UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                   FORM 10-QSB


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1997


                         Commission file number 0-28610

                                 XOX CORPORATION
           (Name of small business issuer as specified in its charter)

       Delaware                                                  93-0898539
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)

         1450 Energy Park Drive, Suite 120, Saint Paul, Minnesota 55108
                                 (612) 645-9000
          (Address and telephone number of principal executive offices
                        and principal place of business)

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 periods 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__

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:

Common Stock, $.025 Par Value - 2,951,731 shares outstanding as of  May 9, 1997.

Transitional Small Business Disclosure Format (check one):     Yes ___   No  X


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PART 1
FINANCIAL INFORMATION

Item 1.  Financial Statements

XOX CORPORATION                                             March 31,          December 31,
Balance Sheets                                                 1997                1996
U.S. Dollars                                                Unaudited
                                                           -----------         -----------
<S>                                                        <C>                 <C>        
Current assets:
  Cash and cash equivalents                                $ 1,939,298         $ 2,720,551
  Accounts receivable                                          344,448             193,976
  Prepaid expenses                                              88,180              90,957
  Other                                                        126,000              12,000
                                                           -----------         -----------
Total current assets                                         2,497,926           3,017,484

Property and equipment:
  Furniture and fixtures                                        67,814              67,613
  Computer equipment                                           405,004             342,448
  Leasehold improvements                                        71,866              68,766
                                                           -----------         -----------
                                                               544,684             478,827
  Less accumulated depreciation                                361,658             345,190
                                                           -----------         -----------
    Net property and equipment                                 183,026             133,637

License agreements, net of amortization of $19,167              95,833             110,208
  and $4,792 at March 31, 1997 and December 31,
  1996, respectively 

Investment in joint venture                                     40,754              41,020
                                                           -----------         -----------

Total assets                                               $ 2,817,539         $ 3,302,349
                                                           ===========         ===========

Current liabilities:
  Accounts payable                                         $   165,134         $   209,395
  Accrued expenses                                              87,203              77,355
                                                           -----------         -----------
Total current liabilities                                      252,337             286,750

Deferred revenue                                               154,998              65,667

Lont-term liabilities:
  Long-term debt - related parties                             682,830             734,451
  Accrued payroll taxes                                         33,466              34,163
  Other accrued liabilities                                     78,624              78,624
                                                           -----------         -----------
Total long-term liabilities                                    794,920             847,238

Stockholders' equity:
  Common stock                                                  73,285              73,260
  Additional paid-in capital                                12,237,617          12,236,142
  Accumulated deficit                                      -10,695,618         -10,206,708
                                                           -----------         -----------
Total stockholders' equity                                   1,615,284           2,102,694
                                                           -----------         -----------

Total liabilities and stockholders' equity                 $ 2,817,539         $ 3,302,349
                                                           ===========         ===========

See Note to Financial Statements

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XOX CORPORATION                                  For the Three Months Ended
Statements of Operations                                March 31,
U.S. Dollars                                     1997               1996
                                              Unaudited          Unaudited
                                              ----------         ----------
Net revenues:
  Customer support and consulting             $  102,603         $  126,257
  Product revenues                               229,008             47,060
  Royalties                                            0              6,010
                                              ----------         ----------
                                                 331,611            179,327

Operating expenses:
  Research and development                       348,263            180,331
  Selling, general and administrative            485,580            256,209
                                              ----------         ----------
                                                 833,843            436,540

Loss from operations                            -502,232           -257,213

Interest income                                   26,854                468
Interest expense                                 -13,266            -62,537

Share of joint venture net loss                     -266                  0
                                              ----------         ----------

Net loss                                       -$488,910          -$319,282
                                              ==========         ==========


Net loss per share                                -$0.17             -$0.23

Weighted average number of shares
  outstanding                                  2,930,401          1,408,884



See Note to Financial Statements

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<CAPTION>

XOX CORPORATION                                                 For the Three Months Ended
Statements of Cash Flows                                                 March 31,
U.S. Dollars                                                      1997               1996
                                                               Unaudited          Unaudited
                                                               ----------         ----------
<S>                                                              <C>                <C>     
OPERATING ACTIVITIES
Net loss                                                        -$488,910          -$319,282
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation                                                   16,468                948
    Amortization                                                   14,375                  0
    Share of joint venture net loss                                   266                  0
    Noncash interest expense related to warrants                        0              4,000
    Changes in other operating assets and liabilities:
      Accounts receivable                                        -150,472             18,996
      Prepaid expenses                                              2,777              4,254
      Accounts payable                                            -42,861             12,844
      Accrued interest                                                  0             28,625
      Accrued liabilities                                           9,151             16,541
      Deferred revenue                                             89,331             89,442
                                                               ----------         ----------
Net cash used in operating activites                             -549,875           -143,632

INVESTING ACTIVITIES
Purchase of property and equipment                                -65,857               -390
Working capital advances to IMETRIX Limited                      -114,000                  0
                                                               ----------         ----------
Net cash used in investing activities                            -179,857               -390

FINANCING ACTIVITIES
Net proceeds from issuance of common stock                          1,500             67,500
Net proceeds from bridge loans                                          0            100,000
Payments on notes payable                                         -53,021             -1,683
                                                               ----------         ----------
Net cash provided (-used) by financing activities                 -51,521            165,817
                                                               ----------         ----------

Net increase (-decrease) in cash and cash equivalents            -781,253             21,795
Cash and cash equivalents at beginning of period                2,720,551             29,918
                                                               ----------         ----------
Cash and cash equivalents at end of period                     $1,939,298         $   51,713
                                                               ==========         ==========


See Note to Financial Statements

</TABLE>



                                 XOX Corporation

                          Note to Financial Statements

                                 March 31, 1997

The financial statements have been prepared by XOX Corporation, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
The information furnished in the financial statements includes normal recurring
adjustments and reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of such financial statements. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and accompanying
notes included in the Company's annual report to the Securities and Exchange
Commission on Form 10-KSB for the fiscal year ended December 31, 1996.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

Net revenues for the quarter ended March 31, 1997 were $331,611, an increase of
85% over the comparable quarter of 1996. Two customers provided approximately
83% of the net revenues for the quarter ended March 31, 1997.

Shell International Exploration & Production B.V. of the Netherlands provided
$212,500, or 64% of revenues for the quarter ended March 31, 1997. Shell also
provided an additional $37,500 of revenues that XOX Corporation has recorded as
"deferred revenue" on its balance sheet as of March 31, 1997 to cover future
support activities. Shell has signed a group-wide licensing agreement for the
Company's principal product, the SHAPES(R) Geometric Computing System. This
agreement was the subject of a press release the Company made on April 7, 1997.

In addition to the revenues from Shell, ANSYS, Inc., an early adopter of the
SHAPES(R) software, provided $61,500, or almost 19% of revenues for the quarter
ended March 31, 1997. XOX Corporation and ANSYS, Inc. have been doing
collaborative work on new product enhancements which is believed will benefit
both companies. The work with ANSYS, Inc. was the subject of a press release the
Company made on December 6, 1996.

The balance of revenues for the quarter ended March 31, 1997 came from twelve
other customers, most of whom do business in the Geosciences industry.

Although revenues for the quarter ended March 31, 1997 increased 85% over the
comparable quarter of 1996, operating expenses increased 91%. Those results
combined with a favorable improvement of $75,000 in the interest income/expense
component of operations, resulted in a net loss of almost $489,000 for the
quarter ended March 31, 1997. The net loss for the comparable quarter of 1996
was $319,000.

Research and development expenses were $348,000 for the quarter ended March 31,
1997, an increase of 93% over the comparable quarter of 1996. The employment of
additional technical people at both the Company's Saint Paul location and the
Indian joint venture account for the expense increase. During the quarter ended
March 31, 1997, the Company had ten R&D scientists and engineers working at its
Saint Paul location, another eight working in the joint venture in India, and a
lead hardware engineer working in Scotland. This total of nineteen scientists
and engineers working on XOX Corporation projects during the first quarter of
fiscal year 1997 compares to a total of approximately eight scientists and
engineers for the comparable quarter of 1996.

The majority of research and development projects that are being worked on are
expected to provide revenues for the Company during the second half of 1997.

Selling, general and administrative expenses of $486,000 for the quarter ended
March 31, 1997 represent an increase of 89% over the comparable quarter of 1996.
Increased employment levels and spending on investor relations programs and
other administrative expenses relating to operating as a public company account
for the majority of the expense increase. The Company had five additional
employees working in these functional areas during the first quarter of 1997
that were not present in the first quarter of 1996. These employees include
three additional customer support representatives, a chief financial officer and
a business manager. The expenses of these five employees was approximately
$88,000 for the quarter ended March 31, 1997. The Company also increased the
time spent on its European business prospects by its representative in London,
England. This increase in sales activity plus the amortization expense of a new
trade show booth, added approximately $17,000 of additional selling expenses in
the first quarter of 1997 when compared to the comparable quarter of 1996.

During the quarter ended March 31, 1997 the Company spent approximately $65,300
on activities associated with being a public company. Investor relations
programs cost the Company approximately $22,300. During the first quarter of
1996, the Company had essentially no investor relations or administrative
expenses associated with operating as a public company. For the quarter ended
March 31, 1997 the Company had administrative expenses of approximately $15,000
for public company activities that included Nasdaq fees, transfer agent fees,
EDGAR filing fees, and fees of outside auditors and general counsel. The
Company's annual audit by Ernst & Young LLP was scheduled and completed earlier
in its most recent fiscal year to accommodate timely completion of Form 10-KSB.
This shifted approximately $8,000 of audit fees into the first quarter of 1997
when comparing to the comparable quarter of 1996.

During the quarter ended March 31, 1997 the Company also had an insurance
premium expense of $20,000 for a directors and officers liability policy. As a
private company, XOX had no such expense in the comparable quarter of 1996.

The Company had additional depreciation and amortization expenses of $30,000 for
the quarter ended March 31, 1997 when comparing to the comparable quarter of
1996. These additional expenses arose from the capital expenditures made for
property and equipment, and software license agreements for resale to its
customers, during the period subsequent to the initial public offering of
September 1996.

During the quarter ended March 31, 1997, the Company continued to keep its
surplus cash invested in money market accounts and short-term commercial paper.
These investments of the surplus cash provided approximately $27,000 of interest
income. The comparable quarter of 1996, for all practical purposes, did not have
any surplus cash, and the Company's interest income was less than $500.

The Company paid down $912,000 of debt during 1996 and in May 1996 converted
$1,508,000 of convertible debentures and $184,000 of accrued interest into
564,086 shares of Common Stock. These debt repayments and conversions resulted
in a lower interest expense for the quarter ended March 31, 1997 when comparing
to the comparable quarter in 1996. As a result of these factors, interest
expense of $13,000 was experienced in the quarter ended March 31, 1997. The
interest expense for the comparable quarter of 1996 was $63,000.

In late December 1996 the Company made an equity investment of $41,020 in its
Indian joint venture. The Company is a 47.5% shareholder in the joint venture.
For the three-month period ended March 31, 1997 the joint venture had a net loss
of $561. The Company's 47.5% share of that net loss amount, or $266, is
reflected in both the Balance Sheets and Statements of Operations as part of the
equity method of accounting for the joint venture investment. Start-up expenses
for opening a branch / satellite operation in Bangalore, India contributed to
the net loss for the Indian joint venture.

For the next several quarters, the Company believes that operating results could
vary substantially from quarter to quarter. The results of one quarter may not
be indicative of operating results in subsequent quarters. At its current stage
of business development, the Company's quarterly revenues and results of
operations may be materially affected by the timing of the development,
introduction and market acceptance of the Company's and its licensees' products.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $1,939,298 at March 31, 1997, compared to
$2,720,551 at December 31, 1996 and $51,713 at March 31, 1996. The Company's
working capital was $2,245,589 at March 31, 1997, compared to $2,730,734 at
December 31, 1996. The Company had a working capital deficit of $1,976,209 at
March 31, 1996.

For the quarter ended March 31, 1997, the Company used approximately $550,000 of
cash to finance its operating activities. For the comparable quarter of 1996
approximately $144,000 of cash was used in operating activities. The Company
continued to have operating expenses that far exceeded revenues, and as a
result, large negative cash flows were experienced in the operating activities
for the quarter ended March 31, 1997.

To help remedy this situation, the Company reduced its work force by five
employees effective April 22, 1997. The involuntary work force reduction
included three software engineers, a technical writer and the chief financial
officer. Lawrence W. McGraw, the Company's President and Chief Executive Officer
will take on the additional responsibilities of Chief Financial Officer. The
five employees that were terminated were paid two weeks of severance and all
earned vacation. The Company anticipates that the expense reduction and
associated reduction in the cash burn rate should begin to be reflected in the
Company's operating results in May of 1997.

The Company anticipates that the work force reduction will have a minimal impact
on 1997 revenues. The work force reduction and a sharper marketing focus of
application specific "applets" in the Geosciences industry was the subject of a
press release made by the Company on April 25, 1997.

The Company had capital expenditures of $65,857 for the quarter ended March 31,
1997. The Company made upgrades to its computer equipment and purchased new
computer equipment for a total expenditure of $48,000. The balance of the
capital expenditures of $17,857 was spent on new work cubicles and leasehold
improvements. During the comparable quarter of 1996 the Company made an
expenditure on equipment purchases of $390.

The Company has entered into a joint development and marketing agreement with an
Israeli company which owns technology for aerial and satellite data capture. The
Company hopes that integration of SHAPES with this technology or similar
technology will allow the Company to create a presence in the Geographic
Information Systems (GIS) industry.

The Board of Directors of the Company has authorized working capital advances to
be made to the Israeli company in the form of a convertible bridge loan up to
$200,000. As part of this bridge financing, the Company has made working capital
advances to the Israeli company of $12,000 in October 1996, and $114,000 in the
quarter ended March 31, 1997. The total working capital advances of $126,000 are
carried on the Company's balance sheet in the current asset section under the
heading of "other".

During the quarter ended March 31, 1997, the Company repaid approximately
$53,000 of employee interest-bearing debt to eleven individuals who elected to
participate in the Board approved employee debt reduction program. In April 1997
approximately $52,000 of employee non-interest bearing debt was converted at
$2.50 per share into 20,890 shares of unregistered Common Stock of XOX
Corporation. These transactions were described in more detail on Form 10-KSB
that was filed with the Securities and Exchange Commission on March 24, 1997.

On March 27, 1997, the Board of Directors of XOX Corporation extended the
exercise period of the warrants that were issued in connection with a $1,508,000
Convertible Debenture financing completed in 1995. The warrant exercise period
was originally scheduled to terminate on May 31, 1997. The new termination date
is May 31, 1998. The warrants to purchase Common Stock of XOX Corporation remain
exercisable at $6.00 per share.

Capital expenditures for the balance of fiscal year 1997 are estimated to be
$74,000.

The Company estimates that its current cash balance and the cash generated from
customer revenues will be sufficient to fund its operations and capital needs
through the first quarter of 1998.

                                     PART II

                                OTHER INFORMATION

Item 1.   Legal proceedings

The Company is not involved in any pending or, to its knowledge, threatened
litigation.

Item 6.   Exhibits and Reports on Form 8-K

            (A)     Exhibits

            10.31   Software License agreement between SHELL INTERNATIONAL
                    EXPLORATION & PRODUCTION B.V. and the Company dated
                    March 13, 1997.

            27.1    Financial Data Schedule filed herewith electronically.

            (B)     No report on Form 8-K has been filed during the quarter for
                    the period covered by this report. On May 8, 1997 a Form 8-K
                    was filed to report termination of the Company's chief
                    financial officer in connection with the work force 
                    reduction.

In accordance with the requirements of the Exchange Act, the Company caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                  XOX Corporation


May 12, 1997

                                  By  /s/ Lawrence W. McGraw
                                          Lawrence W. McGraw
                                          President,  Chief Executive Officer &
                                          Chief Financial Officer