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

                              FORM 10-QSB

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

     For the quarter ended March 31, 1999
                           --------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from               to
                                    -------------    -------------

                 Commission File No.  0-25167 
                                       ------

                    BETHURUM LABORATORIES, INC.    
                -----------------------------------
          (Name of Small Business Issuer in its Charter)

        UTAH                                               76-0050046 
-------------------------------                     --------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                     6371 Richmond, #200
                     Houston, Texas 77057
                   -------------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (713) 266-8005

     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 Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  

     (1)   Yes  X    No            (2)   Yes  X    No 
               ---      ---                  ---      ---


               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
                       DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.  Yes____        No ___        
  
                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                                March 31, 1999

                          Common - 3,507,500 shares

          
                    DOCUMENTS INCORPORATED BY REFERENCE

                              NONE.

Transitional Small Business Issuer Format   Yes  X   No 
                                                ---     ---

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.

<TABLE>
                        BETHURUM LABORATORIES, INC.
                       (A Development Stage Company)
                               Balance Sheet

<CAPTION>
                                  ASSETS

                                   March 31,          December 31,   
                                     1999                1998       
<S>                                <C>               <C>
CURRENT ASSETS

  Cash                              $      -        $       -     

     Total Current Assets                  -                -     

     TOTAL  ASSETS                         -        $       -     


     LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                  $ 16,916         $    15,711

      Total Liabilities               16,916              15,711

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock; authorized 100,000,000
   common shares at $0.001 par value;
   3,507,500 shares issued and
   outstanding                         3,508               3,508
  Additional paid-in capital          22,845              22,425
  Deficit accumulated during 
   development stage                 (43,269)            (41,644)

     Total Stockholders' Equity 
     (Deficit)                       (16,916)            (15,711)

     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT) $     -            $      -     
</TABLE>
<TABLE>
                        BETHURUM LABORATORIES, INC.
                       (A Development Stage Company)
                         Statements of Operations
<CAPTION>
                                                           From       
                                                       Inception on  
                                                         April 22,      
                           For the Three Months Ended  1983 Through 
                                   March 31,              March 31,
                               1999         1998           1999       
<S>                     <C>              <C>          <C>
REVENUES                $    -           $    -        $    -     
     
EXPENSES

  General and 
  administrative           1,625              373        41,161

     Total Expenses        1,625              373        41,161

 LOSS FROM OPERATIONS     (1,625)            (373)      (41,161)

OTHER EXPENSE

  Interest expense           -                (72)       (2,108)

     Total Other Expense     -                (72)       (2,108)

NET LOSS               $  (1,625)       $    (445)    $ (43,269)

WEIGHTED AVERAGE
 LOSS PER SHARE        $   (0.00)       $   (0.00)    
</TABLE>
<TABLE>
                        BETHURUM LABORATORIES, INC.
                          (A Development Company)
               Statements of Stockholders' Equity (Deficit)
           From Inception on April 22, 1983 to March 31, 1999
<CAPTION>
                                                                Deficit       
                                                              Accumulated  
                                                   Additional  During the    
                                  Common Stock      Paid-in   Development  
                               Shares     Amount    Capital      Stage       
<S>                            <C>        <C>       <C>        <C>
Balance on inception               -       $  -     $  -       $   -     

Issuance of common stock for
 cash at inception at 
 approximately
 $.005 per share                  300,000      300    1,200        -     

Issuance of common stock for
 services at $0.01 per share    2,500,000    2,500   12,500        -     
          
Common stock issued during 
 reorganization agreement      10,000,000   10,000  (10,000)       -          

Cancellation of common stock
 from divestiture agreement    (9,750,000)  (9,750)   9,750        -          

Net loss from inception to
  December 31, 1986                -           -        -      (18,049)

Balance, December 31, 1986      3,050,000    3,050   13,450    (18,049)

Net loss for the year 
  ended December 31, 1987          -           -        -         (124)

Balance, December 31, 1987      3,050,000    3,050   13,450    (18,173)

Net loss for the year 
  ended December 31, 1988          -           -        -         (134)

Balance, December 31, 1988      3,050,000    3,050   13,450    (18,307)

Net loss for the year 
  ended December 31, 1989          -           -        -         (144)

Balance, December 31, 1989      3,050,000    3,050   13,450    (18,451)

Net loss for the year 
  ended December 31, 1990          -           -        -         (156)

Balance, December 31, 1990      3,050,000    3,050   13,450    (18,607)

Net loss for the year 
 ended December 31, 1991           -           -        -         (169)

Balance, December 31, 1991      3,050,000    3,050   13,450    (18,776)

Net loss for the year 
 ended December 31, 1992           -           -        -         (182)

Balance, December 31, 1992      3,050,000    3,050   13,450    (18,958)

Net loss for the year 
 ended December 31, 1993           -           -        -         (196)

Balance, December 31, 1993      3,050,000    3,050   13,450    (19,154)

Net loss for the year 
 ended December 31, 1994           -           -        -         (213)

Balance, December 31, 1994      3,050,000    3,050   13,450    (19,367)

Net loss for the year 
 ended December 31, 1995           -           -        -         (229)


Balance, December 31, 1995      3,050,000    3,050   13,450    (19,596)

Expenses paid on the Company's
 behalf                            -           -        473        -     

Net loss for the year 
 ended December 31, 1996           -           -        -       (6,385)

Balance, December 31, 1996      3,050,000    3,050   13,923    (25,981)

Expenses paid on the 
 Company's behalf                  -           -      3,167        -     

Net loss for the year
 ended December 31, 1997           -           -        -         (422)

Balance, December 31, 1997      3,050,000  $ 3,050  $17,090 $  (26,403)

Expenses paid on the Company's
 behalf                            -           -      1,218        -     

Common stock issued for services
 at $0.01 per share               457,500      458    4,117        -     

Net loss for the year ended 
 December 31, 1998                 -           -        -      (15,241)

Balance, December 31, 1998      3,507,500  $ 3,508  $22,425 $  (41,644)

Net loss for the three months
ended March 31, 1999(unaudited)    -           -        -       (1,625)

Balance, March 31, 1999
(unaudited)                     3,507,500  $ 3,508  $22,425 $  (43,269)
</TABLE>
<TABLE>
                        BETHURUM LABORATORIES, INC.
                       (A Development Stage Company)
                         Statements of Cash Flows
<CAPTION>
                                                           From       
                                                       Inception on  
                                                         April 22,      
                           For the Three Months Ended  1983 Through 
                                    March 31,            March 31,
                               1999         1998           1999       
<S>                     <C>              <C>          <C>
CASH FLOWS FROM  
OPERATING ACTIVITIES

  Net loss              $  (1,625)       $    (445)    $    (43,269)
  Adjustments to 
  reconcile net loss in 
  operating activities:
   Common stock issued 
   for services                 -              -              4,575
   Increase (decrease) in 
   accounts payable         1,205              445           16,916

      Net Cash Used by 
      Operating Activities   (420)             -            (21,778)

CASH FLOWS FROM INVESTING 
ACTIVITIES                    -                -                -     

CASH FLOWS FROM FINANCING 
ACTIVITIES

  Issuance of common stock    -                -             16,500
  Additional paid-in 
  capital                     420              -              5,278

      Net Cash Provided by 
      Financing Activities    420              -             21,778

NET INCREASE (DECREASE) 
IN CASH                       -                -                -     

CASH AT BEGINNING OF PERIOD   -                -                -     

CASH AT END OF PERIOD    $    -            $   -           $    -     

CASH PAID FOR:

     Interest            $    -            $   -           $    -     
     Income taxes        $    -            $   -           $    -     
</TABLE>
                        BETHURUM LABORATORIES, INC.
                       (A Development Stage Company)
                      Notes the Financial Statements
                   March 31, 1999 and December 31, 1998

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Organization

     The financial statements presented are those of Bethurum Laboratories,
Inc., a development stage company.  The Company was incorporated in the State
of Utah on April 22, 1983 under the name Lion Resources, Inc.  The Company was
incorporated for the purpose of seeking business opportunities by mergers,
acquisitions and/or asset purchases.

     On October 24, 1983, the Company acquired 100% of the outstanding stock
of Bethurum Laboratories, Inc. (a Texas corporation) (BLI) through the
issuance of 10,000,000 shares of its restricted common stock.  In connection
with the acquisition, the Company changed its name to Bethurum Laboratories,
Inc. on October 27, 1983.  In January 1985, the acquisition agreement was
canceled due to non-performance of BLI.  Ownership of BLI was returned to its
former shareholders, and the shares issued by the Company in connection with
the acquisition were canceled with the exception of 250,000 shares which were
not returned.

     On October 24, 1983 and in conjunction with the reorganization agreement
the Company's shareholders approved a forward split agreement, whereby the
outstanding common shares were exchanged at a rate of 1.6667 shares for every
1 share outstanding.  This increased the outstanding shares to 2,500,000
immediately prior to the reorganization agreement.  All references to shares
outstanding and loss per share have been retroactively restated to restate the
forward stock split.

     b.  Accounting Method

     The Company's financial statements are prepared using the accrual method
of accounting.  The Company has selected a December 31 year end.

     c.  Basic Loss Per Share

     The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements.

     d.  Provision for Taxes

     At March 31, 1999, the Company had net operating loss carryforwards
of approximately $43,300 that may be offset against future taxable income from
the year 1998 through 2014.  No tax benefit has been reported in the financial
statements because the Company believes that there is a 50% chance or greater
the net operating loss carryforwards will expire unused, therefore the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.

     e.  Cash Equivalents

     The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

     f.  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
reported period.  Actual results could differ from those estimates.

     g.  Unaudited Financial Statements

     The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation.  Such adjustments are of a normal, recurring nature.

NOTE 2 -  GOING CONCERN

     The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern. 
It is the intent of the Company to seek a merger with an existing, operating
company.  Until that time, the stockholders have committed to covering the
operating costs of the Company.

Item 2.   Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

      The Company has not engaged in any material operations or
had any revenues from operations during the last quarter or the two most
recent calendar years. The Company's plan of operation for the next 12 months
is to continue to seek the acquisition of assets, properties or businesses
that may benefit the Company and its stockholders. Management anticipates that
to achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for any such acquisition.

     During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company.  Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances. 
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction.   As of the date of this
Report, the Company is not involved in any negotiations respecting any such
acquisition.  

Results of Operations.
----------------------

     Other than restoring and maintaining its good corporate standing in the
State of Utah, compromising and settling its debts and seeking the acquisition
of assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations during the
two most recent calendar years.

     At March 31, 1999, the Company had $0 in assets and $16,916 in
liabilities.  The Company had no revenues for the three months ended March
31, 1999 and 1998, with $1,625 and $445 in expenses, for net losses of
($1,625) and ($445).

Liquidity
---------

     At March 31, 1999, the Company had no current assets, with total
current liabilities of $16,916.  Total stockholder's equity was ($16,916). 
A stockholder contributed to capital in 1998 $1,218.

Year 2000.
---------

            Because the Company is not presently engaged in any substantial
business operations, management does not believe that computer problems
associated with the change of year to the year 2000 will have any material
effect on its operations.  However, the possibility exists that the Company
may merge with or acquire a business that will be negatively affected by the
"year 2000" problem.  The effect of such problem or the Company in the future
can not be predicted with any accuracy until such time as the Company
identifies a merger or acquisition target.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.

          No matter was submitted to a vote of the Company's security holders
during the first quarter of the calendar year covered by this Report or
during the two previous calendar years.

Item 5.   Other Information.

         None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.
                                                
          (a)  Exhibits.
               
               None.

          (b)  Reports on Form 8-K.

               None.

                            SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                         BETHURUM LABORATORIES, INC.
  
Date: 5/17/99                            By /s/William A. Silvey, Jr.
                                             ------------------------   
                                             William A. Silvey, Jr., Director  
                                             and President 

Date: 5/17/99                            By /s/ W. Scott Thompson
                                             ------------------------   
                                             W. Scott Thompson, Director    
                                             Secretary 

          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:

                                              BETHURUM LABORATORIES, INC.
  
Date: 5/17/99                             By /s/William A. Silvey, Jr.
                                             ------------------------   
                                             William A. Silvey, Jr., Director  
                                             and President 
  
Date: 5/17/99                             By /s/ W. Scott Thompson
                                             ------------------------   
                                             W. Scott Thompson, Director    
                                             Secretary