FORM 10-QSB
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended September 30, 1998

                             OR

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

     Commission file number 0-10089
                              
                           UNIOIL
   (Exact name of registrant as specified in its charter)

       Nevada                                93-0782780
(State or other jurisdiction   (I.R.S. Employer identification number)
of incorporation or organization)

 3817 Carson Avenue, P.O. Box 310
         Evans, Colorado               .           80620        .
(Address of principal executive offices)         (ZipCode)

Registrant's phone number, including area code (970) 330-6300

      Check  whether  the issuer (1) has filed  all  reports
required  to  be  filed  by  Section  13  or  15(d)  of  the
Securities  Exchange Act during the preceding 12 months  (or
for  a  shorter period that the registrant was  required  to
file such reports),
Yes  X  No ___

      and  (2)  has been subject to such filing requirements
for the past 90 days.
Yes  X  No ___

      State the number of shares outstanding of each of  the
issuer's  classes   of  common  equity,  as  of  the  latest
practicable date.

        Class                      Outstanding at September 30, 1998
(Common stock, $.01 par value)                9,441,657

<PAGE>

                           UNIOIL
                              
                            INDEX

                                                                 Page No.
Part I   Financial Information

         Condensed balance sheets-                                     1
           September 30, 1998 and December 31, 1997

         Condensed statements of operations-                           2
           nine months ended September 30, 1998 and 1997

         Condensed statements of cash flows-                           3
           nine months ended September 30, 1998 and 1997

         Notes to condensed financial statements                       4

         Management's Discussion and Analysis of Financial             5
           Condition and Results of Operations


Part II  Other Information

         Item 1  Legal Proceedings                                     6

         Item 2  Changes in Securities                                 6

         Item 3  Defaults upon Senior Securities                       6

         Item 4  Submission of Matters to a Vote of                    7
                 Security Holders

         Item 5  Other Information                                     7

         Item 6  Exhibits and Reports on Form 8-K                      7

<PAGE>

               PART I - FINANCIAL INFORMATION
                           UNIOIL
                  CONDENSED BALANCE SHEETS
                         (Unaudited)
                              
                           ASSETS

                                             September 30,      December 31,
                                                1998                1997
                                             (Unaudited)              *
                                           ____________       ____________
Current Assets
   Cash                                    $     143,990      $     130,829
   Joint Interest and Trade Acct. Rec.           142,879            160,573
   Prepaid Expenses                                1,100              4,058
                                           ____________       ____________
          Total current assets                   287,969            295,460
                                           ____________       ____________
Property and Equipment                            49,556             49,556
   Less accumulated depreciation                  46,039             45,313
                                           ____________       ____________
                                                   3,517              4,243

Investment in Oil and Gas Properties          11,324,476         11,324,476
   Less accumulated depletion, depreciation
     and amortization                          6,281,892          6,098,217
                                           ____________       ____________
                                               5,042,584          5,226,259
Other Assets                                       2,152              2,152
                                           ____________       ____________
          Total Assets                      $  5,336,222       $  5,528,114
                                           ____________       ____________

                         LIABILITIES
Current Liabilities
   Accounts Payable & Other Liabilities     $    432,396       $    371,773
   Accrued Interest                            9,109,660          8,675,337
   Notes Payable                               7,086,751          7,442,185
                                           ____________       ____________
          Total Current Liabilities           16,628,807         16,489,295
Stockholders' Deficit
   Common Stock                                   94,417             94,417
   Capital in Excess of Par                    4,062,520          4,062,520
   Retained Earnings (Deficit)               (15,449,523)       (15,118,118)
                                           ____________       ____________
          Total Stockholders' Deficit        (11,292,586)       (10,961,181)
                                           ____________       ____________
          Total Liabilities and
             Stockholders' Deficit           $ 5,336,221        $ 5,528,114
                                           ____________       ____________
* Condensed from audited financial statements.

The accompanying notes are an integral part of these
condensed financial statements.
                              
                              
                              
                              
                              
                              
                              
                             -1-

<PAGE>

                           UNIOIL
                              
             CONDENSED STATEMENTS OF OPERATIONS
                         (Unaudited)


                                   Nine months ended     Three months ended
                                      September 30          September 30
                                    1998        1997      1998        1997
                                   ________   ________   ________  _______
Revenue
   Oil & Gas Sales                 $647,209   $614,171   $200,531  $383,663
   Interest Income                    4,708      1,604      2,363       135
   Income from serving as operator   21,446     25,128      7,337     8,153
   Miscellaneous Income                 282      7,567       (218)    5,260
                                   ________   ________   ________  _______
          Total Revenue             673,645    648,470    210,013   397,211
                                   ________   ________   ________  _______
Costs & Expenses
   Production Costs and
     Related Taxes                  145,957    196,775     64,770    80,857
   General and Administrative
     Expenses                       143,664    152,820     39,047    47,426
   Depletion, Depreciation
     & Amortization                 184,401     98,424     35,438    31,189
   Interest Expense                 531,028    502,273    178,969   197,004
                                   ________   ________   ________  _______
          Total Costs & Expenses  1,005,050    950,292    318,224   356,476
                                   ________   ________   ________  _______
Loss before income taxes           (331,405)  (301,822)  (108,211)   40,735

Income Taxes                          ---        ---        ---        ---
                                   ________   ________   ________  _______
Net Profit/Loss                   $(331,405) $(301,822) $(108,211) $ 40,735
                                   ________   ________   ________  _______
Net Profit/Loss per share         $   (.035) $    (.03) $   (.011) $   .004
                                   ________   ________   ________  _______

The accompanying notes are an integral part of these
condensed financial statements.







                             -2-

<PAGE>

                           UNIOIL
             CONDENSED STATEMENTS OF CASH FLOWS
                         (Unaudited)
                              

                                                    Nine months ended
                                              September 30,   September 30,
                                                  1998            1997
                                               ___________     ____________
Cash Flows From (To) Operating Activities
   Net Loss                                   $   (331,405)     $  (301,822)
                                               ___________     ____________
Adjustments to reconcile net loss to net cash
used in operating activities:
   Depreciation, Depletion & Amortization          184,401           93,191
   Changes in Assets and Liabilities
          Joint Interest & Trade Receivables        17,694           (6,031)
          Other Assets                               2,958            2,463
          Accounts Payable and Taxes Payable        60,623           34,459
          Accrued Interest Payable                 434,322          434,322
                                               ___________     ____________
                                                   699,998          558,404
                                               ___________     ____________
          Net Cash Provided (Used) by Operations   368,593          256,582
                                               ___________     ____________
Cash Flows From (To) Investing Activities
   Disposition of Property & Equipment                 -0-            3,158
   Acquisition of Oil & Gas Properties                 -0-       (1,874,502)
                                               ___________     ____________
          Net Cash Provided (Used) by
            Investing Activities                       -0-       (1,871,344)
                                               ___________     ____________
Cash Flows From (To) Financing Activities
   Proceeds from Notes Payable                    (355,433)       1,539,487
                                               ___________     ____________
          Net Cash Used by Financing Activities   (355,433)       1,539,487
                                               ___________     ____________
Net Increase (Decrease) in Cash                     13,160          (75,275)

Cash at Beginning of Period                        130,829          118,886
                                               ___________     ____________
Cash at End of Period                           $  143,989       $   43,611
                                               ___________     ____________

Supplemental  Schedule  of Noncash Investing  and  Financing
Activities:
     None


The accompanying notes are an integral part of these
condensed financial statements.
                              
                              
              
                              
                              
                              
                              
                             -3-

<PAGE>

                           UNIOIL
                              
           NOTES TO CONDENSED FINANCIAL STATEMENTS
                         (Unaudited)
                              
NOTE 1: BASIS OF PRESENTATION

The  financial  information included  herein  is  unaudited;
however,   such   information   reflects   all   adjustments
(consisting  solely  of normal recurring adjustments)  which
are,  in  the opinion of management, necessary  for  a  fair
presentation of financial position, results of operation and
cash flows for the interim periods.

The  results of operations for the nine month period  ending
September  30,  1998 are not necessarily indicative  of  the
results to be expected for the full year.

NOTE 2: INCOME TAXES

No  provision for income taxes has been recorded due to  net
operating  losses.   The  Company  has  net  operating  loss
carryforwards  of  approximately $17,616,189  which  may  be
applied  against future taxable income expiring  in  various
years beginning in 1999 through 2012.

NOTE 3: RELATED PARTY TRANSACTIONS

During  1985, the Company borrowed approximately  $6,000,000
from  Joseph  Associates, Inc. [JA] in  order  to  fund  the
reorganization plan approved by the bankruptcy  court.   The
loan  is  secured  by basically all of  the  assets  of  the
Company,  including  interests in oil and  gas  wells.   The
original  term  of  the  loan was for  60  months  with  the
principal  and interest payments due the first day  of  each
month beginning October 1, 1985.  Almost from the beginning,
the Company has been in default with respect to payments due
on this loan.  In 1989 JA exercised its right under the loan
agreement  to receive directly from purchasers all  proceeds
derived  from  the  sale  of oil and  gas  by  the  Company.
Accordingly, all moneys received from oil and gas purchasers
were then deposited into a checking account controlled by JA
and  transferred as needed to accounts owned by the  Company
to  cover operating expenditures.  During 1990 the rights of
Joseph  Associates, Inc. were acquired by Joseph  Associates
of  Greeley, Inc. and the same procedure is still in  effect
during  1998.  It is presently contemplated that  this  debt
will  be  restructured, but the terms of such  restructuring
have not been determined or agreed to as of the date hereof.

At   September  30,  1998,  the  unpaid  note  balance   was
$5,791,000.00 and the related Accrued Interest  balance  was
$9,109,660.00.

During  the nine months ending September 30, 1998,  interest
in  the  amount of $434,322.00 was accrued on the  note  and
charged  to expense.  Additionally, the Company has  a  non-
interest  bearing payable to Joseph Associates  of  Greeley,
Inc. in the amount of $156,266.00.

NOTE 4: LITIGATION

On  September  28,  1988, the United States  Securities  and
Exchange  Commission filed a complaint against  the  Company
and  its  former  president for allegedly  manipulating  its
common stock price and for misleading promotions with regard
to  the  "Soberz" pill.  The Company was also  charged  with
failure to file required SEC reports.  Final judgments and a
permanent  injunction were entered against  the  Company  on
October  19, 1989.  The Company filed a motion to set  aside
the  judgment  which  was not granted.  Management  believes
that  the  judgment  will ultimately be  dismissed  as  they
demonstrate  their  ability to file currently  required  SEC
filing (see Legal Proceedings No. 1).
                              
                             -4-

<PAGE>

                           UNIOIL
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS
                              
           The  following  is  management's  discussion  and
analysis  of certain significant factors which have affected
the  Company's  financial  position  and  operating  results
during  the  periods included in the accompanying  condensed
financial statements.

LIQUIDITY and CAPITAL RESOURCES

           At  September 30, 1998, the issuer was insolvent;
liabilities   greatly  exceed  assets  and   revenues   from
operations  were  insufficient to discharge  liabilities  or
even  pay  interest accruing thereon.  In such  a  financial
condition, the issuer cannot raise additional funds to  meet
such  commitments.   The issuer has been  able  to  continue
operations  only because Joseph Associates of Greeley,  Inc.
(JAGI"),  whose  secured  position has  priority,  has  been
foregoing  its  right  to foreclose upon  all  the  issuer's
assets, but is asserting its right to take direct payment of
the  proceeds  of  production attributable to  the  issuer's
interest in oil and gas properties.

          There are three major areas of indebtedness of the
Company.   The  principal one is the secured  debt  owed  to
JAGI.   With  the interest that has been accrued each  year,
this debt is in excess of 14 million dollars.  Management of
the  Company  and JAGI intend to work out some restructuring
of  this debt; however, at September 30, 1998 and as of  the
date  hereof, the debt has not been restructured and remains
on  the  books.  The second secured debt is a $344,000  loan
from  a local bank and is collateralized by a first lien  on
the  Company's Colorado oil and gas properties.  The Company
used  approximately  $287,500 of these  proceeds  to  settle
outstanding judgment liabilities.  The third secured debt is
to  Duke  Energy Financial Services, Inc. which was used  to
finance  the drilling and completion of eight new  wells  in
1997.

RESULTS OF OPERATIONS

           Due  to  its  bankruptcy  and  adverse  financial
condition  the  Issuer did not engage in  drilling  any  new
wells  or  acquiring  any additional  properties  from  1985
through  1996.   Operations of the Issuer  were  limited  to
continued   operation   of  wells  previously   drilled   on
properties already acquired.

           However,  during 1996 the Company did enter  into
two  agreements  to resume drilling activity  in  1997  with
respect  to  the  leasehold interests  of  the  Company  and
provide   financing  for  such  drilling.   One   of   these
agreements has thus far resulted in the drilling of  21  new
wells  and  the recompletion of 4 wells.  The other  program
began  in  May,  1997,  and has now  been  completed.   This
program resulted in the drilling and completion of 8 new oil
and gas wells.

           The Issuer has continued to incur net losses  due
primarily  to  interest  expenses.  After  netting  interest
income  and expense, which includes a nine month accrual  of
$434,322  of  interest expense on the secured debt  owed  to
JAGI,  the  Company's net loss was $(331,405) for  the  nine
months  ended September 30, 1998 compared to $(301,822)  for
the nine months ended September 30, 1997.

           The  Company's  actual  results  from  operations
(before interest income, interest expense and income  taxes)
was  near the same during the last current year compared  to
the  preceding  year.  The Company had operating  income  of
$194,915  during  the nine months ended September  30,  1998
compared to an operating income of $198,847 during the  nine
months  ended  September 30, 1997.  The total revenues  were
$668,937  during  the nine months ended September  30,  1998
compared  to total revenues of $646,866 for the same  period
in 1997.  Had crude oil prices not been the lowest they have
been in the last 12 years a significant gain would have been
seen in third quarter 1998 revenues and operating income.

          At this time there is no indication that crude oil
prices  will  improve  anytime  soon  as  the  analysts  are
continuing to say we have an oversupply of crude on hand and
no  huge efforts to cut world wide production significantly.
As  a  result  the Company does not see the  fourth  quarter
improving.
                             -5-

<PAGE>

                 PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

           The  issuer  had been involved in numerous  legal
proceedings.  Those legal proceedings have been resolved  by
the  registrant.   The  following  discussion  outlines  the
current status, to the best knowledge of present management.

           1.   On  September  28, 1988  the  United  States
Securities and Exchange Commission ("SEC") filed a complaint
in United States District Court for the District of Columbia
(Civil  Action No. 88-2803) naming the issuer and its former
President  as defendants.  The complaint charged  securities
laws   violations  arising  from  an  alleged   attempt   to
manipulate the price of the Company's stock by conducting an
allegedly  false  and misleading publicity  campaign  during
1986 about a purported company product known as the "Soberz"
pill.   The  pill allegedly lowered a person's blood-alcohol
level  rendering a drunk person sober.  The  complaint  also
charged  the  defendants with violating securities  laws  by
failing  to  file  timely and accurate periodic  reports  as
required.   On October 19, 1989 the SEC obtained by  default
final  judgments  of  permanent  injunction  enjoining   the
defendants from violating the securities laws by failing  to
file such reports, or violating the anti-fraud provisions of
the securities laws.

           In  October, 1990, after filing the Annual Report
on  Form  10-K for the fiscal year ended December  31,  1989
(which  report  included  financial  and  other  information
covering the intervening period since reports had last  been
filed),  the  issuer  made a motion to have  the  injunction
against  itself set aside.  By order dated January  8,  1991
the  U.S. District Court of the District of Columbia  denied
the issuer's motion without prejudice "pending demonstration
of  Unioil's  ability and willingness to comply with  filing
requirements  in  the  future over a  reasonable  period  of
time."  The issuer intends to renew its motion to set  aside
the  judgment  sometime in the future after it has  complied
with  the  filing requirements over a reasonable  period  of
time.  Current management believes that such motion will  be
granted at that time.

           The legal proceedings regarding the "Soberz" pill
were  filed  against the issuer and its former President  by
the   SEC   in  response  to  certain  meetings  held   with
stockbrokers  and  others to promote such  pill,  two  press
releases which made certain claims regarding the pill, and a
statement  concerning the pill which  was  included  in  the
issuer's  Annual  Report on Form 10-K  for  the  year  ended
December  31,  1985, which was filed on or about  August  6,
1986.   In  addition to making the claims  about  such  pill
which resulted in the SEC action, the statement in the  Form
10-K  report  indicated that the issuer  agreed  to  acquire
Guardian  Laboratories, Inc., the company  which  supposedly
had rights to the pill in the form of a patent pending.  The
statement further indicated that the issuer agreed to  issue
500,000  shares  of  its  stock  in  consideration  thereof.
Successor management of the issuer has determined  from  the
transfer records that such stock was in fact issued, but can
find  no evidence that the issuer ever received anything  in
consideration of such issuance.  The Board of Directors  has
therefore decided to treat such stock as cancelable for lack
of  consideration and has placed stop transfer  orders  with
the transfer agent to prevent any attempted transfer of such
stock.  The issuer also notified the recipient of the action
taken  and  instructed  him to return  the  certificate  for
cancellation.  The issuer received a response which disputed
the  issuer's position, but no further action has been taken
by either party in regard to the matter.

Item 2.   Changes in Securities

           No  changes in securities occurred in  the  third
quarter of 1998 covered by this report.
                              
Item 3.   Defaults upon Senior Securities

           All of the issuer's liabilities are classified as
current  because they mature currently or are  already  past
due.  The issuer is in default with respect to its principal
outstanding  liability.   This  liability  is  the   secured
indebtedness  to  Joseph Associates of Greeley,  Inc.   This
item, including accrued interest, comprise approximately 95%
of the issuer's total liabilities.  In its present financial
condition, the issuer is not able to pay off this  liability
or  even pay interest which accrues thereon.  Management  is
therefore attempting to negotiate some restructuring of  the
secured  indebtedness  as a means of  curing  such  default.
There is no assurance management will be able to do this.
                             -6-

<PAGE>

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

           No  matter  was submitted to a vote  of  security
holders  through  the solicitation of proxies  or  otherwise
during  the  third quarter of 1998 covered by  this  report.
The last meeting of stockholders of Unioil was held in July,
1983.

Item 5.        Other Information

          None

Item 6.        Exhibits and Reports on Form 8-K

          (a)  Exhibits.  None

           (b)  Reports on Form 8-K.  No reports on Form 8-K
have been filed during the third quarter of the year 1998.





                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
        
                              
                              
                              
                             -7-

<PAGE>

                         SIGNATURES

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


       October 23, 1998           /s/ Charles E. Ayers, Jr.
Date ____________________        ____________________________________
                                 Charles E. Ayers, Jr., Chairman,
                                 Chief Executive Officer and Director


       October 22, 1998           /s/ Fred C. Jones
Date ____________________        ____________________________________
                                 Fred C. Jones
                                 Vice President, Secretary and Director