SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                  
                             Form 10-QSB

 x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
                                  
            For the Quarterly Period Ended March 31, 1997

                                 or
                                  
__   TRANSITION REPORT PURSUANT  TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934.

          For the transition period from __________to__________

                    Commission file number 0-21591
                       MASON OIL COMPANY, INC.
     (Name of small business issuer as specified in its charter)
                                  
          Utah                          87-1099747
     (State of Incorporation)            (I.R.S. Employer
Identification No.)

                        6337 Ravenwood Drive
                      Sarasota, Florida  34243
              (Address of principal executive offices)
                                  
                           (941) 351-3102
                     (IssuerOs telephone number)

     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
                                  
                           Not applicable
                                  
                APPLICABLE ONLY TO CORPORATE ISSUERS
                                  
                                  
Indicate   the  number  of  shares  outstanding  of  each   of   the
Registrant's  classes of common stock, as of the latest  practicable
date:

                            May 15, 1997

  There were 10,850,454 shares of the Issuers common stock at a par
      value of $.001 per share, outstanding as of May 15, 1997


                       MASON OIL COMPANY, INC.

                     Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                        March 31,      June 30,
                                          1997           1996
<S>                                      <C>              <C>
                             ASSETS
Current Assets:
  Cash and cash equivalents            $1,798,125       $   12,277
  Accounts receivable                       4,550               47
      Total Current Assets              1,802,675           12,324

Property and Equipment:
  Unproved Oil and Gas
    Properties   -  full  cost            178,891          176,460
    Office     Equipment                    1,369              -
       Total Property & Equip             180,260          176,460

Other Assets:
     Deposits                              23,700           23,700
     Organizational   Costs                 1,406            1,406
        Total Other Assets                 25,106           25,106

            TOTAL   ASSETS             $2,008,041       $  213,890


              LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts Payable                  $     48,863       $    6,249
      Total Current Liabilities            48,863            6,249

Long-term Liabilities:
       Notes   Payable  -  Stockholders   261,801          207,988

Stockholders' Equity:
     Common Stock, $.001 par value,
     50,000,000 shares authorized;
     10,850,454 shares issued and
     outstanding at March 31, 1997         10,850                -
     Common Stock, $1 par value,
     50,000 shares authorized; 100
     issued and outstanding at
     September   30,   1996                    -               100
     Additional   paid-in   capital     1,874,172              900
     Accumulated Deficit                 (186,736)          (1,116)
     Foreign   Currency  Translation         (909)            (231)
         Total Equity                   1,697,377             (347)

          TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY        $2,008,041        $ 213,890


         See notes to consolidated financial statements

</TABLE>


                       MASON OIL COMPANY, INC.

                Consolidated Statements of Operations
                For the Three Months and Nine Months
                        Ended March 31, 1997


<TABLE>
<CAPTION>
                                   Three Months        Nine Months
                                      Ended               Ended
                                    March 31,            March 31,
                                      1997                  1997
<S>                                    <C>                   <C>

Costs and expenses:
     Selling, general and
      administrative              $    126,323            $ 177,030

          Total operating costs
           and expenses                126,323              177,030


Other (income) expense:
      Interest income                   (5,843)              (5,942)
      Interest expense                   4,160                9,706

Net loss                             $(124,640)          $ (180,794)

Loss   per  share                    $    (.01)          $     (.02)


Weighted average number of
 shares outstanding                  9,767,121            9,406,010

</TABLE>


           See notes to consolidated financial statements.



                       MASON OIL COMPANY, INC.

                Consolidated Statements of Cash Flows
      For the Three Months and Nine Months Ended March 31, 1997

<TABLE>
<CAPTION>
                                   Three Months        Nine Months
                                       Ended               Ended
                                     March 31,           March 31,
                                       1997                 1997
<S>                                    <C>                  <C>
Cash flows used for operating
 activities
  Net (loss)                       $  (124,640)          $  (180,794)
     Adjustments to reconcile
      net loss to net cash used
      in operating activities:
     Stock and options issued
      for services                      24,797                24,797
     Accrued interest to
      related parties                    4,160                 9,706
     Accounts payable                   30,264                48,587
     Accounts receivable                (4,503)               (4,503)
     Net cash used for operating
      activities                       (69,922)             (102,207)

Cash flows used by investing
 activities
  Oil and gas exploration expenses          -                 (2,431)
  Purchase  of  equipment               (1,369)               (1,369)
     Net cash used for investing
      activities                        (1,369)               (3,800)

Cash flows from financing
 activities
  Advances from shareholders            15,000                44,107
  Proceeds from sale of stock, net   1,848,500             1,848,500
     Net cash provided by
       financing activities          1,863,500             1,892,607

Net effect of currency
 fluctuations on cash                     (372)                 (752)

Net increase in cash                 1,791,837             1,785,848

Beginning cash balances                  6,288                12,277

Ending cash balances             $   1,798,125            $1,798,125

</TABLE>

Supplemental non-cash flow disclosures:
     During the quarter ended December 31, 1996, a shareholder of the
     Company  forgave  a  note  in the amount  of  $2,500  which  was
     recorded as additional paid-in capital.

     During  the  quarter  ended December  31,  1996,  IAN  Holdings,
     Limited  exchanged  all 100 shares issued  and  outstanding  for
     6,000,000 newly issued unregistered shares of Mason Oil Company.

     During  the quarter ended March 31, 1997, consultants performing
     services  for  the  Company received 150,000 shares  of  common
     stock and options to purchase 225,000 shares of the Company's 
     common stock for  such  services.   The common stock  issued 
     was  valued  at $15,000  and  the Company recorded $9,797 as 
     consulting  expense associated with the stock options issued 
     for services.
     



                         MASON OIL COMPANY, INC.

             Notes to Consolidated Financial Statements


Note 1 - Summary of Accounting Policies

The  summary  of  the Company's significant accounting  policies  are
incorporated  by reference to the Company's June 30,  1996  financial
statements filed with Form 8-K/A dated October 14, 1996.

The   accompanying  unaudited  condensed  financial  statements   and
disclosures  reflect  all  adjustments  which,  in  the  opinion   of
management  are necessary for a fair presentation of the  results  of
operations,  financial  position and  cash  flows.   The  results  of
operations  for the periods indicated are not necessarily  indicative
of the results for a full year.


Note 2 - Going Concern

The  Company  has had no revenues from operations in  either  of  the
last  two fiscal years resulting in net losses and negative cash flow
from  operations.  However, the Company completed an equity financing
agreement with FAI overseas investments pty. ltd. based in Sydney,
Australia  during this fiscal quarter.  Pursuant to the agreement, 
Mason Oil issued FAI 1,475,000 new common shares which represent a 
fourteen percent  (14%) equity  interest  in  the  Company  and  
received  net  proceeds   of approximately   $1.85  million.   The
Company  intends   to   pursue additional  financing  alternatives 
including  a  possible  secondary offering or private placement in 
an effort to fund future exploration expenses.


Note 3 - Stock and Options Issued for Consulting Services

During  the  quarter ended March 31, 1997, the Company  entered  into
an  agreement with four consultants for the performance  of  certain
services.   Under such agreement, the Company issued 150,000  shares
of  common stock to one consultant for services through March 31, 1997.
The  agreement  has  since been terminated as to such consultant as  the
services  to  be provided by such consultant have been fulfilled.  
The Company  also issued  stock  options to three other consultants, which
will vest and become exercisable progressively and cumulatively in equal
quarterly increments as set forth in the table below, contingent upon
the continued affiliation of the consultants with the Company.
In all, the Company has issued options to purchase 225,000 shares of
common stock during  the  quarter  ended March 31, 1997, which options
are intended as consideration for services previously provided and  to  be
provided by the three consultants through December 31, 1998.  

<TABLE>
<CAPTION>
<S>                           <C>
     Date of Grant         Number of Shares
                    
   September 30, 1997          112,500
   December  31, 1997          112,500
   March 31, 1998              112,500
   June 30, 1998               112,500
   September 30, 1998          112,500
   December 31, 1998           112,500
                    
                               675,000

</TABLE>

Note 3 - Stock and Options Issued for Consulting Services (continued)

All  options may be exercised from time to time through June 30, 1999, in whole
or in part, to the extent such options have become vested and exercisable,
for shares of the Company's common stock at an exercise price  of $.02 per 
share.


Note 4 - Results of Operations

The Company is currently in the exploration stage.  During the fiscal
quarter ended March 31, 1997, the Company received interest income of
$5,843.   Expenses  during  this quarter  totaled  $130,483  and  the
Company sustained a net loss during this quarter of $124,640.







Item 2.   Management's Discussion and Analysis or Plan of Operation.

     The  Company continues to pursue its primary goal of  exploiting
South  Australian  Petroleum Exploration  Licenses  61  and  63  (the
"PELs"),  granted  by the Department for Mines and  Energy  of  South
Australia  ("MESA"),  and currently held by Hemley  Exploration  Pty.
Ltd.,  an  Australian  company  and wholly-owned  subsidiary  of  the
Company.   For a more detailed report on the nature of the  PELs  and
the  Company's  interest therein, reference should  be  made  to  the
Company's  Form  10-QSB  Quarterly  Report  for  the  quarter  ending
December  31, 1996, and the Company's Form 8-K Current Report,  filed
by the Company with the Securities and Exchange Commission on October
31,  1996.   In  addition, the Company has recently  embarked  on  an
expanded  business plan designed to diversify the Company's  business
operations and enlarge the Company's asset base.

     In  March, 1997, the Company opened an office in Adelaide, South
Australia, at 174 Greenhill Road, Parkside, Adelaide, S.A., Australia
5063.   The  Adelaide office is managed by John Naylor, the Company's
Vice-President.   One additional staff member has  been  retained  to
assist in supervising the Company's anticipated South Australian  and
Pacific  Rim  endeavors,  and  the  Company  is  in  the  process  of
configuring  the  Adelaide office computer and  information  systems.
The  Company  has leased vehicles suitable to access remote  drilling
locations, as well as an equipment yard and field office in Marla,  a
village  located  within the Company's proposed  initial  exploration
area.

     Petroleum Exploration

     The  Company  continues  to  plan  a  comprehensive  exploration
program  for  the PELs.  Management believes the proposed exploration
program is appropriately designed to minimize risk while providing  a
reasonable start on development of the extensive area covered by  the
PELs.

          Initial Exploration Plan and Related Funding Issues.

     The  Company's exploration plan calls for total initial  funding
of  $3.5  million.  In this regard, on February 28, 1997, the Company
received a Subscription Agreement and Investment Representation  (the
"Subscription Agreement") from FAI Overseas Investments Pty. Ltd., an
Australian  company.   Pursuant to the  Subscription  Agreement,  FAI
purchased 1,475,000 shares of the Company's common stock at  a  price
of  $1.40  per  share.   After payment by  the  Company  of  expenses
relating directly to such sale, the Company realized a net amount  of
approximately $1.85 million under the Subscription Agreement.  A copy
of  the Subscription Agreement is attached hereto as an exhibit.  The
Company  continues  to  seek additional necessary  financing  through
corporate   partnerships   with  other  petroleum   exploration   and
production companies.  In addition, the Company is considering  other
financing alternatives, including a private offering of the Company's
common stock.
     At  present,  the Company has not commenced its planned  initial
exploration  program.   However,  the Company's  currently  available
funds may be used to commence exploration under the Company's initial
exploration  plan,  with completion of the initial  exploration  plan
contingent  on  the  Company's ability to obtain  approximately  $1.7
million  in  additional funding.  If such funding  is  obtained,  the
Company's  initial  exploration  plan  would  entail  drilling  three
stratigraphic wells in the areas covered by the PELs.  The  depth  of
these  wells  is  projected  to be approximately  1600  meters  each,
drilling  a 8 1/2" hole configuration.  Coring will be undertaken  in
the major reservoir and source formations.

     Commencement  of  the  Company's  planned  initial   exploration
program  is  also  contingent  on the successful  conclusion  of  the
Company's continuing negotiations for a drilling operations  contract
with an experienced operator.  Negotiations for a drilling operations
contract with the Philippine National Oil Company, disclosed  in  the
Company's Form 10-QSB Quarterly Report for the quarter ended December
31, 1996, have been discontinued by the Company for lack of favorable
terms.  At present, the Company is conducting negotiations with other
parties  and  hopes  to  conclude an economical  drilling  operations
contract soon.

     The  Company  projects that one of the three  exploratory  wells
will  encounter producible oil, and that such well will be  completed
to   become  a  producing  well.   Within  a  reasonable  time  after
completion of the first well, two additional production wells will be
drilled to offset the discovery well.  Starting with the last quarter
of the first year of exploration, three producing wells are projected
to be in operation.

     Each   of   the  first  three  prospects  covers  an   area   of
approximately  8,000 acres, and will support a number  of  additional
wells.    Such  additional  wells  are  the  subject  of   subsequent
exploration  plans envisioned by the Company.  The  Company  projects
that  the  capital cost of drilling these additional  wells  will  be
approximately  $4.5  million, which amount  the  Company  intends  to
obtain from revenues generated by petroleum production if any of  the
first  three  wells  prove to be successful and, if  necessary,  from
future stock sales and other financing methods.

          Aboriginal Claims.

     As  a result of the Australian High Court's decision in the  Wik
case,  which  was  issued  in 1996, there has  recently  arisen  some
uncertainty  in Australia regarding the claim of aboriginals  to  the
lands  covered  by  petroleum  exploration  and  production  licenses
granted  by  the  government.  The Australia Federal  Government  has
adopted a "Ten Point Plan" intended to resolve the aboriginal  claims
to  such  lands  in  a  manner acceptable to  all  parties  involved.
Nevertheless, as a result of the uncertainties related to  aboriginal
claims  on  PEL 63, MESA has agreed to ease the Company's exploration
program commitments associated with both PELs 61 and 63. In addition,
MESA  has  recently informed the Company that both PELs are  in  good
standing,  and  has indicated a commitment to assist the  Company  in
resolving any aboriginal claims as they may arise.

     Additional legislation to resolve such claims has been proposed,
but  it  cannot  be  predicted  what  legislation  will  actually  be
implemented,  if  any.   In  light of this uncertainty,  the  Company
previously has negotiated and obtained an Access Agreement  with  the
Pitjantjatjara  aboriginal  tribe,  which  effectively  resolves  the
aboriginal  claim  with  respect to PEL 61.   The  Company  has  also
entered  negotiations with the aboriginals that  may  have  claim  to
lands  covered by PEL 63.  Counsel for the aboriginals has  indicated
that  an  Access Agreement, similar to the one applicable to PEL  61,
will  be an acceptable resolution, and the Company intends to proceed
to conclude such an agreement shortly.

     Consulting Services

     In  an  effort to diversify its business operations, the Company
plans  to explore opportunities for corporate partnerships with other
petroleum  exploration  and  production companies.   The  Company  is
currently   exploring  corporate  partnerships  with   companies   in
Southeast  Asia.  Under such a partnership arrangement,  the  Company
would  provide  consulting services and possibly  investment  capital
(should  such  resources be available to the  Company)  to  operating
petroleum  production  companies in exchange for  a  portion  of  the
revenues  generated from the production and sale  of  petroleum  from
existing wells.

     Results of Operations.

     The  Company is currently at the development stage,  and  during
the  quarterly period ended March 31, 1997, the Company  received  no
revenue  from  operations.  The Company received approximately  $1.85
million  from  the  sale of 1,475,000 shares of the Company's  common
stock.   Operating expenses during this period totaled  $130,483  and
the Company had a net loss during this period of $124,640.


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.   Submissions of Matters to Vote of Security Holders.

No  matter was submitted to a vote of security holders of the Company
during  the  period  covered  by this  Report,  whether  through  the
solicitation of proxies or otherwise.

Item 5.   Other information.

None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

     Exhibit 10.1:     Subscription    Agreement    and    Investment
               Representation, dated February 28, 1997, delivered  to
               the  Company by FAI Overseas Investments Pty. Ltd,  an
               Australian company.

     Exhibit 10.2:  Amendment No. 1 to Consulting Fee Agreement dated
               May  8,  1997,  amending the Consulting Fee  Agreement
               dated February 28, 1997, and previously filed with the
               Securities  and  Exchange Commission  on  a  Form  S-8
               Registration Statement dated March 25, 1997.

     (b)  Forms 8-K Filed During Last Quarter.

     None; not applicable.
     

                           SIGNATURES


Pursuant  to the requirement 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.

                              MASON OIL COMPANY, INC.



Date:  May 20, 1997              /s/ Paul B. Ingram, Director and 
                                     President/Treasurer