proceeds from issuance of long-term debt            5,000,000       224,622
 Issuance of common stock                              474,698     2,727,012
 Conversion of debt to equity                                0    (1,216,708)

Net cash provided (used) by financing activities     4,585,021     1,336,462

Net increase (decrease) in cash                        (32,160)      132,421
 Cash, beginning of period                              39,040        43,130    

Cash, end of period                                     $6,880      $175,551



Supplemental disclosure of non-cash change in
 operating activities:
  Common stock issued for debt and services            474,698             0



See accompanying notes to financial statements.

                                     Page 6




                                AMERECO, Inc.
                       Notes to Financial Statements
                             September 30, 1997


Note 1: Summary of Significant Accounting Policies

Operations
AMERECO, Inc. (the "Company") was organized as a Utah corporation on October
16, 1974, under the name of Norcal Chemical Corporation.  The Company's name
was changed  to AMERECO, Inc. in June 1995.   In 1986 the  Company  acquired
through the United States Bankruptcy Court  a lightweight aggregate facility
located  in Clay County, Georgia and acquired  a sand and gravel property in
Columbus, Georgia. In 1988 the Company's current management was elected.  In
April 1992  the Company  sold the  non-operating  sand and  gravel  property
utilizing  the  proceeds  from  the  sale  to retire  indebtedness  owed  to
creditors  of the  Company and  creditors in the  Chapter 11 proceeding.  In
March 1993 the  Company formed  and became  the General Partner  of Omnivest
Resources, L.P. (the "Partnership") for  the purpose  of raising  capital or
financing necessary to refurbish  and place into production  the lightweight
aggregate facility in Clay County, Georgia.   The Company transferred to the
Partnership  all of  the Company's  title and  interest  in the  lightweight
aggregate facility, subject to $311,250 of Company indebtedness, in exchange
for a 99.9% general partnership interest.  The Company concurrently executed
a Credit Agreement  with C.I.S. Resources  Limited Liability Company ("CIS")
and Georgia Resources, Inc.("GRI").  The Company as managing general partner
of the Partnership, managed the refurbishment of the plant and the operation
of the lightweight aggregate facility under terms of a management agreement.

In June 1995 after Company stockholder approval of the transfer of assets to
the Partnership, CIS and GRI  converted the total advanced  under the Credit
Agreement into a 78.13% Limited Partnership interest.   The Partnership then
consummated a $4.5 million loan facility with an outside lender. The Company
as General Partner  guaranteed  the loan.   As a requirement for the loan, a
$1.25 million  Letter of Credit  was obtained  by GRI for the benefit of the
Partnership.   As consideration  to GRI, the  Company  issued an  additional
1.75%  Limited  Partnership  interest  to GRI.   With the conversion  of the
lenders to Limited Partners and  the additional Limited Partnership interest
for the  Letter of  Credit as  collateral, the Company  reduced its  General
Partnership interest from 99.9% to 20.02%.   In addition the Partnership had
capital requirements of $1.0 million  which was funded by sale of additional
Limited Partnership interests.  The Company's ownership interest was reduced
by 1.70% to 18.32%.

On June 1, 1996, in accordance  with agreements  previously approved  by the
Company's  shareholders, the  Limited  Partners  converted their  respective
partnership interests  into shares  of the Company's common stock  through a
reverse purchase  step transaction  in which the  business owned assets were
placed in a  corporation (Omnivest  Resources, Inc.) which  is now a  wholly
owned subsidiary of the Company.

Principles of Consolidation
The consolidated financial statements include the accounts of its 100% owned
subsidiary, Omnivest Resources, Inc.   All significant  intercompany  trans-
actions and balances have been eliminated in consolidation.

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

Property and Equipment
The Company's property and  equipment are stated at cost.   Costs other than
machinery and equipment are depreciated  using the straight-line method over
the  estimated  useful  lives  of the  assets.   Machinery and  equipment of
Omnivest  Resources, Inc.  are  depreciated  using  the  units-of-production
method.   When assets  are retired  or disposed of, all applicable costs and
accumulated  depreciation are  retired from the  accounts and  any resulting
gain or loss is recognized. 

Allowance for Uncollectible Accounts
The Company  provides an  allowance for  uncollectible  accounts  based upon
prior  experience  and  management's  assessment  of the  collectibility  of
existing specific accounts.

Income Taxes
The Company has adopted the provisions of FASB Statement No. 109 "Accounting
for  Income  Taxes",  which  requires  the  asset  and liability  method  of
accounting for income taxes.

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 these estimates.

Inventory
Inventory is valued at average cost under the last-in first-out(LIFO) method
not in excess of market.

Note 2: Business Combination
Effective June 1, 1996, AMERECO, Inc. completed  a step transaction in which
it issued  3,677,071 shares  of its  common stock  valued at $8,768,613  and
received 100%  of the  common stock  of Omnivest  Resources, Inc.  (formerly
Omnivest Resources, L.P.).   The business combination was accounted for as a
reverse purchase of AMERECO, Inc. by Omnivest Resources, Inc.  Operations of
Omnivest Resources, Inc. are reported for all periods presented.  Operations
for AMERECO, Inc. are reported for the nine months ended September 30, 1997.
The purchase price approximated the fair  value of the net  assets  acquired
resulting in no goodwill.

Prior to June 1, 1996, AMERECO, Inc. reported  its general  partner interest
in Omnivest Resources, L.P. as an equity method investment. At May 31, 1996,
AMERECO, Inc.'s general  partner investment  in Omnivest Resources, L.P. was
20.02% and was carried  at $3,793,335.  From January 1, 1996 to May 31, 1996
the AMERECO, Inc. equity method loss was $133,340.


Note 3: Inventories and Accounting Change
During 1996, the  Company  changed  its method  of determining  the  cost of
inventory from  first-in, first-out (FIFO) to  the last-in, first-out (LIFO)
method.  The Company  believes the LIFO method  more closely relates current
costs with current revenue.  Inventories consisted of the following:

                                      September 30,     December 31,
                                           1997             1996

          Raw Materials                  $  54,645       $   47,336
          Aggregate                        857,838        1,200,233
          Processed Clay                   467,404          297,380
          Spare parts & supplies           116,175          103,438
                                        $1,496,062       $1,648,387

Note 4: Property and Equipment
Depreciation expense for the periods ended September 30, 1997 and  1996 were
$142,722 and $199,752, respectively.

Note 5: Notes Payable
Unaffiliated Notes Payable
Note payable - unsecured bearing interest rate
of 12% per annum, due August 30, 1996                         100,000

Note payable - unsecured bearing interest rate
of 13%, due March 31, 1997                                     75,000

Note payable, unsecured bearing interest at 11%,
interest paid semiannually, due April 15, 1997                 40,000

Note payable, unsecured bearing interest
at 8%, due December 31, 1996                                   29,587

Unsecured note due September 8, 1987 interest
rate of 8% per annum                                            3,896

Note payable - financial institution. Line of credit
secured by accounts receivable.  Interest rate is
prime plus ____%.                                             100,000

Total Unaffiliated Notes Payable                              348,483

Notes Payable to Affiliates
Note payable - Cathay Global Investments, Inc. dated
April 18, 1997.  The interest rate is prime plus 2.5%. 
The note shall be amortized over 36 months commencing
May 1, 1998 with principal and interest payments.
All remaining principal and interest balances will be
due April 17, 1999.                                           995,026

Note payable - Cathay Global Investments, Inc. dated
June 15, 1997 due June 15, 1998.  The interest rate
is prime plus 2.25% which was 10.75% at September 30,
1997                                                        1,488,655
     
Total Affiliated Notes Payable                              2,483,681

Total Current Notes Payable                                $2,832,164

Long Term Debt
Note payable - financial institution. Loan
secured by equipment, fixtures, all real
property and minerals owned by the Company and a
$500,000 Certificate of Deposit.  Term is 15 years
with monthly amortization of $54,713 principal
and interest with the interest rate adjusted
quarterly based on average Bond Equivalent Rate
during the prior quarter.                                  $4,954,486

Note payable - financial institution. Loan
secured by specific equipment, interest rate
of 10.5% per annum, monthly principal and
interest payments of $6,378.50, due August 1,
1999                                                          132,357
  Less Current Portion                                       (218,288)
  Long Term Debt                                           $4,868,555
   
Note 6: Income Taxes
The Company has loss carry-forward of $9,177,269 that  may be offset against
future taxable income.  The carry-forward expires in 2011.

A deferred  tax asset  has not  been reflected  in the  financial statements
since the  realization of the  benefit is not  assured due to  the Company's
past operating history.

At December  31, 1996,  the  Company  has  net  operating  loss  carry-overs
available  to offset  future federal taxable income, if any.   These amounts
will expire as follows:

                 1999     $  70,991         2006    $  434,768
                 2000       555,816         2007     1,954,098
                 2001       288,190         2008       479,243
                 2002       394,878         2009       472,027
                 2003       346,704         2010       768,480
                 2004       568,868         2011     2,176,396
                 2005       666,810

         Total operating loss carry-forward         $9,177,269

The components  of the  deferred  tax  asset  related to  the operating loss
carry-forward are as follows:

                   Deferred Tax Asset            $3,120,000
                   Less Valuation Allowance      (3,120,000)
                   Deferred Tax Asset            $        0

Note 7: Stock Options Stockholders Equity
In June 1995 the  stockholders of the Company  approved a stock option plan. 
Under the plan, the Board of Directors may grant options for the purchase of
up to 100,000 common shares.  The options  may be  exercisable for  not more
than ten  years and  the option price  must be  not less than  market value.
Non-qualified (non-employees)  may be  granted  options  at an  option price
determined by a committee.   During 1995, 22,500 non-qualified  options have
been granted with an exercise price of $4.00 and an expiration year of 2001.
During  1996, no  options  were  granted or  exercised  and  40,000  options
expired.   At September 30, 1997, no options have been exercised.

Additionally, the Company granted options  to officers, directors and others
for their past contributions.  No options have been exercised or are in-the-
money.   Since the option exercise prices were higher than fair market value
at the date of grant no compensation cost is included in operating income.

The following table represents these options outstanding:

                                        Exercise     Expiration
                            Granted       Price         Date

Officers and directors      400,000       $ 4.25       12/31/99
                            300,000       $ 1.50       12/31/99
                              2,500       $ 4.00       1/1/2001
                              2,500       $ 4.00       7/1/2001

Others                      400,000       $ 4.25       12/31/99 
                             20,000       $ 4.75       12/31/99
                             17,500       $ 4.00       7/1/2001
                            500,000       $ 2.00       3/17/2002
                            923,994       $ 2.00       4/18/2002

     Total                2,566,494   


Note 8: Extraordinary Items and Infrequent or Unusual Items
Georgia Resources, Inc. did not exercise their right for payment of interest
on a loan to ORLP prior to conversion. The principal was converted to common
stock and the accrued interest forgiven.   The accrued interest  through the
date of conversion was $91,253.

As a  result  of the  reverse  purchase  in 1996  and the  loan restructure,
organization  cost related  to the  partnership  and partnership  loan  fees
previously capitalized were written-off to operations.

Note 9: Transactions with Related Parties
The Officers  of the  Company have  accrued salaries  and expenses from 1988
through 1996.  The accrued  salaries and expenses  at September 30, 1997 and
1996, were $587,644 and $569,644, respectively.

On September 21, 1997,  the Company's  Board of  Directors  approved the one
year extension of the existing employment contract  with two officers.   The
duties,  compensation, bonus calculations and  benefits are the same, except
for the two year commitment in the original employment agreement.

On  September  26, 1996,  Cathay  Global  Investments, Inc.,  f/k/a Omnivest
International, Inc., an affiliate of the Company, provided an unsecured loan
to the Company for $350,000 with the same terms and conditions negotiated by
the Company with a third party on August 30, 1996.  The term of the loan was
90 days with  a 90 day renewal option  at an interest rate of 13% per annum.
The Company paid a non-refundable  processing fee of 45,918 shares of common
stock  with 45,918 shares issued  on the extension date.  The Company repaid
this  loan with  proceeds from  its borrowings  from FmHA/Rural  Development
guarantee loan in April 1997. 

In addition, Cathay  Global  Investments, Inc., an affiliate  of the Company
provided additional working capital unsecured loans  to bridge the Company's
operation  until the pending $5,000,000 loan  with an FmHA/Rural Development
guarantee  could be completed.   Cathay Global Investments, Inc. advanced an
additional $549,000  unsecured  between  November 29, 1996  and December 30,
1996 at  an interest rate  of 10.25% and a  maturity date of March 13, 1997, 
and $200,000 at such interest with a maturity date of February 28, 1997, and
$55,000 on January 13, 1997 at such interest with a maturity date of January
20, 1997.

On March 17, 1997 VM Mortgage Lending Corporation, an  affiliate of  Georgia
Resources, Inc. entered into an agreement with its secured lender  to pledge
additional Certificates of Deposit up to $1 million, which the Company could
borrow against.  As arrangement fees in connection  with such borrowing from
such related party, the Company paid an arrangement fee of 166,700 shares to
Georgia Resources, Inc. and granted an option  to purchase 500,000 shares of
the Company's common stock  at $2.00 per share  through March 17, 2002.  The
shares issued and options granted pursuant to the arrangement fee in respect
of this borrowing are  subject to a one  time demand and multiple concurrent
registration rights through March 17,2002, pursuant to a Registration Rights
Agreement between GRI and the Company.  Further, the loans to the Company by
VM Mortgage Corporation  were secured by the pledge  of the Company's shares
in its ORI subsidiary. The Company, under such agreement, is required to pay
the costs  of registration, but not selling costs.   Both Mr. Miller and Mr.
Tribbey pledged their AMERECO, Inc. common stock  as additional requirements
of the transaction.  In addition, such officers were required to subordinate
and defer  payment of  unpaid  salaries  with respect  to periods  prior  to
December 31, 1994 of approximately $425,000. In addition, Messrs. Miller and
Tribbey agreed to defer one-third of their monthly salary until ORI produces
profits under  a specified formula and  subsequent to 1995, 1996 and through
the current  date salaries  have been paid.   The additional certificates of
deposit  were released  from the  FmHA/Rural Development  Guaranteed Loan in
April 1997.

Effective  April 18,  1997  Cathay  Global  Investments, Inc. ("Cathay")  an
affiliate of the Company, agreed to renew and extend the currently outstand-
ing unsecured notes  with accrued interest  through that date.   In addition
they agreed to pay the currently outstanding unsecured note of $98,000 prin-
cipal plus accrued interest to V. M. Mortgage Corporation, also an affiliate
of the Company. The new loan has a principal balance of $947,619 plus accrued
interest of $47,407  with an  interest rate  of 2.5% over  the prime lending
rate.  The Company is required to make quarterly payments based on a formula
of profitability  through  March 31, 1998.   On May 1, 1998, the  Company is
required  to  commence  monthly  payments  based  on  the  then  outstanding
principal  balance  amortized over 36 months.   On April 17, 1999 the entire
remaining principal balance and any accrued interest is due.

In addition Cathay purchased  the Congress indebtedness  with an outstanding
principal  balance  of $1,488,655  and accrued  interest of  $46,913 through
September 30, 1997.

As arrangement fees in connection with such renewal from such related party,
the Company paid 307,998 shares to Cathay and granted an option  to purchase
923,994 shares  of the Company's  common stock at $2 per share through April
18, 2002.  The shares issued and options granted pursuant to the arrangement
fee in respect of this borrowing are subject to one time demand and multiple
concurrent registration rights  through April 18, 2002, pursuant to a Regis-
tration Rights  Agreement between  Cathay  Global Investments, Inc. and  the
Company.  Further, the loans to  the Company  by Cathay were secured  by the
pledge  of the  Company's  shares  in its  Omnivest  Resources, Inc. ("ORI")
subsidiary.  The Company, under such agreement, is required to pay the costs
of registration, but not selling costs.

Both Mr. Miller and Mr. Tribbey were required  to pledge their AMERECO, Inc.
common stock  as additional requirements  of the transaction.   In addition,
such  officers  were required  to subordinate and  defer  payment  of unpaid
salaries with respect to periods prior to December 31, 1994 of approximately
$425,000.  In addition, Messrs. Miller and Tribbey agreed to defer one-third
of their monthly salary until ORI produces profits under a specified formula
and such  deferral  only occurs  after salaries  have been paid  in full for
1995, 1996 and through the current date.  Such deferral of payment of earned
but  unpaid compensation  and deferral  of current  compensation  by Messrs.
Miller  and  Tribbey  has been  required  as a  condition  of the  Company's
borrowing  from Cathay,  affiliated with  Mr. Wei Ming Lu, who  beneficially
owns  approximately 69%  of the Common Stock  of the Company.   The Board of
Directors  of the Company,  after consideration  of the  terms and  relative
difficulty in obtaining  alternate financing determined  that such borrowing
by the company was on terms no less advantageous  to the Company  than could
have  been  obtained  from  unrelated  third parties.   Nevertheless,  it is
possible that  the Company  could have  obtained more  favorable  terms from
unrelated third parties, dealing at arms' length, had such  credit been then
available to it.
      
Note 10: Earnings Per Share
Net loss  per common share is computed  using the weighted average number of
common shares  outstanding.   Outstanding  options are not  included  in the
calculation of net loss per common share since their impact is anti-dilutive. 

Note 11: Lease Commitments
The Company leases office space  on a month-to-month basis located in Castle
Rock, Colorado.   Rent expense  for the nine months ended September 30, 1997
was $22,477.

Note 12: Commitments and Contingencies
The Company's  operations are  subject to various  federal, state  and local
laws governing  protection of  the environment.   These laws are continually
changing  and, in  general, are  becoming  more  restrictive.   The  Company
believes that it is in compliance with all applicable laws and regulations.


On September 21,1997, the Company's Board of Directors approved the one year
employment  contract with  two officers.   The duties,  compensation,  bonus
calculations and  benefits are  materially the same except  for the one year
time commitment by all parties as the original employment agreement.   Under
the agreement, if terminated, the two officers  would receive  approximately
$120,000.

The  Company  is periodically  a defendant  in legal  proceedings arising in
connection with its business. In management's opinion, neither the financial
position nor  the results  of operations  of the Company  will be materially
affected by the final outcome of these legal proceedings.


ITEM 2.  Management's Discussion and Analysis or Plan of Operations

The following is management's discussion and analysis of certain significant
factors that have  affected the Company's financial condition and results of
operation  during  the  periods  included  in  the  accompanying   financial
statements.

Results of Operations

AMERECO, Inc. (the "Company") was originally incorporated as Norcal Chemical
Corporation  on October 16, 1974.  The business of the  Company  has been to
manage  the  Subsidiary's  refurbishment  and  start-up  of the  lightweight
aggregate  facility  operation  including  manufacturing  and  marketing  of
lightweight  aggregate  used in  concrete  block, pre-stressed  and pre-cast
concrete,  structural concrete, bridge  floors, highway  surfaces and  other
uses.

Three Months Ended September 30, 1997 as Compared  to the Three Months Ended
September 30, 1996

AMERECO consolidated with its  ORI subsidiary, recognized a loss of $521,935
for the quarter ended September 30, 1997 compared to a profit of $89,131 for
the quarter ended  September 30, 1996.   This difference was due to 38% less
production during the third quarter of 1997 than in 1996, thus, higher costs
of sales plus net sales decreased 23% this quarter from the third quarter of
1996.  The Company anticipates  the loss from operations to decline substan-
tially both  from increases in sales volume and from reduction of production
costs on a per unit basis due from better efficiency and longer run times of
production.

General and  administrative  costs decreased  24% from  $21,771  in 1996  to
$16,572 in 1997.  The decrease was due to the reduction of professional fees
from the prior year.

Interest expense increased $75,478 or 68% during the quarter ended September
1997 from 1996 due to additional proceeds from issuance of debt.

Seasonal Effect on Operations

Due to the  Company's relatively  brief operating  history, the Company  has
minimal  historical  data to  calculate  the  seasonal  effect on  sales and
production.  With regard to the ORI operation, it can be expected that sales
will experience some  decline in growth  of aggregate demand  due to weather
conditions and holiday periods.  The primary months which are expected to be
affected by possible  seasonality in  the Company's  business  are  November
through February, traditionally  slow months for the  construction materials
industry in general.

Liquidity and Capital Resources

The Company  had  total  assets  of $18,828,280  at  September 30, 1997  and
$17,139,244 at December 31, 1996.   The Company's cash  balance at September
30, 1997 was  $6,880.   With no material change in cash  between  years, the
increase in working capital was primarily  a result  of obtaining  long term
debt and reducing current liabilities.

The Company  had long-term debt obligations of $4,923,312  at June 30, 1997.
The long-term debt obligation  at December  31, 1996, for  ORI was $116,559.
The increase  in  long-term  debt  was due  to the  Company completing  debt
refinancing with First Federal Savings Bank of Southwest Georgia.   The term
loan  is for 15 years for  $5,000,000  with monthly  amortization of $54,713
principal  and interest  with the interest  rate adjusted quarterly based on
a weighted average Bond Equivalent Rate during the prior quarter. 

The Company  has a loss  carry forward  of $9,177,269, which may  be used to
offset  future taxable  income until 2011.   The deferred  tax asset  is not
reflected  in the  Company's financial statements, since realization  of any
benefit is not assured in view of the Company's operating history.










 
                       PART II - OTHER INFORMATION


Item 1     Legal Proceedings

           None

Item 2     Changes in Securities

           None

Item 3     Defaults Upon Senior Securities

           None

Item 4     Submission of Matters to a Vote of Security Holders

           None

Item 5     Other Information

           None

Item 6     Exhibits and Reports on Form 8-K

           None



                            AMERECO, INC.
                             Signatures

Pursuant to the requirement of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                           AMERECO, Inc.



Date: November 14, 1997 By: /s/Kenneth W. Tribbey
                            Kenneth W. Tribbey
                            Executive Vice President and
                            Chief Financial Officer