ELINK\FILING\10QSBSEC
US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
FORM 10-QSB

Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 
1934
For the quarterly period ended:  March 31, 1999

Commission file number: 000-29722


Aurora Energy, Ltd.
(Exact name of small business issuer as 
specified in its charter)

     NEVADA                    91-1780941
(State or other jurisdiction   (IRS Employer
of incorporation)            Identification No.)	

3760 N. US-31 South, Traverse City, MI  49684
(Address of principal executive offices)

(616) 941-0073
(Issuer's telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last 
report)

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 registrant was required to file such reports), and (2) has been subject to 
such 
filing requirements for the past 90 days.
Yes   X     No   

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE 
PRECEDING FIVE 
YEARS

Check whether the registrant 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 court.
Yes   x     No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of ech of the issuer's classes of common 
equity, as of the latest practicable date:  8,691,697

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

<PAGE>

Part I - Financial Information		
Item 1 - Financial Statements

AURORA ENERGY, LTD. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
		
                                               	March 31,		     December 31
	ASSETS	                                       1999 		         1998
<S>                                            <C>             <C>	
Current assets
	Cash and cash equivalents                      $	273,320		     $	13,967

	Accounts receivable	                            282,516			      415,732
	
	Prepaid expenses	                                 6,534		        	9,802

Total current assets	                            562,370		      	439,501

Oil and gas properties, using full cost 
accounting
	Properties not subject to amortization	          764,764		    1,818,043
	Properties being amortized                     1,327,824       	233,831

Total	                                          2,092,588		    2,051,874
Less accumulated amortization                    	 39,403	       	25,379

Oil and gas properties, net                    2,053,185		     2,026,495

Investment in oil and gas partnerships           132,885	        138,026

Property and equipment, net	                      62,098		        60,592

Total assets                                   2,810,538	    $	2,664,614

</TABLE>











See accompanying notes.

<PAGE>



<TABLE>
<CAPTION>
                                               	   March 31,	     December 31,
	LIABILITIES AND STOCKHOLDERS' EQUITY	             1999		         1998
<S>	                                               <C>            <C>	
Current liabilities
	Accounts payable	                                 $	 532,231	    $  626,074
	Program designated funds		                            98,751		           -- 
	Current portion of capital lease obligations 		       58,626	      	 14,739
	Short-term bank borrowings		                         620,000		      610,000
	Accrued expenses		                                    30,457		       23,212

Total current liabilities		                         1,340,065		    1,274,025

Capital lease obligations, net of current portion		   220,480        	19,087
Notes payable - affiliates		                            6,640		           --   

Total liabilities		                                 1,567,185 	   	1,293,112

Stockholders' equity 
	Common stock, $.001 par value; 500,000,000
		shares authorized; 8,691,697 shares 
	    issued and outstanding		                           8,692		        8,692
	Additional paid-in capital		                       1,869,073		    1,869,073
	Accumulated deficit		                               (634,412)		    (506,263)

Total stockholders' equity		                        1,243,353		    1,371,502

Total liabilities and stockholders' equity	       $	2,810,538	   $	2,664,614

</TABLE>




















See accompanying notes.



<PAGE>

AURORA ENERGY, LTD. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
<TABLE>
<CAPTION>
                                                  	1999          	1998
<S>                                                <C>	           <C>
Revenues
	Oil and gas sales	                                $	31,395	     $   	604
	Equity in loss of investee partnerships		           (5,142)		    (46,349)
	Interest income		                                    1,098		       7,542
	Other revenue		                                     24,351      		(3,396)

Total revenues		                                     51,702		     (41,599)
	
Expenses
	General and administrative 		                      100,500		     147,196
	Production and lease operating 		                   43,967		       2,523
	Depreciation and amortization		                     16,334		       2,196
	Interest		                                          19,050		       1,498

Total expenses		                                    179,851		     153,413


Net loss	                                        $	(128,149)	  $	(195,012)


Net loss per basic and diluted common share	     $     (.01)	   	    (.02)

</TABLE>
















See accompanying notes.

<PAGE>

AURORA ENERGY, LTD. and CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>		
		
			                                    	Additional	
		                   Common Stock       Paid in      Accumulated
	                  Shares		  Amount	    Capital      Deficit      Totals
<S>                <C>       <C>        <C>          <C>          <C>
Balances at	
December 31, 1998  8,691,697 $8,692     $1,869,073   $(506,263)	  $1,371,502

Net loss 	               	--   		--            	--    (128,149)     (128,149)

Balance at 
March 31, 1999		   8,691,697 $8,692     $1,869,073   $(634,412)	  $1,243,353


</TABLE>
































See accompanying notes.

<PAGE>

AURORA ENERGY, LTD. and CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998
<TABLE>
<CAPTION>


                                               	1999            	1998
<S>                                             <C>              <C>	
Cash flows from operating activities:
	Net loss                                       $(128,149)       $(195,012)
	Adjustments to reconcile net loss to net
 cash used in 
		operating activities:
		Depreciation and amortization                    16,334	       	   2,196
		Equity in loss of investee partnership            5,142		         46,349
		Changes in operating assets and liabilities 
      net of effects in 1999 from purchase of 
      Consolidated Exploration Co., LLC and 
      Indigas, LLC:
				Accounts receivable                           133,920	       (162,315)
				Prepaid expenses                                3,268	          3,666
				Accounts payable                              (93,843)		      132,291
				Accrued expense                                 7,245	 	          435

Net cash used in operating activities             (56,083)     		(172,390)

Cash flows from investing activities
	Capital expenditures for oil and gas 
        Properties                               (377,428)     		 (37,356)
	Capital expenditures for investee partnerships	       --      		 (80,773)
	Proceeds from sale of oil and gas properties     336,383	      	      -- 
	Cash acquired from purchase of Consolidated	          -- 	     	      -- 
		Exploration Co., LLC and Indigas, LLC           104,656		            -- 
	Capital expenditures for property and 
      Equipment                                      (117)	       	(5,360)

Net cash provided by (used in) investing 
      Activities                                    63,494 	     (123,489)

Cash flows from financing activities
	Proceeds from the sale of common stock                 -- 	    	 198,170
	Short term bank borrowings                         10,000	           	--       
Proceeds of capital lease cash draws               250,000		           -- 
	Advances from investors                                --     		  95,600
	Payments made to reduce capital lease 
       Obligations                                  (8,058)	      	(2,282)

Net cash provided by financing activities          251,942	      	291,488

Net increase in cash and cash equivalents          259,353		       (4,391)

Cash and cash equivalents, beginning of period      13,967	      	518,408

Cash and cash equivalents, end of period          $273,320	      $514,017
</TABLE>
See accompanying notes.


<PAGE>
AURORA ENERGY, LTD. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1. BASIS OF PRESENTATION

The Consolidated Balance Sheets as of March 31, 1999 and December 31, 
1998, the Consolidated Statements of Operations for the three month 
periods ending March 31, 1999 and March 31, 1998, the Consolidated 
Statement of Changes in Stockholder's Equity and the Consolidated 
Statements of Cash Flows for the three month periods ended March 31, 
1999 and March 31, 1998 have been prepared by the Company.  In the 
opinion of management, all adjustments (which include only 
reclassifications and normal recurring adjustments) necessary to present 
fairly the balance sheet, results of operations, changes in 
stockholder's equity, and cash flows at March 31, 1999 and for all 
periods presented, have been made.

Certain information and footnote disclosures normally included in the 
financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted.  It is suggested 
that these condensed consolidated financial statements be read in 
conjunction with the financial statements and notes thereto included in 
the Company's 1998 Annual Report.  The results of operations for the 
three-month period ended March 31, 1999 are not necessarily indicative 
of the operating results for the full year.


Loss Per Share

Loss per share is computed at March 31, 1999 and March 31, 1998 using 
the weighted average number of common shares outstanding during the 
period (8,691,697 and 8,563,582 respectively) determined pursuant to 
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings 
Per Share".  This Statement requires a dual presentation and 
reconciliation of "basic" and "diluted" per share amounts.  Diluted 
reflects the potential dilution of all common stock equivalents.  Since 
the assumed exercise of common stock options would be antidilutive, such 
exercise is not assumed for purposes of determining diluted loss per 
share.  Accordingly, diluted and basic per share amounts are equal.

2.	ACCOUNTING AND FINANCIAL REPORTING 

The Company no longer considers itself in the developmental stage as the 
Paxton Quarry Project, of which the Company owns a 29% working interest, 
began revenue distributions during the first quarter of 1999.  As this 
project is part of the planned principal operations of the Company, 
developmental stage presentation of accounting data is no longer 
applicable.






AURORA ENERGY, LTD. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
	
3. SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES

Effective January 1, 1999, the Company acquired from principals William 
Deneau and John Miller, Jr., 100% of their membership interests in 
Consolidated Exploration Co, LLC (Conexco) and Indigas Energy, LLC 
(Indigas) in exchange for the issuance of 1.44% overriding royalty 
interests in the Company's Crossroads Project.  Since the purchased 
entities were wholly owned by Deneau and Miller, and thus remained under 
the same control after acquisition by the Company as before acquisition, 
the acquisitions were accounted for in a manner similar to a pooling of 
interests.  Notes payable of $3,320 each were issued to Deneau and 
Miller which equaled the book value of the purchased entities and 
quantified the value of the royalty interests. 

The following presents the balance sheets of Conexco and Indigas as of 
the date of their acquisition by the Company at January 1, 1999:

<TABLE>
<CAPTION>
                          			  Conexco		        Indigas
		ASSETS	                      January 1, 1999	 January 1, 1999		   Totals
<S>                            <C>              <C>                 <C>
Current assets
	Cash	                         $	88,004	        $	16,652	           $	104,656
	Accounts receivable		               -- 		           703		                703

Total current assets		           88,004         		17,355		            105,359

Other assets
	Organizational costs (net)		        32		             -- 		                32

Total assets	                  $	88,036        	$	17,355	           $	105,391


	LIABILITIES	

Program designated funds 
	(equals total liabilities)	   $	82,100        	$	16,651	            $	98,751

Member's equity:
	Membership contributions		         500		            500		              1,000
	Distributions		                (91,967)		       (18,800)		          (110,767)
	Retained earnings		             97,403		         19,004		            116,407

Total member's equity		           5,936		            704		              6,640

Total liabilities and 
    member's equity	           $	88,036	        $	17,355	           $	105,391


</TABLE>

Form 10-QSB for the three month period ended March 31, 1999
Part I, Item 2

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE 
RESULTS OF OPERATIONS

Results of Operations

During the first quarter of 1999, the Company operations have focused on 
bringing the various projects and programs that it had developed in 1998 
into production.  

The Michigan Antrim production in the Paxton Quarry project began 
distributing revenues in the first quarter.  The Company owns 29% 
interest in the project.  The Paxton Quarry production revenues are a 
significant step in covering our general and administrative costs.  The 
project is expanding to 16 wells, however, which is requiring additional 
investment.

The Company continued developing the Crossroads project with additional 
leasing, right of way acquisitions, arranging financing of the 
facilities and gathering system and making contracts with transportation 
systems to get the gas to market.  The Company currently owns 50% of the 
project and is the operator.


Liquidity and Financial Condition

The Company's financing efforts in the first quarter of 1999 were 
concentrated on procuring the funds necessary to bring the Crossroads 
Project on line.  In that regard, the Company executed capital lease 
agreements for the Crossroads central processing facility and gathering 
system totaling $350,000.  As of March 31, 1999, the Company had drawn 
$250,000 of the $350,000.  The final $100,000 was received April 15, 
1999.  In addition, the Company sold 17% of its working interest in the 
Crossroads project for $336,383 cash, reducing the Company?s interest in 
the project to 50%.  

The Company rescinded a letter of credit previously issued as a blanket 
drilling bond to the State of Michigan which was held against the 
National City line of credit, providing a net $70,000 addition to the 
available line of credit since the first of the year.  The capital 
leases, sale of working interests and the freeing up of the previously 
unavailable credit line assure that the Company will be able to complete 
Phase One of the Crossroads project.  And despite some first quarter 
delays in acquiring right-of-way for the pipeline connecting the 
Company's Crossroads facility to NIPSCO's major pipeline, the project is 
currently scheduled to begin gas sales this June.

The first quarter of 1998 saw the Company with considerably smaller 
liabilities and cash of over $500,000.  Over the last twelve months the 
Company has invested the cash in various projects, as well as, covering 
general and administrative expenses.  In April of 1998, the Company 
established a line of credit with National City Bank in the amount of 
$750,000.  The funds obtained through the line of credit were primarily 
used in acquiring mineral leases and funding exploratory projects in 
Ohio, Indiana and Michigan.

The Company contracted to acquire from affiliates the interests in two 
small companies (Indigas Energy, L.L.C. and Consolidated Exploration, 
L.L.C.) which own and manage leaseholds in Indiana and Kentucky.  
Approximately 200,000 acres of leasehold in a primarily New Albany Shale 
prospect area were acquired.   Both entities are Michigan limited 
liability companies.

During this quarter, the Company's transfer agent was acquired by 
American Securities Transfer & Trust, Inc. (ASTT) located in Denver, 
Colorado.  ASTT has been in business since 1969 and are the ninth 
largest US transfer agent.  They are owned by Scotiabank Group, one of 
the largest international banks in Canada.  This change should bring an 
improvement in service to the Company and its stockholders.



<PAGE>


Form 10-QSB for the three month period ended March 31, 1999
Part II, Item 1

LEGAL PROCEEDINGS

There are no pending legal proceedings.

Part II, Item 2

CHANGES IN SECURITIES

There are no changes in securities.

Part II, Item 3

DEFAULTS UPON SENIOR SECURITIES

	N/A

Part II, Item 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during
the first quarter of 1999.

Part II, Item 5

OTHER INFORMATION

None

Part II, Item 6

INDEX TO EXHIBITS

(2)		       Plan of acquisition				                   None

(3) (i)	    Restated Articles of Incorporation
		          Incorporated by reference from Form 10-QSB
		          For period ended September 30, 1997

(ii)        Bylaws
            Incorporated by reference from Form 10-QSB 
            For period ended September 30, 1997 

(4)         Instruments defining the rights of    
            Security holders				
            Incorporated by reference from Form 10-SB

(10)        Material contracts
            Incorporated by reference from Form 10-SB

P		         Equipment Lease Agreement, Gage Leasing

P		         Equipment Lease Agreement, Major Gathering Co.

P		         Acquisition of Consolidated Exploration, L.L.C.

P		         Acquisition of Indigas Energy, L.L.C.

P		         Master Purchase/Sale Agreement with Northern 
 		         Indiana Public Service Company

P           Agreement to Acquire Working Interest - Dubuc

P           Agreement for Crossroads Project - Burkhardt

(11)        Statement regarding computation of per
            Share earnings				                              None

(15)        Letter on unaudited interim financial 
            Information					                                None

(18)        Letter on change in accounting Principles	  				None

(22)        Published report regarding matters
            Submitted to vote				                           None

(24)	       Power of Attorney				                           None

(27)        Financial Data Schedule

(99)	       Additional Exhibits			                          None

SIGNATURES

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

Date:  May 14, 1999		AURORA ENERGY, LTD.

					BY: /s/ William W. Deneau
					William W. Deneau, President

<PAGE>


<PAGE>
[ARTICLE]	5
[MULTIPLIER]	1
<TABLE>	
<S>		                        <C>
[PERIOD-TYPE]		                    3-MOS
[FISCAL-YEAR-END]			         DEC-31-1998
[PERIOD-END]			              MAR-31-1999
[CASH]				                       273,320
[SECURITIES]				                       0		
[RECEIVABLES]				                282,516
[ALLOWANCES]				                       0
[INVENTORY]				                        0
[CURRENT-ASSETS]				             562,370
[PP&E]				                        74,020
[DEPRECIATION]				                11,954
[TOTAL-ASSETS]			    	         2,810,538
[CURRENT-LIABILITIES]	         1,340,065
[BONDS]				                      227,120	
[PREFERRED-MANDATORY]		     		         0
[PREFERRED]				                        0
[COMMON]				                       8,692
[OTHER-SE]				                 1,869,073
[TOTAL-LIABILITY-AND-EQUITY]			2,810,538
[SALES]				                       31,395
[TOTAL-REVENUES]				              51,702
[CGS]				                         43,967
[TOTAL-COSTS]				                 43,967
[OTHER-EXPENSES]				             116,834
[LOSS-PROVISION]				                   0
[INTEREST-EXPENSE]				            19,050
[INCOME-PRETAX]				            (128,149)
[INCOME-TAX]			  	                     0
[INCOME-CONTINUING]                    0
[DISCONTINUED] 			                     0
[EXTRAORDINARY]			                     0
[CHANGES]				                          0
[NET-INCOME]				               (128,149)
[EPS-PRIMARY]			                   (.01)
[EPS-DILUTED]			                   (.01)
</TABLE>