SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.
                                   FORM 10-Q

           Quarterly Report under Section 13 or 15 (d) of the
           Securities Exchange Act of 1934

 For Quarter Ended_SEPTEMBER 30, 1997___________Commission File No. 0-1957

                              UPTOWNER INNS, INC.
          Exact name of registrant as specified in its charter

      West Virginia                        55-0457171
State or other jurisdiction of           I.R.S. Employer
incorporation or organization              Identification Number


1415 4th Avenue, Huntington, West Virginia              25701
                                                    Zip Code

Registrants telephone number, including area code (304) 525-7741

Indicate by check mark whether 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 period that the registrant 
             was required to file such reports), and

         (2) Has been subject to such filing requirement for
             the past 90 days.
                                 _x_Yes  ___No

Indicate the number of Shares outstanding of each of the Issuer's
classes of Common Stock, as of the close of the period covered
by this report.

_________Class___________      Outstanding at _SEPTEMBER 30, 1997_________
Common Stock-$.50 par value              1,583,563 Shares









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                     UPTOWNER INNS, INC., AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET


                                    ASSETS


                                      SEPTEMBER 30,             JUNE 30 ,
<TABLE>
<CAPTION>

                                1997              1996             1997       
                              (Unaudited)       (Unaudited)                   
                                                                              
<S>                       <C>               <C>             <C>
CURRENT ASSETS:                                                               
 Cash                      $   205,587       $   294,187     $   245,427
 Accounts & Notes Rec.          28,097            41,591          25,203
 Inventories                     6,996            10,863           5,996
 Prepaid Expenses               41,649            17,877          51,439  


TOTAL CURRENT ASSETS            282,329           364,518         328,065    

PROPERTY, PLANT AND EQUIPMENT
 Land                         1,554,112         1,381,323       1,554,112  
 Building & Improvement       4,989,345         5,322,204       4,989,345
 Construction in Progress     2,960,575           199,311       1,698,276
 Furniture & Equipment        1,463,768         1,449,174       1,463,768  

TOTAL                        10,967,800         8,352,012       9,705,501
 Less: Accumulated Dep.
       and Amortization       3,677,921         3,662,479       3,625,966     
       
TOTAL PROPERTY, PLANT 
AND EQUIPMENT                 7,289,879         4,689,533       6,079,535  

OTHER ASSETS:
 Deposits and Other             128,210            69,460         128,210  

TOTAL OTHER ASSETS              128,210            69,460         128,210   

TOTAL ASSETS                  7,700,418         5,123,511       6,535,810     

</TABLE>

                                                                            




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                     UPTOWNER INNS, INC., AND SUBSIDIARIES 
                          CONSOLIDATED BALANCE SHEET


                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                  SEPTEMBER 30,             JUNE 30,          
                              1997             1996             1997
                           (Unaudited)      (Unaudited)  
<TABLE>
<CAPTION>

<S>                       <C>               <C>             <C>
CURRENT LIABILITIES:
 Accounts Payable          $   642,299       $   155,291     $   635,311
 Accrued Liabilities            92,058            77,864         103,360
 Taxes Other Than Federal   
 Income Taxes                  112,621           130,603         190,332
 Notes Payable                                                                
 Current Portion of
 Long-Term Debt                271,282           277,925         272,482  

TOTAL CURRENT LIABILITIES    1,118,260           641,683       1,201,485  

LONG-TERM LIABILITIES
 
 Notes &
 Mortgages Payable           4,367,113         2,269,588       3,119,901     
 
 
TOTAL LONG-TERM LIABILITIES  4,367,113         2,269,588       3,119,901  
 
TOTAL LIABILITIES            5,485,373         2,911,271       4,321,386  

STOCKHOLDER'S EQUITY
 Common Stock, par value
 $0.50 per share; authorized
 5,000,000 shares;             791,782           791,782         791,782
 Additional Paid-In      
 Capital                     1,032,290         1,032,290       1,032,290   
 Retained Earnings             390,973           388,168         390,352  

TOTAL STOCKHOLDER'S 
EQUITY                       2,215,045         2,212,240        2,214,424 

TOTAL LIABILITIES AND 
STOCKHOLDER'S EQUITY          7,700,418         5,123,511        6,535,810 
                                                                           
</TABLE>
                        


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                     UPTOWNER INNS, INC., AND SUBSIDIARIES
                   CONSOLIDATED INCOME STATEMENT (UNAUDITED)
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30
                                                                              
                                            3 MONTHS         3 MONTHS         
                                            9/30/97          9/30/96   
<TABLE>
<CAPTION>
<S>                                    <C>               <C>
REVENUES:                             
 Rooms                                  $   249,312       $   395,568   
 Food & Beverage                             62,509            86,378
 Telephone                                    7,826             8,008         
 Rents                                       64,934            57,026 
 Other                                        7,742            10,937    

TOTAL REVENUE                               392,323           557,917    

COSTS AND EXPENSES:
 Operating Departments
  Cost of Sales                              33,062            48,790
  Salaries & Wages                          103,009           117,814  
  Other                                      28,936            62,373
 General Admin.                              15,230            27,064
 Advertising                                  9,853            16,856
 Utilities                                   31,646            33,246
 Repairs & Maintenance                       15,846            23,503
 Interest                                    49,604            48,222
 Taxes & Licenses                            39,607            40,640
 Insurance                                   12,954            13,612
 Deprec. & Amort.                            51,955            51,773     

TOTAL COST AND EXPENSE                      391,702           483,893     

OPERATING INCOME                                621            74,024
OTHER INCOME (EXPENSE)
                             
 Interest Income                               -0-               -0-   

NET INCOME (LOSS) BEFORE TAXES                  621            74,024         
     
FEDERAL INCOME TAXES AND PENALTIES 
 Provision for Taxes on Income                 -0-               -0-   
 Deferred Federal Income Taxes                 -0-               -0- 
 Tax Penalties                                 -0-               -0-     

TOTAL FEDERAL INCOME TAXES                     -0-               -0-     

TOTAL NET INCOME                                621            74,024         
       
EARNINGS PER SHARE                             .00               .05     
DIVIDENDS PER SHARE                     $      -0-        $      -0-     
</TABLE>

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                     UPTOWNER INNS, INC., AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30
                                                                             
                                         
                                                 1997               1996      
<TABLE>
<CAPTION>
<S>                                       <C>               <C>
Cash Flow From Operating Activities:
 Net Income (Accrual Basis; from
  Statement of Income                      $        621      $     74,024 
 Add (Deduct) to Reconcile Net Income to  
  Net Cash Flow:
   Accts. Receivables (Increase) Decrease        (2,894)           13,065   
   Inventories (Increase) Decrease               (1,000)           (1,637)
   Prepaid Expenses Decrease (Increase)           9,790            10,521
   Accounts Payable (Decrease) Increase           6,988            84,109 
   Accrued Liabilities (Decrease) Increase      (11,302)          (16,177)
  Taxes Other Than Federal Income Tax
   Increase (Decrease)                          (77,711)           22,861 
   Deposits (Decrease)                            -0-                 344
   Depreciation and
      Amortization Expense                       51,955            51,773   

NET CASH OUTFLOW FROM OPERATIONS                (23,553)          238,883   

Cash Flow from Investing Activities:
 
  Cash Outflows:
    Paid for Operational Assets & Other      (1,262,299)         (356,003)  

NET CASH INFLOW (OUTFLOW) FROM INVESTING
  ACTIVITIES                                 (1,262,299)         (356,003)  

Cash Flow from Financing Activities:
  Cash Outflows:
    Loan Proceeds                             1,262,299
    Payment on Notes and Mortgages              (16,287)          (52,691)  

NET CASH INFLOW (OUTFLOW) FROM FINANCING 
    ACTIVITIES                                1,246,012           (52,691)   
   
  
Net Increases (Decreases) in Cash Plus Cash
Equivalents for the Three Months                (39,840)         (169,811)    
Cash Plus Cash Equivalents at July 1            245,427           463,998  
Cash Plus Cash Equivalents at September 30      205,587           294,187  
                                                                           
Cash Pd for Interest in the Three Months         48,409            47,027  
                                                                           
Cash Pd for Income Taxes in The Three Months      -0-               -0-    

</TABLE>
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                     UPTOWNER INNS, INC., AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1997



1.  The financial statements presented reflect Uptowner Inns, Inc.,
    and its consolidated subsidiaries:  Motel and Restaurant Supply.

2.  The foregoing statements are unaudited; however, in the opinion 
    of Management, all adjustments (comprising only normal recurring
    accruals) necessary for a fair presentation of the financial 
    statements have been included.  A summary of the Corporation's
    significant accounting policies is set forth in Note 1 to the 
    Consolidated Financial Statements in the Corporation's Annual
    Report to shareholders and Form 10-K for June 30, 1997.
 

                                       




























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                     UPTOWNER INNS, INC., AND SUBSIDIARIES
                    MANAGEMENTS DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              SEPTEMBER 30, 1997


     The quarter ending September 30, 1997 reflects an overall decline in
revenues of 30% compared to September 30, 1996 resulting from the loss of the
Holiday Inn franchise and the public comments that the current operation would
cease to operate as a motel and restaurant when the new project is completed. 
Room revenues decreased 37% compared to the same quarter in the previous year
and food and beverage was down 28%. 
     
     The loss of the franchise did result in a decrease in Costs--Other due to
the franchise fees required in the previous year and advertising paid to the
franchisor was also eliminated.

     The company has reduced the repairs and maintenance to the necessary
items to contain costs and to eliminate some repairs that may be unnecessary
if the present facility is converted to another use.

     With the decline in revenues, costs have been reduced as much as possible
to better cope with the current cash flow problems.  The Statement of Cash
Flows indicates the operations generated a negative cash flow of $23,553 and
the debt reduction of $16,287 further reduced available funds. 

     The company has no significant change in liquidity since June 30, 1997,
but the current ratio of .25 to 1 is a serious problem that is being addressed
by management.  It is not anticipated that it will improve substantially in
the near term, but efforts are being made to renegotiate long-term debt to
maintain liquidity or slightly improve it. 


















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                     UPTOWNER INNS, INC., AND SUBSIDIARIES

                                  SIGNATURES

                              SEPTEMBER 30, 1997





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.



                                                  UPTOWNER INNS, INC.
                                                     (Registrant)




Date:  October 31, 1997                       By    Violet Midkiff        
                                                    Violet Midkiff
                                                     President





Date:  October 31, 1997                       By    James R. Camp         
                                                    James R. Camp
                                                     Treasurer














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