<PAGE>1
            U.S. Securities and Exchange Commission
                   Washington, D.C.  20549


                         Form 10-QSB


(Mark One)

  [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 
            For the quarterly period ended June 30, 1997

  [  ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934 
          For the transition period from __________ to _______________ 

                  Commission File No.: 0-26276

                     R.H. PHILLIPS, INC.
     (Exact name of small business issuer in its charter)

     California                                   68-0313739

(State or other jurisdiction of          (IRS Employer Identification No.)
 incorporation or organization)

           26836 County Road 12A, Esparto, California  95627
  
                (Address of principal executive offices)

                           (916) 662-3215

                     (Issuer's 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    

Number of shares outstanding of each of the issuer's classes of
common equity as of August 8, 1997: 6,394,065 

Transitional Small Business Disclosure Format:    Yes      No  X 


This document consists of 14 pages, excluding exhibits.  The
Exhibit Index is on page 14.
<PAGE> 2
                   PART I

Item 1.  Financial Statements

                                   -2-
<PAGE> 3
<TABLE>
                           R.H. PHILLIPS, INC.
                             BALANCE SHEET 
                             JUNE 30, 1997
                              (UNAUDITED) 
<CAPTION>
                                 ASSETS                                               
<S>                                                      <C>
CURRENT ASSETS:
   Cash                                                  $     243,137 
   Accounts receivable                                       2,698,326 
   Inventories                                               8,038,465 
   Deferred income taxes and prepaid expenses                  480,509
                                                         -------------
       Total current assets                                 11,460,437 

PROPERTY, PLANT, AND EQUIPMENT - net                        31,128,087 

OTHER ASSETS:
   Note receivable from shareholder                            219,210 
   Deferred loan fees and other, net                           393,767
                                                         -------------
       Total other assets                                      612,977 
                                                         -------------
TOTAL ASSETS                                             $  43,201,501 
                                                         =============
                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current maturities of long-term debt                   $  1,058,000 
   Notes payable                                               564,615 
   Accounts payable                                          1,480,962 
   Accrued liabilities                                         731,185
                                                          ------------
      Total current liabilities                              3,834,762 

LONG-TERM DEBT                                              18,240,720 
DEFERRED INCOME TAXES                                          935,000 
COMMITMENTS AND CONTINGENCIES                                       --  

REDEEMABLE PREFERRED STOCK, redeemable at $5,000,000         4,492,152 
SHAREHOLDERS' EQUITY:
   Non-redeemable preferred stock, no par value,                    --
   4,500,000 shares authorized, none
   issued and outstanding
   Common stock, no par value, 12,500,000 shares            13,887,372
   authorized, 6,392,979 shares issued and outstanding
   Additional paid-in capital                                  336,697 
   Retained earnings                                         1,474,798
                                                           -----------
      Total shareholders' equity                            15,698,867 
                                                           -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $43,201,501 
                                                           ===========

See accompanying notes to financial statements
</TABLE>
                                       -3-
<PAGE> 4
<TABLE>
                                R.H. PHILLIPS, INC.
                             STATEMENTS OF OPERATIONS 
                                   (UNAUDITED)

<CAPTION>
                                         Six Months Ended            Three Months Ended      
                                             June 30,                     June 30,
                                       -------------------           -------------------
<S>                               <C>            <C>            <C>            <C>
                                       1996           1997           1996           1997
                                  -------------  -------------  -------------  -------------
NET SALES                         $   6,991,029  $   7,669,220  $   3,805,207  $   4,183,602 

COST OF SALES                         3,955,919      4,455,094      2,046,845      2,343,445 
                                  -------------  -------------  -------------  -------------
GROSS PROFIT                          3,035,110      3,214,126      1,758,362      1,840,157 

SELLING, GENERAL 
  AND ADMINISTRATIVE EXPENSES         1,715,270      1,994,152        914,154      1,043,315 
                                  -------------  -------------  -------------  -------------
OPERATING INCOME                      1,319,840      1,219,974        844,208        796,842 

INTEREST EXPENSE                       (512,352)      (472,397)      (204,862)      (248,819)

OTHER INCOME (EXPENSE) - NET             31,568          5,628         18,222        (34,827)
                                  -------------  -------------  -------------  -------------               
INCOME  BEFORE INCOME TAXES             839,056        753,205        657,568        513,196 

PROVISION FOR INCOME TAXES             (306,100)      (270,700)      (240,100)      (184,300)
                                  -------------  -------------  -------------  -------------
NET INCOME                        $     532,956  $     482,505  $     417,468  $     328,896 
                                  =============  =============  =============  =============

NET INCOME                        $     532,956  $     482,505  $     417,468  $     328,896  

DIVIDENDS AND ACCRETION ON
 REDEEMABLE PREFERRED STOCK             (83,366)      (167,921)       (83,366)       (84,555)
                                  -------------  -------------  -------------  -------------
NET INCOME APPLICABLE TO
   COMMON STOCK                   $     449,590  $     314,584  $     334,102  $     244,341 
                                  =============  =============  =============  =============

NET INCOME PER SHARE              $         .09  $         .05  $         .07  $         .04 
                                  =============  =============  =============  =============
COMMON AND COMMON EQUIVALENT 
   SHARES OUTSTANDING                 4,734,465      6,164,704      4,734,465      6,164,704 
                                  =============  =============  =============  =============
</TABLE>

See accompanying notes to financial statements.
                      
                                               -4-

<PAGE> 5                      
<TABLE>
                                  R.H. PHILLIPS, INC.
                               STATEMENTS OF CASH FLOWS 
                                    (UNAUDITED)

<CAPTION>
                                                                   Six Months Ended            Three Months Ended      
                                                                       June 30,                     June 30,
                                                                 -------------------           -------------------
<S>                                                         <C>            <C>            <C>            <C>
                                                                 1996           1997           1996           1997
                                                            -------------  -------------  -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:             
  Net income                                                $     532,956  $     482,505  $     417,468  $     328,896 
  Adjustments to reconcile net income to net cash 
    provided by (used in) operating activities:
    Depreciation and amortization                                 709,312        879,299        361,595        377,800 
    Loss on disposal of property, plant and equipment                  --         56,677             --         65,019
    Net changes in:
      Operating assets                                           (111,298)       214,011       (681,407)      (937,817)
      Operating liabilities                                        38,348       (977,444)      (564,244)       154,845 
                                                            -------------  -------------  -------------  -------------
        Net cash provided by (used in) operating activities     1,169,318        655,048       (466,588)       (11,257)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment                    (5,944,577)    (4,492,472)    (4,445,223)    (2,922,999)
  Proceeds from sale of property and equipment                         --          9,782             --          1,440
                                                            -------------  -------------  -------------  -------------
    Net cash used in investing activities                      (5,944,577)    (4,482,690)    (4,445,223)    (2,921,559)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of (costs of issuing) redeemable preferred stock     4,798,378        (12,549)        (8,679)       (12,549)
  Issuance of (costs of issuing) common stock                    (158,739)        18,924       (158,739)        11,174 
  Payment of cash dividend                                             --       (150,000)            --             --
  Proceeds from long-term debt and notes payable                6,528,724     14,502,104      5,687,396     10,055,862
  Principal payments on long-term debt and notes payable       (6,731,820)   (10,652,926)      (584,130)    (7,158,755)
  Other financing activities                                      (14,223)        56,691         (8,571)        61,685 
                                                            -------------  -------------  -------------  -------------  
    Net cash provided by financing activities                   4,482,320      3,762,244      4,927,277      2,957,417 

INCREASE (DECREASE) IN CASH                                      (292,939)       (65,398)        15,466         24,601 
CASH AT BEGINNING OF PERIOD                                       317,624        308,535          9,219        218,536
                                                            -------------  -------------  -------------  -------------   
CASH AT END OF PERIOD                                      $       24,685  $     243,137  $      24,685  $     243,137 
                                                           ==============  =============  =============  =============
SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION: 
    Interest paid (including capitalized interest)         $      596,776  $     706,680  $     324,508  $     377,108  
NONCASH TRANSACTIONS:
    Issuance of notes payable to finance inventory 
      and equipment purchased                              $       41,841  $      82,463  $      41,841  $      32,723 
    Dividend and accretion on redeemable preferred stock   $       75,000  $      92,921  $      75,000  $      84,555 
    Conversion of subordinated debt into common stock      $           --  $   1,394,896  $          --  $   1,394,896    
                                                  
See accompanying notes to financial statements.

                                          -5-
</TABLE>
<PAGE> 6

R.H. PHILLIPS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       The interim financial statements as of June 30, 1997 and for
each of the six and three month periods ended June 30, 1996 and 1997
have been prepared by R.H. Phillips, Inc. (the "Company") without
audit.  In the opinion of management, the financial statements include all
adjustments (which include only normal recurring entries) necessary for
a fair presentation.  The operating results for the six and three month
periods ended June 30, 1996 and 1997 are not necessarily indicative of
the results which might be realized for the full year.

       Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These statements
should be read in conjunction with the financial statements and notes
included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996.

       Net income per share for the six and three month periods ended
June 30, 1997 was computed using the weighted average number of
shares of Common Stock and dilutive Common Stock equivalents
outstanding during each period.  Net income per share and common
shares outstanding for the six and three month periods ended June 30,
1996 have been restated to reflect stock dividends of 37,500 shares
issued in September 1996 and 43,352 shares issued in April 1997. 

2.  SALE AND LEASEBACK OF VINEYARDS

       In May 1997, the Company sold 371 acres of land being
developed into vineyard to John Hancock Mutual Life Insurance
Company ("Hancock").  In connection with that transaction, the
Company now leases the land and vineyards from a subtenant of
Hancock, Farmland Management Services, for a term that expires on
December 31, 2012.  The Company received proceeds from the sale of
approximately $4,209,000 in May 1997 and approximately $1,175,000
in June 1997.  The lease provides that the Company will pay rent of
approximately $161,000 per calendar quarter beginning in 1999.  The
Company has a option to repurchase the land and vineyard at the end of
the lease term.  The lease was accounted for as a long-term capital lease.








                                  -6-


<PAGE> 7
Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations
       
      In reviewing the following management's discussion and
analysis, the reader should refer to the historical financial statements of
the Company.  The discussion of the results and trends does not
necessarily imply that these results and trends will continue.  For the
purpose of the following discussion, a "case" means a nine liter case of
wine.

Overview

      During the first six months of 1997, the Company experienced
an increase in its cost of production due to adverse weather conditions
during the 1996 growing season, which caused below average crop
yields.  Many other California vineyards suffered similar or greater
reductions of their grape crops.  The reduction in the Company's grape
supply compelled the Company to increase its grape and bulk wine
purchases to meet consumer demand for the Company's wines.  At the
same time, the market price of bulk wines and grapes has increased
substantially during the past two years due to below average California
grape harvests.  Management believes that the Company's costs of
producing wines from grapes or bulk wines purchased from outside
sources is significantly higher than the costs associated with producing
wines from its own grapes. These factors are likely to increase the
Company's cost of production for at least the near future.

      Management believes that its winery and vineyard expansion
program may reduce the Company's costs of production in future years. 
The winery expansions completed in 1995, 1996 and 1997 have
eliminated the Company's need to rely on outside sources of processing
and storage for its wines, and the Company has expanded the size of its
vineyards to lessen its dependence on outside sources of bulk wines and
grapes.

Results of Operations

      Net Sales

      Net sales for the six month period ended June 30, 1997 were
approximately $7,669,000, an increase of approximately 10% over net
sales of approximately $6,991,000 during the same period in 1996.  Net
sales during both periods included the sale of bulk wines and other items. 
Excluding these sales, net sales of case wines were approximately
$7,256,000 for the six month period ended June 30, 1997, an increase of
approximately 8% over case sales totaling approximately $6,735,000
during the corresponding period  in 1996.  The average selling price per
case increased from approximately $37.86 during the six month period
ended June 30, 1996 to approximately $42.56 for the corresponding
period in 1997.  The increase in the average selling price resulted
primarily from price increases on the Company's Chardonnay and
Cabernet Sauvignon.  The number of cases sold during the first six
months of 1997 was approximately 170,000, a decrease of
approximately 4% from approximately 178,000 cases sold during the
same period in 1996.  

      Gross profit

      Gross profit increased from approximately $3,035,000, or
approximately 43% of sales, for the six month period ended June 30,
1996 to approximately $3,214,000, or approximately 42% of sales, for
the six month period ended June 30, 1997.  Excluding the sales of bulk
wines and other items, gross profit from case sales was approximately
$2,984,000, or approximately 44% of sales, for the first six months in 1996,
compared to approximately $3,065,000, or approximately 42% of sales, for the
corresponding period 

                                   -7-
<PAGE> 8
in 1997. The average cost per case sold in the first six months of
1997 increased by approximately 17% over that sold in the same period
in 1996, from approximately $21.09 per case to approximately $24.59
per case. The decrease in gross margin percentage and increase in
cost per case are attributable primarily to the higher prices of
bulk wines and grapes purchased from outside parties and to the below
average harvest experienced by the Company in 1996.  These cost increases
have been offset somewhat by the efficiencies derived from
expanded winery production facilities.  The Company has implemented 
price increases, some of which did not go into effect until July 1997, as
a compensatory measure.  

      Selling, General and Administrative Expenses

      Selling, general and administrative expenses were approximately
$1,994,000, or approximately 26% of sales, for the six month period
ended June 30, 1997, an increase from approximately $1,715,000, or
approximately 25% of sales, for the same period in 1996.  The increase
is primarily due to an increase of approximately $216,000 in selling
expenses, primarily due to higher sales program expenses.  In addition,
general and administrative expenses increased approximately $63,000,
primarily due to increased public relations costs.

      Interest Expense

      Interest expense for the six month period ended June 30, 1997
was approximately $472,000, compared to approximately $512,000 for
the same period in 1996.  The Company capitalized approximately
$386,000 of additional interest pertaining to vineyard and winery
development during the six month period ended June 30, 1997, and
approximately $220,000 during the corresponding period in 1996.  The
increase in capitalized interest reflects the increase in vineyards under
development during 1997 as compared to 1996.  The increase in total
interest cost reflects the additional interest from long-term debt acquired
in 1997.

      Net Income

      The Company generated net income of approximately $483,000
for the six month period ended June 30, 1997, compared to net income
of approximately $533,000 for the six month period ended June 30,
1996.  The decrease of approximately $50,000 was primarily due to
increases in selling expenses, which were largely offset by gross profit
increases. 

      Seasonality

      The Company usually experiences substantial seasonal
fluctuations in revenues and expenditures.  Sales volumes generally
increase during the holiday season, which causes a large percentage of
sales revenue to be recorded during the last three months of each year. 
The Company's expenditures fluctuate throughout the year based on
vineyard and winery activities.  Expenditures typically peak during the
summer and early autumn, due to harvest and crush activities, and
vineyard and winery expansions.  Consequently, the Company's financial
results during the first six months of the year are not necessarily
indicative of the Company's financial performance for the entire year.

Liquidity and Capital Resources

      The Company has financed its working capital and capital
expansion needs through internally generated funds, outside credit
facilities, equity financing, and the sale and leaseback of certain assets. 
The Company has made substantial capital expenditures to expand its
vineyards and winery facilities in order to obtain production efficiencies
through vertical integration and increased product sales.  The Company's
                                   -8-
<PAGE> 9
cash flows from operations alone have not been sufficient to satisfy all
of the working capital and capital expenditure requirements needed to
keep pace with its growth.  Consequently, the Company has depended
upon debt, equity and lease financing for its working capital and capital
expansion needs. 

      The Company has obtained various long-term loans.  The largest
of these loans was obtained from Metropolitan Life Insurance Company
("Metropolitan") in January 1995.  This loan, pursuant to which the
Company borrowed $7,500,000, has a term of 10 years.  Interest and
principal on the loan are paid in monthly installments, with eight percent
of the outstanding principal paid per annum and all remaining principal
after such monthly payments to be paid at the end of the loan's term. 
The annual interest rate on the loan is presently 9.05% as to $4,600,000
of the principal amount, 8.1% as to $1,500,000 of the principal amount,
and 8.55% as to $1,400,000 of the principal amount.

      The Company has a $7,400,000 credit facility with U.S. Bank of
California ("U.S. Bank") to finance its working capital requirements. 
The credit facility is comprised of an operating line of credit of
$6,000,000 and a non-revolving crop line of $1,400,000.  The operating
line of credit matures in April 1999, at which time all principal and
unpaid interest will be due and payable.  The annual interest rate on the
operating line is either U.S. Bank's prime rate or IBOR plus 200 basis
points, at the Company's option.   As of June 30, 1997, the operating
line had a balance of approximately $4,506,000.  The Company could
borrow up to $892,000 on the crop line of credit as of June 30, 1997,
and had borrowed $450,000 as of that date.  The crop line bears interest
at U.S. Bank's prime rate plus 100 basis points, is secured by the grape
crop and other farm assets, and matures in November 1997.

      In May 1997, the Company sold 371 acres of land being
developed into vineyard to John Hancock Mutual Life Insurance
Company ("Hancock").  In connection with that transaction, the
Company now manages, operates and leases the land and vineyards
from a subtenant of Hancock, Farmland Management Services, for a
term that expires on December 31, 2012.  The Company received
proceeds from the sale of approximately $4,209,000 in May 1997 and
approximately $1,175,000 in June 1997.  The lease provides that the
Company will pay rent of approximately $161,000 per calendar quarter
beginning in 1999.  The Company has a option to repurchase the land
and vineyard at the end of the lease term.  The lease was accounted for
as a long-term capital lease.
      

      In March 1996, the Company sold 500,000 shares of Senior
Redeemable Preferred Stock (the "Senior Preferred Stock") and
warrants to purchase up to 1,346,788 shares of Common Stock to
Hancock.  The net proceeds the Company derived from the sale of the
Senior Preferred Stock and the warrants, after payment of offering
expenses, were approximately $4,785,000. The Senior Preferred Stock
bears a cumulative annual dividend of $1.20 per share, payable
semiannually.  During the first four years after issuance, 50% of the
dividend is payable in cash and 50% of the dividend is payable in shares
of Common Stock at a price equal to the lower of the market price at the
dividend payment date or $4.00 per share.  The Company is required to
redeem one-third of the Senior Preferred Stock eight years after
issuance, and one-third in each of the succeeding years at a price of
$10.00 per share.

      As of June 30, 1997, the Company had cash of approximately
$243,000, an decrease from approximately $309,000 on December 31,
1996.  Sources of cash during the six month period ended June 30, 1997
included net income of approximately $483,000, proceeds from notes
payable of approximately $1,453,000  and proceeds from long-term debt
of approximately $13,133,000.  Cash used during that period included
approximately $4,492,000 invested in property, plant and equipment,
approximately $1,328,000 used to repay notes payable, and
approximately $9,324,000 used to repay long-term debt.

      Operating assets decreased by approximately $214,000 during
the six month period ended June 30, 1997, primarily due to a reduction
in accounts receivable from approximately $3,131,000 on December

                              -9-
<PAGE> 10
30, 1996 to approximately $2,698,000 on June 30, 1997.  This decrease in
accounts receivable is indicative of the seasonality of the Company's
sales revenues, which typically increase during the last three months of
each year.

      Operating liabilities decreased by approximately $777,000
during the six month period ended June 30, 1997, primarily due to a
reduction in accounts payable.  Accounts payable decreased from
approximately $2,178,000 on December 31, 1996 to approximately
$1,481,000 on June 30, 1997.
  
      Net working capital increased approximately $610,000 from
approximately $7,016,000 on December 31, 1996 to approximately
$7,626,000 on June 30, 1997, primarily due to the reduction in accounts
payable discussed above. 
      
      The Company is in the process of expanding its winery facilities
by adding approximately 12,000 square feet to the existing case goods
warehouse, constructing tank pads for 24 newly purchased stainless
steel tanks, and purchasing barrels and other support equipment.
Management estimates that the cost of the winery expansion will be
approximately $2,200,000.  The Company currently plans to add a
tasting room and conference facility building in late 1997 or early 1998,
and estimates the cost to be approximately $400,000.  The Company
planted approximately 347 acres of new vineyard in 1997.  Management
estimates that the cost of the 1997 vineyard expansion, including acres
previously planted but not yet fully productive, will be approximately
$3,400,000.  The Company intends to finance these projects with funds
from the recently completed sale of land and vineyards to Hancock,
internally generated funds, and long-term debt.

      Phylloxera infestation may have a negative impact on the
Company's future grape production.  Phylloxera is a root louse which
feeds on the roots of grapes, causing reduced production and eventual
vine death.  Of the Company's 1,548 acres of vineyard, 289 acres have
root stock which is susceptible to Phylloxera.  Management estimates
that the commercially productive life of these vineyards is ten years from
January 1, 1994, as compared with the twenty-five year life generally
estimated for vineyards, and that the reduction in the useful life of these
vineyards will result in an increase in depreciation and maintenance
expense totaling approximately $110,000 per year.  The increased
expenses are added to the cost of grapes harvested, thus increasing cost
of sales.  The Company plans to remove and replace all Phylloxera-
infested or susceptible vines with rootstock believed to be resistant to
Phylloxera. 

      The above discussion concerning future financing needs,
vineyard and winery expansion, the impact of Phylloxera and factors
affecting liquidity are forward looking statements.  Although
management believes that these statements are reasonable in view of the
facts available to it, the Company's past experience, and trends in the
wine industry, there can be no assurance that any of these statements
will prove to be true.  There are many factors which could have a
material impact upon whether these projections will be realized or
whether these trends will continue.  Among these factors are the
following:

      Availability of Future Financing.  The Company may continue
to heavily depend upon its ability to raise additional debt or equity
financing for its working capital and capital expansion needs.  The
ability to raise financing is in turn dependent upon a variety of factors,
some of which are outside the control of the Company.  These factors
include, but are not limited to, interest rates, the availability of sources
of financing and the exercise of warrants issued in the Company's initial
public offering.  If all of the warrants are not exercised, interest rates
increase, or other financing becomes unavailable or more costly to
obtain, the Company may not be able to raise sufficient capital to supply
its needs.

      Costs of Expansion.  Management has based its assumptions
concerning the costs of expansion on estimates which it believes are
reasonable.  However, there can be no assurance that the Company's

                              -10
<PAGE> 11
estimates as to the costs of expansion will prove to be correct.  If these
costs are higher than anticipated, the Company may be required to raise
an even greater amount of financing or reduce the rate of expansion of
its facilities.

      Costs of Production.  Statements with respect to the general
decline in the Company's cost of production are based on management's
assumptions concerning the likely levels of future sales by the Company,
projected yields from the Company's vineyards and the cost and
availability of bulk wine and grapes from the spot market.  For example,
if the Company's sales increase at a faster rate than anticipated or the
Company's grape production is lower than projected, the Company
could be forced to make additional purchases of grapes and wine on the
spot market.  In view of current prices and lack of availability of good
quality California bulk wines and grapes, management believes that such
events could increase the Company's costs of production.

      Market Conditions.  Assumptions as to the desirability of
expansion are based to a great extent on management's beliefs
concerning the current status of and trends within the wine industry. 
Market conditions in the wine industry have changed substantially from
time to time.  To the extent that market conditions change substantially
in the future, the rate at which the Company deems it advisable to
expand its vineyard and winery facilities may be adjusted.


                                    -11-

<PAGE> 12
                  PART II

Item 4.  Submission of Matters to a Vote of Security Holders

      The Company held its 1997 Annual Meeting of Shareholders on
May 22, 1997 at the Company's winery.  A total of 4,447,330 shares,
or approximately 70% of the outstanding shares of Common Stock, were
present or represented at the meeting.

      The following persons were elected to the Board of Directors of
the Corporation, each of whom was an existing director of the
Corporation at that time: John E. Giguiere, Karl E. Giguiere, Lane C.
Giguiere, R. Ken Coit and Victor L. Motto.  The number of shares
voting in favor of each nominee was 4,440,330, and the number of
shares voting against each nominee was 7,000.  No other persons were
nominated for election to the Board of Directors.

      The shareholders also voted to reappoint KPMG Peat Marwick
LLP ("KPMG") as the Company's independent auditors, and to revise
the Company's 1995 Stock Option Plan.  A total of 4,445,430 votes
were cast in favor of the reappointment of KPMG, 1,700 votes were
cast against the reappointment, and 200 votes abstained. 4,381,480
votes were cast in favor of the revision to the 1995 Stock Option Plan,
43,250 votes were cast against the revision, and 22,600 votes abstained.

Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits
      
  Exhibit No.          Description

  10.1                 Amendment to 1995 Stock Option Plan

  27.1                 Financial Data Schedules


      (b) Reports on Form 8-K
      
            None
                                   -12-

<PAGE> 13
            SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to the signed on its
behalf by the undersigned, thereunto duly authorized.

                              R.H. PHILLIPS, INC.
                              (Registrant)

                              Date: August 14, 1997



                              By //s// John E. Giguiere
                                 John E. Giguiere
                                 Co-Chief Executive Officer


                              By //s// Michael J. Motroni
                                 Michael J. Motroni, Chief Finanical Officer
                                 Principal Financial Officer


                             -13-
<PAGE> 14
                               R.H. PHILLIPS,

                                EXHIBIT INDEX


Exhibit No.        Description                             Page No.

  10.1             Amendment to 1995 Stock Option Plan               
  10.2             Real Estate Purchase Contract, Agricultural
                   Sublease and Related Agreements between the
                   Company and Farmland Management Services,
                   dated January 24, 1997
  10.3             Amendment to the Real Estate Purchase Contract,
                   Agricultural Sublease and Related Agreements between the
                   Company and Farmland Management Services,
                   dated January 24, 1997

  27.1             Financial Data Schedules



                               -14-