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 June 30, 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:

                                June 30, 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.

<PAGE>
                  BETHURUM LABORATORIES, INC.
                 (A Development Stage Company)

                      FINANCIAL STATEMENTS

              June 30, 1999 and December 31, 1998
<PAGE>
<TABLE>
                  BETHURUM LABORATORIES, INC.
                 (A Development Stage Company)
                         Balance Sheets
<CAPTION>
                              ASSETS

                                                 June 30,       December 31,
                                                  1999             1998
                                                (Unaudited)
<S>                                         <C>               <C>
CURRENT ASSETS

 Cash                                    $             -      $        -

  Total Current Assets                                 -               -

  TOTAL ASSETS                           $             -      $        -


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                        $             14,613 $    15,711

  Total Liabilities                                    14,613      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                            25,416      22,425
 Deficit accumulated during development stage         (43,537)    (41,644)

  Total Stockholders' Equity (Deficit)                (14,613)    (15,711)

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                      $             -      $       -
</TABLE>
<TABLE>
                     BETHURUM LABORATORIES, INC.
                    (A Development Stage Company)
                       Statements of Operations
                             (Unaudited)
<CAPTION>
                                                                    From
                                                               Inception on
                                   For the         For the       April 22,
                           Three Months Ended Six Months Ended 1983 Through
                                   June 30,        June 30,      June 30,
                             1999       1998    1999      1998     1999
<S>                         <C>        <C>      <C>      <C>     <C>
REVENUES                    $     -     $    -  $     -   $    -  $     -

EXPENSES
 General and administrative       268      7,101    1,893    7,474   41,429

  Total Expenses                  268      7,101    1,893    7,474   41,429

LOSS FROM OPERATIONS             (268)    (7,101)  (1,893)  (7,474) (41,429)

OTHER EXPENSE

 Interest expense                 -          (75)     -       (147)  (2,108)

  Total Other Expense             -          (75)     -       (147)  (2,108)

NET LOSS                     $   (268) $  (7,176)$ (1,893)$ (7,621)$(43,537)

BASIC LOSS PER SHARE         $  (0.00) $   (0.00)$  (0.00)$  (0.00)
</TABLE>
<TABLE>
                  BETHURUM LABORATORIES, INC.
                     (A Development Company)
           Statements of Stockholders' Equity (Deficit)
        From Inception on April 22, 1983 to June 30, 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 six months ended
 June 30, 1999 (unaudited)         -           -        -       (1,893)

Balance, June 30, 1999
(unaudited)                     3,507,500  $ 3,508  $25,416 $  (43,537)
</TABLE>
<TABLE>
                       BETHURUM LABORATORIES, INC.
                      (A Development Stage Company)
                        Statements of Cash Flows
                               (Unaudited)
<CAPTION>
                                                                    From
                                                               Inception on
                                   For the         For the       April 22,
                           Three Months Ended Six Months Ended 1983 Through
                                   June 30,        June 30,      June 30,
                             1999       1998    1999      1998     1999
<S>                         <C>        <C>      <C>      <C>     <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

 Net loss                   $   (268) $ (7,176) $ (1,893) $(7,621) $(43,537)
 Adjustments to reconcile
 net loss in operating
 activities:
  Common stock issued
  for services                   -         -         -        -       4,575
  Increase (decrease) in
  accounts payable            (2,303)    7,176    (1,098)   7,621    14,613

   Net Cash Used by Operating
    Activities                (2,571)      -      (2,991)     -     (24,349)

CASH FLOWS FROM INVESTING
 ACTIVITIES                      -         -         -        -         -

CASH FLOWS FROM FINANCING
 ACTIVITIES

 Issuance of common stock        -         -         -        -      16,500
 Additional paid-in capital    2,571       -       2,991      -       7,849

   Net Cash Provided by
    Financing Activities       2,571       -       2,991      -      24,349

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
               June 30, 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 June 30, 1999, the Company had net operating loss carryforwards of
       approximately $43,500 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, int he 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 June 30, 1999, the Company had $0 in assets and $14,613 in
liabilities.  The Company had no revenues for the six months ended June
30, 1999 and 1998, with $1,893 and $7,621 in expenses, for net losses of
($1,893) and ($7,621).

Liquidity
---------

     At June 30, 1999, the Company had no current assets, with total
current liabilities of $14,613.  Total stockholder's equity was ($14,613).
A stockholder contributed to capital in 1999 $2,991.

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: 8/15/99                            By /s/William A. Silvey, Jr.
                                            ------------------------
                                             William A. Silvey, Jr., Director
                                             and President

Date: 8/15/99                            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: 8/15/99                             By /s/William A. Silvey, Jr.
                                             ------------------------
                                             William A. Silvey, Jr., Director
                                             and President

Date: 8/15/99                             By /s/ W. Scott Thompson
                                             ------------------------
                                             W. Scott Thompson, Director
                                             Secretary