US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB

(Mark One)

[x] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: ________________

[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ________________

Commission file number: 000-29722

AURORA ENERGY, LTD.
(Exact name of small business issuer as specified 
in its charter)

NEVADA
(State or other jurisdiction of incorporation or 
organization)

91-1780941
(IRS Employer Identification No.)

3760 North U.S. 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 __  No X

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 ____  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: 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.
(a development stage company)

STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                   (Unaudited)
ASSETS                             June 30, 1998  June 30,1997
<S>                                <C>            <C>
Current assets
   Cash and cash equivalents       $  41,554        $  51,329
   Accounts receivable               331,420           10,000
   Prepaid expenses                      144               --

Total current assets                 373,118           61,329

Oil and gas properties, not 
subject to amortization, using 
full cost accounting               1,245,895               --

Investment in oil and gas 
partnerships                         135,280          143,000

Property and equipment, net           65,080               --

Total assets                      $1,819,373         $204,329
</TABLE>

See notes to financial statements

<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                      (Unaudited)
                                      June 30, 1998  June 30, 1997
<S>                                   <C>            <C>
Current liabilities
  Accounts payable                    $  162,726     $     768
  Current portion of capital 
  lease obligations                        9,837            --
  Line of credit                         220,000            --
  Advances from investors                 49,500            --
  Accrued expenses                        26,738         3,982
Total current liabilities                468,801         4,750

Capital lease obligations, net of 
current portion                           28,739            --

Total liabilities                        497,540         4,750

Stockholders' equity 
  Common stock, $.001 par value; 
    500,000,000 shares authorized; 
    8,691,697 shares issued 
    and outstanding                        8,692         6,720
  Additional paid-in capital           1,869,073       201,295
  Deficit accumulated during the 
    development stage                   (555,932)       (8,436)

Total stockholders' equity             1,321,833       199,579

Total liabilities and stockholders' 
equity                                $1,819,373      $204,329
</TABLE>

See notes to financial statements

<PAGE>

AURORA ENERGY, LTD.
(a development stage company)

STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
                                             For the       
                     For the    For the      Period        For the
                     6 months   3 months     3/12/97       3 months
                     ended      ended        (inception)   ended
                     6/30/98    6/30/98      to 6/30/97    6/30/97

<S>                  <C>        <C>          <C>          <C>
Operating revenues   $   7,527  $   6,923    $     --     $    --
Other revenue            2,091      5,487          --          --
General and 
administrative 
expenses               275,059    123,144       7,921        7,086

Operating loss        (265,441)  (110,734)     (7,921)      (7,086)

Other income (expense)
  Equity in loss 
  of investee 
  partnerships         (46,807)    (2,623)         --           --
  Interest income       11,043      3,501          --           --
  Interest expense      (3,883)    (2,385)         --           --

Other expense, net     (39,647)    (1,507)         --           --
Net loss             $(305,088) $(112,241)     (7,921)     $(7,086)

Net loss per basic 
and diluted common 
share                $   (.035) $   (.013)   $  (.002)    $  (.001)
</TABLE>

See notes to financial statement

<PAGE>

AURORA ENERGY, LTD.
(a development stage company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM MARCH 12, 1997 (INCEPTION)
THROUGH JUNE 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
                                                  Deficit
                                                  Accumulated
                                                  During the
                                        Add'l     Develop-
                       Common Stock     Paid in   mental
                     Shares    Amount   Capital   Stage    Totals
<S>                  <C>       <C>      <C>       <C>       <C>
Common stock issued
for cash at 
$.001 per share      514,997   $  515   $     --  $  --     $  515

Common stock issued
for cash at 
$.025 per share      580,000      580     13,920     --      14,500

Common stock issued
in exchange for
interest in oil and 
gas partnership    5,575,200    5,575    137,425     --     143,000

Common stock issued
for cash at 
$1.00 per share       50,000       50     49,950     --      50,000

Common stock issued
in exchange for
cancellation of 
loan at $.7142857 
per share            700,000      700    499,300     --     500,000

Common stock issued
for cash at $.90 
per share          1,191,500    1,192  1,071,158      --  1,072,350

Common stock options
issued to consultant
and nonemployee
director                  --       --     17,400      --     17,400

Common stock issued
in exchange for
oil and gas working
interests             80,000       80     79,920      --     80,000

Net loss                 --       --         -  (555,932) (555,932)

Balance at
June 30, 1998    8,691,697  $8,692 $1,869,073 $(555,932) $1,321,833
</TABLE>

See notes to financial statements

<PAGE>

AURORA ENERGY, LTD.
(a development stage company)

STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM MARCH 12, 1997 (INCEPTION)
THROUGH JUNE 30, 1997 AND FOR THE SIX MONTHS ENDED 
JUNE 30, 1998
<TABLE>
<CAPTION>
                                        (Unaudited)
                                           1998          1997
<S>                                      <C>          <C>
Cash flows from operating activities:
  Net loss                               $(305,088)   $ (7,921)
  Adjustments to reconcile net loss to 
  net cash used in operating activities:
     Depreciation and amortization           4,174          --
     Equity in loss of investee 
       partnership                          46,807          --
     Services received in exchange 
       for stock options                        --          --
     Changes in operating assets 
       and liabilities which provided 
       (used) cash:
          Accounts receivable              (27,250)      (7,921)
          Prepaid expenses                   4,806           --
          Accounts payable                 (23,425)         768
          Accrued expense                    3,435        3,982

Net cash used in operating activities     (296,541)      (3,171)

Cash flows from investing activities
  Acquisition of interests in oil and 
    gas properties                        (465,045)           --
  Acquisition of interests in investee 
    partnerships                           (82,773)           --
  Capital expenditures for property 
    and equipment                           (6,950)           --

Net cash used in investing activities     (554,768)           --

Cash flows from financing activities
  Proceeds from the sale of common stock   198,450         54,500
  Proceeds of loan from financial 
    institution                            220,000             --
  Advances from affiliate                       --             --
  Repayment of advancement from affiliate       --             --
  Advances from investors                   49,500             --
  Payments to investors                    (89,000)            --
  Payments made to reduce capital 
    lease obligations                       (4,495)            --

Net cash provided by financing activities  374,455         54,500

Net increase in cash and cash equivalents (476,854)        51,329

Cash and cash equivalents, beginning 
of period                                  518,408             --

Cash and cash equivalents, end of period $  41,554        $51,329
</TABLE>

See notes to financial statement

<PAGE>

AURORA ENERGY, LTD.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1   BASIS OF PRESENTATION

The accompanying unaudited condensed financial 
statements have been prepared in accordance 
with generally accepted accounting principles 
for interim financial information and with 
the instructions to form 10-QSB and Article 10 
of Regulation S-X.  Accordingly, they do not 
include all of the information and footnotes 
required by generally accepted accounting 
principles for complete financial statements.  
In the opinion of management, all adjustments 
(consisting only of normal recurring accruals 
and recognition of equity in the results of 
operations of affiliates) considered necessary 
for a fair presentation have been included.  
Operating results for the six month period 
ended June 30, 1998 are not necessarily 
indicative of the results that may be expected 
for the year ended December 31, 1998.  For 
further information, refer to the financial 
statements and footnotes thereto included in 
the Company's annual report for the period 
March 12, 1997 (inception) through December 31, 
1997.


NOTE 2   COMPUTATION OF LOSS PER SHARE

Loss per share is computed for the six months 
ended June 30, 1998 and for the period 
March 12, 1997 to June 30, 1997 using the 
weighted average number of common shares 
outstanding during the period (8,579,842 and 
4,635,130 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 for all periods 
presented, such exercise is not assumed for 
purposes of determining diluted loss per share.  
Accordingly, diluted and basic per share amounts 
are equal.

ITEM 2  PLAN OF OPERATIONS

The Company seeks to maximize stock price and 
shareholder value through exploration in lower 
risk shale natural gas plays and through the 
acquisition of properties with proven production 
and positive cash flow.  The Company's short 
term goal (the next 12 months) is to acquire or 
to find through exploration and bring on line 
enough production and positive cash flows to 
cover its general and administrative expenses.  
The Company's long term goals include continued 
building of reserves and cash flows from production 
to allow for further development of existing 
properties, and mortgaging proved developed 
reserves to finance continued exploration and 
growth in value through development of untapped 
Antrim Shale, New Albany Shale or other formations.

The Company should be able to meet its cash 
requirements for the rest of the 1998 calendar 
year.  It will be necessary to raise additional 
funds for operations into 1999.  These funds 
can be raised in part by selling the Company's 
common stock through a private placement and, 
in part, by the sale of undeveloped or 
incomplete oil and gas properties and projects.  
The Company is also attempting to obtain 
recourse financing for the acquisition of 
productive properties capable of adding positive 
cash flows after servicing the related debts.

The Company anticipates no change in the 
number of employees.  

<PAGE>

Part II   OTHER INFORMATION

Items 1 through 5 not applicable.

<PAGE>

ITEM 6   INDEX TO EXHIBITS
<TABLE>
<S>    <C>                                  <C>
(2)    Plan of acquisition                  None

(3)(i) Restated Articles of Incorporation

   (ii) Bylaws                              Incorporated by
                                            reference from 
                                            Form 10-SB

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

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

    P  Bank Loan Documents

(11)   Statement regarding computation of
       Per share earnings                   None

(15)   Letter on unaudited interim          None
       financial information

(18)   Letter on change in accounting 
       principles                           None

(22)   Published report regarding matters   None
       submitted to vote

(24)   Power of Attorney                    None

(27)   Financial Data Schedule

(99)   Additional Exhibits                  None
</TABLE>

SIGNATURES

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

Date:  August 14, 1998

AURORA ENERGY, LTD.

By:/s/ William W. Deneau, President

<PAGE>

EXHIBIT 3(i)
RESTATED ARTICLES OF INCORPORATION
OF
AURORA ENERGY, LTD.


KNOW ALL MEN BY THESE PRESENTS:

That we the undersigned, having this day 
associated ourselves together for the purpose 
of forming a corporation under and by virtue of 
the laws of the State of Nevada, hereby 
adopt the following Articles of Incorporation: 

ARTICLE I

The name of the corporation is Aurora Energy, Ltd. 

ARTICLE II

The principal place of business of the 
corporation located within the State of Nevada 
shall be 825 N. Lamb, No. 77, Las Vegas, Nevada.  
Corporate mail to be directed to:  P. O. Box 
70011, Las Vegas, Nevada 89170-0011, in Clark 
County.  The Board of Directors may establish 
from time to time other offices within and 
without the State of Nevada. 

ARTICLE III

The nature of the business or purposes proposed 
to be transacted or carried on by the corporation 
shall be to engage in any lawful activity.

ARTICLE IV

The total authorized capital stock of the 
corporation is the amount of Five Hundred 
Million shares of common stock having a par 
value of $.001 per share.

ARTICLE V

The names and post office addresses of the 
Board of Directors of Aurora Energy, Ltd. 
are as follows: 

H. Eugene Gerke
Chairman of the Board and Treasurer
P. O. Box 70011
Las Vegas, NV  89170-0011

Nicky R. Vaughn
President and Director
P. O. Box 390
Brisbane, CA  94005

Harold D. Blethen
Secretary and Director
P. O. Box 6175
San Jose, CA 95150

John H. Schmelter II
Director
17921-G Skypark Circle
Irvine, CA 92714

Warren Fieldhouse
Vice President and Director
P. O. Box 3774
Carmel, CA  93921

The business and affairs of the Corporation 
shall be conducted by a board of directors 
of such number as the By-laws may provide:  
but the directors may not be less than three.  
A governing board of directors may elect to 
increase the number of directors by a vote 
of the board. 

ARTICLE VI

Consideration for issuance of shares may be 
paid in whole or in part, in money, labor, 
property, or other things of value to the 
Corporation. When payment of the consideration 
for which said shares are to be issued shall have 
been received by the Corporation, such shares 
shall be deemed to be fully paid and 
non-assessable.  In absence of fraud in the 
transaction, the judgment of the Board of 
Directors as to the value of the consideration 
for shares shall be conclusive. 

ARTICLE VII

The Board of Directors shall have the power 
to authorize from time to time, other 
classifications of stock, such as preferred, 
special, or additional common, and to 
designate the number of said shares and shall fix 
and determine the designations, rights, preferences 
or other variations of each class or series 
of stock.  The Board of Directors shall also have 
the power to authorize the issuance of bonds, 
and variations of same for any purpose determined 
by the Board, to be in the best interests of the 
Corporation, and its shareholders. 

ARTICLE VIII

The Corporation shall have perpetual existence. 

ARTICLE IX

Any one or more of the directors may be removed, 
with or without cause, at any time by a vote or 
written consent of the stockholders representing 
a majority of the issued and outstanding capital 
stock of the Corporation entitled to voting power.

ARTICLE X

The Board of Directors shall elect or appoint 
officers: president, secretary, treasurer, etc., 
a resident agent, and such other officers, agents, 
advisors or others for the administration of the 
business of the Corporation as it shall from time 
to time determine.  Officers of the Corporation 
need not be members of the Board of Directors. 

ARTICLE XI

In furtherance and not in limitation of the powers 
vested by law, the Board of Directors is 
expressly authorized: 

A. To hold meetings within or without the State 
of Nevada. 
B. If the By-laws so provide, to designate two or 
more of its number to constitute an Executive 
Committee, which Committee shall have and exercise 
any or all of the powers of the Board of Directors 
in the management of the business and affairs of 
the Corporation.  
C. Subject to the Bylaws: to make, alter, amend 
or change the By-laws of the Corporation. 
D. Subject to the By-laws, to appoint a resident 
agent of the state of domicile; to dismiss the 
registrant agent and file an appointment of 
another resident agent, for any valid reason 
what-so-ever.

ARTICLE XII

To the extent permitted by law, the private 
property of each and every stockholder, officer 
and director of the Corporation, real or personal, 
tangible or intangible, now owned or hereafter 
acquired by any of them, is and shall be forever
exempt from all debts and obligations of the 
Corporation, of any type what-so-ever. 

ARTICLE XIII

The Corporation shall indemnify all of its 
officers and directors, present and future, 
against any and all expenses incurred by them, 
and each of them including, but not limited 
to, legal fees, judgments, and penalties which 
may be incurred, rendered, or levied in any 
legal action brought against any or all 
of them for or on account of any act or 
omission alleged to have been committed 
while acting within the scope of their duties 
as officers or directors of this Corporation.

ARTICLE XIV

The names and post office addresses of the 
incorporators are as follows:
<TABLE>
Name                        Post Office Address
<S>                         <C>
H. Eugene Gerke             P.O. Box 70011, Las Vegas, NV 89170
Nicky R. Vaughn             P.O. Box 390, Brisbane, CA 94005
Harold D. Blethen           P. O. Box 6175, San Jose, CA 95150
</TABLE>

ARTICLE XV

The Corporation's shareholders do not have 
a preemptive right to acquire the Corporation's 
unissued shares. 

ARTICLE XVI

A director or officer is not liable for 
damages for breach of fiduciary duty as a 
director or officer except for: (a) acts or 
omissions which involve intentional 
misconduct, fraud or a knowing violation 
of the law; or (b) the payment of a 
distribution in violation of NRC 78.300.

[ARTICLE] 5
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   6-MOS
[FISCAL-YEAR-END]                          DEC-31-1998
[PERIOD-END]                               JUN-30-1998
[CASH]                                          41,554
[SECURITIES]                                         0
[RECEIVABLES]                                  331,420
[ALLOWANCES]                                         0
[INVENTORY]                                          0
[CURRENT-ASSETS]                               373,118
[PP&E]                                          69,986
[DEPRECIATION]                                   4,906
[TOTAL-ASSETS]                               1,819,373
[CURRENT-LIABILITIES]                          468,801
[BONDS]                                         28,739
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                         8,692
[OTHER-SE]                                   1,869,073
[TOTAL-LIABILITY-AND-EQUITY]                 1,819,373
[SALES]                                              0
[TOTAL-REVENUES]                                12,410
[CGS]                                                0
[TOTAL-COSTS]                                    6,578
[OTHER-EXPENSES]                               116,566
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                               2,385
[INCOME-PRETAX]                              (112,241)
[INCOME-TAX]                                         0
[INCOME-CONTINUING]                                  0
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                         0
[EPS-PRIMARY]                                        0
[EPS-DILUTED]                                        0
</TABLE>