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, 1996___________Commission File No. 0-1957

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

      West Virginia                        55-0457171
State or other jusrisdiction 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, 1996_________
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 ,


                                1996              1995             1996       
                              (Unaudited)       (Unaudited)                   
                                                                              
                                                                              
CURRENT ASSETS:                                                               
 Cash                      $   294,187       $   292,792     $   463,998      
 Investments                                     579,439           -0-
 Accounts & Notes Rec.          41,591           104,157          54,656
 Inventories                    10,863            11,610           9,226
 Prepaid Expenses               17,877             6,073          28,398  


TOTAL CURRENT ASSETS            364,518           994,071         556,278    

PROPERTY, PLANT AND EQUIPMENT
 Land                         1,381,323           808,921       1,087,921  
 Building & Improvement       5,322,204         5,322,204       5,322,204
 Construction in Progress       199,311             -0-           143,390
 Furniture & Equipment        1,449,174         1,398,230       1,442,494  

TOTAL                        8,352,012         7,529,355       7,996,009
 Less: Accumulated Depreciation
       and Amortization      3,662,479         3,452,423       3,610,706      
      
TOTAL PROPERTY, PLANT 
AND EQUIPMENT                4,689,533         4,076,932       4,385,303  

OTHER ASSETS:
 Deposits and Other             69,460             4,185          69,804  

TOTAL OTHER ASSETS              69,460             4,185          69,804   

TOTAL ASSETS                 5,123,511         5,075,188       5,011,385      
                                                                           







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                     UPTOWNER INNS, INC., AND SUBSIDIARIES 
                          CONSOLIDATED BALANCE SHEET


                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                  SEPTEMBER 30,             JUNE 30,          
                              1996             1995             1996
                           (Unaudited)      (Unaudited)  

                                                                              
CURRENT LIABILITIES:
 Accounts Payable          $   155,291       $    20,111     $    71,182
 Accrued Liabilities            77,864            89,759          94,041
 Taxes Other Than Federal   
 Income Taxes                  130,603            83,239         107,742
 Notes Payable                                                                
 Current Portion of
 Long-Term Debt.               277,925           261,946         277,925  

TOTAL CURRENT LIABILITIES      641,683           455,055         550,890  

LONG-TERM LIABILITIES
 
 Notes &
 Mortgages Payable           2,269,588         2,470,569       2,322,279     
 
 
TOTAL LONG-TERM LIABILITIES  2,269,588         2,470,569       2,322,279  
 
TOTAL LIABILITIES            2,911,271         2,925,624       2,873,169  

STOCKHOLDER'S EQUITY
 Common Stock, par value $0.50 per
 share; authorized -
 shares;                       791,782           791,782         791,782
 Additional Paid-In      
 Capital                     1,032,290         1,032,290       1,032,290   
 Retained Earnings             388,168           325,492         314,144  

TOTAL STOCKHOLDERS 
EQUITY                       2,212,240         2,149,564        2,138,216 

TOTAL LIABILITIES AND 
STOCKHOLDERS EQUITY          5,123,511         5,075,188        5,011,385 
                                                                           
                        


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                     UPTOWNER INNS, INC., AND SUBSIDIARIES
                   CONSOLIDATED INCOME STATEMENT (UNAUDITED)
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30
                                                                              
                                          3 MONTHS         3 MONTHS           
                                          9/30/96          9/30/95   
                                       
REVENUES:                             
 Rooms                                  $   395,568       $   402,897   
 Food & Beverage                             86,378           111,515
 Telephone                                    8,008             8,567         
 Rents                                       57,026            54,028 
 Other                                       10,937            17,644    

TOTAL REVENUE                               557,917           594,651    

COSTS AND EXPENSES:
 Operating Departments
  Cost of Sales                              48,790            58,539
  Salaries & Wages                          117,814           114,033  
  Other                                      62,373            48,507
 General Admin.                              27,064            35,276
 Advertising                                 16,856            19,178
 Utilites                                    33,246            35,272
 Repair & Maint.                             23,503            23,245
 Interest                                    48,222            52,542
 Taxes & Licenses                            40,640            39,457
 Insurance                                   13,612            13,133
 Deprec. & Amort.                            51,773            58,650     

TOTAL COST AND EXPENSE                      483,893           497,832     

OPERATING INCOME                             74,024            96,819
OTHER INCOME (EXPENSE)
                             
 Interest Income                               -0-              8,364  

NET INCOME (LOSS) BEFORE TAXES               74,024           105,183         
     
FEDERAL INCOME TAXES AND PENALTIES 
 Provision for Taxes on Income                 -0-              4,377   
 Deferred Federal Income Taxes                 -0-                -0- 
 Tax Penalties                                 -0-                -0-    

TOTAL FEDERAL INCOME TAXES                     -0-              4,377    

TOTAL NET INCOME                             74,024           100,806         
       
EARNINGS PER SHARE                             .05               .06     
DIVIDENDS PER SHARE                     $      -0-        $       -0-    



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                     UPTOWNER INNS, INC., AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30
                                                                             
                                         
                                             1996               1995          
   
Cash Flow From Operating Activities:
 Net Income (Accrual Basis; from
  Statement of Income                   $    74,024       $    100,806 
 Add (Deduct) to Reconcile Net Income to  
  Net Cash Flow:
   Accts. Receivables (Increase) Decrease    13,065             (18,094)  
   Inventories (Increase) Decrease           (1,637)               (907)
   Prepaid Expenses Decrease (Increase)      10,521              12,637
   Accounts Payable (Decrease) Increase      84,109             (12,481)
   Accrued Liabilities (Decrease) Increase  (16,177)                125
  Taxes Other Than Federal Income Tax
   Increase (Decrease)                        22,861            (74,997)
   Deposits (Decrease)                          344              -0- 
   Depreciation and
      Amortization Expense                    51,773              58,650   

NET CASH OUTFLOW FROM OPERATIONS             238,883              65,739   

Cash Flow from Investing Activities:
 
  Cash Outflows:
    Paid for Operational Assets & Other     (356,003)            (10,986) 

NET CASH INFLOW (OUTFLOW) FROM INVESTING
  ACTIVITIES                                (356,003)            (10,986) 

Cash Flow from Financing Activities:
  Cash Outflows:
    Payment on Notes and Mortgages           (52,691)            (57,372) 

NET CASH INFLOW (OUTFLOW) FROM FINANCING 
    ACTIVITIES                               (52,691)            (57,372)     

  
Net Increases (Decreases) in Cash Plus Cash
Equivalents for the Three Months            (169,811)           (  2,619)    
Cash Plus Cash Equivalents at July 1         463,998             874,850  
Cash Plus Cash Equivalents at September 30   294,187             872,231  
                                                                          
Cash Paid for Interest in the Three Month     47,027              51,347  
                                                                          
Cash Pd for Income Taxes in The Three Months    -0-                4,377  


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                     UPTOWNER INNS, INC., AND SUBSIDAIRIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1996



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, 1996.
 

                                       




























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                     UPTOWNER INNS, INC., AND SUBSIDIARIES
                    MANAGEMENTS DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              SEPTEMBER 30, 1996


     The significant changes in operating results for the periods compared is
the 1.8% decrease in room revenues and a decrease in Food and Beverage of
22.5%.  Rents increased 5.5% and other revenues were lower by 38%.  Total
revenues were up down 6.2%.  The decline in the food and beverage revenues has
resulted from competition in the area and difficulties in getting good
personnel in other areas.

     Costs and Expenses were down overall by 2.8% due to decreases in most
areas of expenses.  As a result, operating income was down from $96,819 to
$74,024 before taxes.  The decline in revenues is the main cause of the
decline in expenses, but expenses are at the general level needed to maintain
operations.
  
     Due to the expenditures for property to construct a new motel, the
working capital has decreased from 2.2 at 09/30/95 to 1.01 at 06/30/96 and .56
at 09/30/96.  This was anticipated and should not deteriorate further as the
expansion will be financed by notes from this date forward.
























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                     UPTOWNER INNS, INC., AND SUBSIDIARIES

                                  SIGNATURES

                              SEPTEMBER 30, 1996





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:  November 08, 1996                      By    Violet Midkiff        
                                                    Violet Midkiff
                                                     President





Date:  November 08, 1996                      By    James R. Camp         
                                                    James R. Camp
                                                     Treasurer














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