U. S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C. 20549

                          FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1997

                               OR

[  ]   TRANSITION  REPORT  UNDER  SECTION 13 OR  15  (d)  OF  THE  SECURITIES
EXCHANGE ACT OF 1934

     For the transition period from _________ to _________

     Commission File No. 2-72232

        GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION
(Exact name of small business issuer as specified in its charter)

COMMONWEALTH OF VIRGINIA                          54-1082057
(State or other jurisdiction of                 (IRS Employer
incorporation or organization)                Identification No.)

             5990 Greenwood Plaza Blvd., Suite 127
             Greenwood Village, Colorado 80111-4708
            (Address of principal executive offices)

Issuer's telephone number: (303) 773-6016

                            NONE
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last 
report.)

      Check whether the issuer (1) filed all reports required to be filed  by
Section  13  or 15(d) of the Exchange Act during the past 12 months  (or  for
such  shorter period that the registrant was required to file such  reports),
and  (2)  has been subject to such filing requirements for the past 90  days.
Yes X    No
   ---     ---  

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

Common Stock, $.10 par value                18,844,245
----------------------------      -----------------------------
           Class                  Outstanding at April 30, 1996

Transitional Small Business Disclosure Format: Yes      No   X


<PAGE>


GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
                                INDEX

                                                       Page
                                                      Number

PART I.  Financial Information

  Item 1. - Financial statements

     Consolidated Balance Sheet.......................  3

     Consolidated Statement of Operations.............  4

     Consolidated Statement of Cash Flows.............  5

     Notes to Consolidated Financial Statements.......  6

  Item 2. - Management's Discussion and Analysis of
                 Financial Condition and Result of
                 Operations...........................  7

PART II. Other Information............................  9

Signatures............................................ 10


<PAGE>

<TABLE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
<CAPTION>
                                               March 31,
                                                  1997     December 31,
                                               (Unaudited)    1996
                                               -----------  ----------
                    ASSETS                         (In thousands)
<S>                                             <C>          <C>   
CURRENT ASSETS
 Cash and cash equivalents....................  $ 1,751      $ 1,580
 Receivables, net of allowance for doubtful
  accounts of $247 in 1997 and 1996...........      404          449
 Prepaid expenses and other current assets....       15           23
                                                -------      -------
     Total current assets.....................    2,170        2,052
                                                -------      -------

OIL AND GAS PROPERTIES, at cost (accounted
 for using the successful efforts method)
  Proved oil and gas properties...............    9,642        9,514
  Undeveloped leaseholds......................       53           52
  Pipeline equipment..........................    1,348        1,346
  Equipment inventory.........................       50           54
                                                -------      -------
                                                 11,093       10,966
  Less accumulated depreciation, depletion,
   amortization and impairment................  ( 9,828)     ( 9,781)
                                                -------      -------
                                                  1,265        1,185
  Properties held under installment sales, net
   of accumulated depreciation, depletion and
   amortization of $1,278 and $1,210,
   respectively                                     932        1,000
                                                -------      -------
                                                  2,197        2,185
                                                -------      -------                
OTHER ASSETS, at cost, net of accumulated
depreciation and amortization of $418 and $423       81           84
                                                -------      -------
                                                  4,448       $4,321
                                                =======      =======
      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Notes payable................................   $   18       $   18
 Accounts payable and accrued expenses........      175          156
                                                -------      -------
     Total current liabilities................      193          174
                                                -------      -------
NOTES PAYABLE.................................       26           29
                                                -------      -------
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY
 Preferred stock, $10.00 par value, 4,000,000
  shares authorized, none issued or outstanding
 Common stock, $.10 par value, 40,000,000
  shares authorized, 18,844,245 shares issued
  and outstanding.............................    1,884        1,884
 Additional paid-in capital...................   29,242       29,242
 Accumulated deficit..........................  (26,897)     (26,968)
 Notes receivable - officers..................        -          (40)
                                                -------      -------         
                                                  4,229        4,118
                                                -------      -------
                                                 $4,448       $4,321
                                                =======      =======

<FN>
               The accompanying notes are an integral part
                of the consolidated financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF OPERATIONS
                               (Unaudited)
<CAPTION>
                                                 Three Months
                                                Ended March 31,
                                                ---------------
                                              1997          1996
                                              ----          ----
                                            (In thousands, except
                                              per share amounts)
<S>                                         <C>           <C>
REVENUES
 Oil and gas sales........................  $  249        $  210
 Gas transmission sales...................     354           213
 Income from pipeline relocation..........       -           498
 Installment sales income (loss), net.....      (4)           (2)
 Interest and other income................      20             5
                                            ------        ------  
                                               619           924
                                            ------        ------    
EXPENSES
 Production costs.........................      58            52
 Cost of gas transmission.................     219           191
 Cost of pipeline relocation..............       -           258
 Depletion, depreciation and amortization.      54            47
 General and administrative...............     217           125
                                            ------        ------
                                               548           673
                                            ------        ------
NET INCOME................................  $   71        $  251
                                            ======        ======
NET INCOME PER SHARE......................  $  .00        $  .01
                                            ======        ======

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING..............................  18,844        18,844
                                            ======        ======


















<FN>
               The accompanying notes are an integral part
                of the consolidated financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>

    GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF CASH FLOWS
                               (Unaudited)
<CAPTION>
                                                   Three Months
                                                  Ended March 31,
                                                  ---------------
                                                1997          1996
                                                ----          ----  
                                                  (In thousands)
<S>                                           <C>           <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income.................................. $   71        $  251
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   (Increase) decrease in accounts receivable     45          (379)
   Decrease in other current assets..........      8           130
   Depletion, depreciation and amortization..     54            47
   Depletion, depreciation and amortization
    charged against installment sales income
    (loss), net..............................     68            58
   Increase in accounts payable and accrued
    expenses.................................     19            51
   Decrease in notes receivable - officers...     40             -
                                              ------        ------ 
     Net cash provided by operating
      activities.............................    305           158
                                              ------        ------  

CASH FLOWS FROM INVESTING ACTIVITIES
 Increase in certificates of deposit.........      -            (3)
 Additions to oil and gas properties.........   (127)          (42)
 Increase in other assets....................     (4)          (10)
                                              ------        ------  
     Net cash used for investing activities..   (131)          (55)
                                              ------        ------

CASH FLOWS FROM FINANCING ACTIVITIES
 Repayments of debt..........................     (3)           (2)
                                              ------        ------
INCREASE IN CASH.............................    171           101

CASH AT BEGINNING OF PERIOD..................  1,580           439
                                              ------        ------

CASH AT END OF PERIOD........................ $1,751        $  540
                                              ======        ======










<FN>
               The accompanying notes are an integral part
                of the consolidated financial statements.
</FN>
</TABLE>

<PAGE>

    GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

      The interim financial data are unaudited; however, in the opinion  of
Great  Eastern Energy and Development Corporation and Subsidiaries  ("Great
Eastern"  or  the  "Company"), the interim data  include  all  adjustments,
consisting  only  of  normal recurring adjustments, necessary  for  a  fair
statement  of  the  results  for  the  interim  periods.   These  financial
statements should be read in conjunction with Great Eastern's December  31,
1996  audited consolidated financial statements and notes thereto  included
in Form 10-KSB.

      The  consolidated financial statements include the accounts of  Great
Eastern   and  its  wholly-owned  subsidiaries,  Patton  Oil  Co.,  Zoandra
Petroleum,  Inc.  and  Sycamore  Valley Gathering,  Ltd.   All  significant
intercompany   balances   and  transactions   have   been   eliminated   in
consolidation.

NOTE 2 - RELATED PARTY TRANSACTIONS

      During the first quarter of fiscal 1997, the Company forgave  a  loan
receivable  from an officer in the amount of $40,000.  The forgiveness  and
associated  payroll  taxes  in the aggregate gross  amount  of  $77,000  is
reflected as compensation under general and administrative expenses in  the
statement of operations for the three months ended March 31, 1997.

<PAGE>

GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                        AND RESULTS OF OPERATIONS

Results of Operations

      First  Quarter  1997 Compared to First Quarter 1996.   The  Company's
first quarter of fiscal 1997 operations reflected net income of $71,000  as
compared to net income of $251,000 for the corresponding quarter of  fiscal
1996.   Increased  sales volumes from oil properties under  waterflood  and
increased sales prices have resulted in increased profits from oil and  gas
operations  of $191,000 in the first quarter of fiscal 1997 as compared  to
$158,000 for the corresponding quarter of fiscal 1996.

      An  increase  in production volumes from coalbed methane  gas  wells,
coupled with an increase in product prices, has resulted in an increase  in
gas  transmission  sales.  The increase in gas transmission  sales  volumes
resulted in a corresponding increase in the cost of gas, and the effect  of
cost  containment policies was a reduction to operating expenses.   Natural
gas  transmission operations reflected a profit of $135,000 for  the  first
quarter  of  fiscal  1997  as  compared to a  profit  of  $22,000  for  the
corresponding quarter of fiscal 1996.

      Management  entered into a fixed-price contract  whereby  the  Kansas
Department of Transportation agreed to pay the Company $498,000 to relocate
certain  portions of its pipeline.  Construction was completed  during  the
first quarter of fiscal 1996 at an aggregate cost of $258,000, and resulted
in  a  profit of $240,000 from the arrangement.  There were no such transac
tions during the corresponding quarter of fiscal 1997.

      A  loss  from  installment  sales of  $4,000,  net  of  depreciation,
depletion and amortization of $68,000, is reflected in the first quarter of
fiscal 1997 consolidated statement of operations as compared to a loss from
installment  sales  income  of $2,000, net of depreciation,  depletion  and
amortization of $58,000 for the corresponding quarter of fiscal 1996.

      General  and  administrative costs increased by $92,000  to  $217,000
during  the  first quarter of fiscal 1997 as compared to $125,000  for  the
corresponding  quarter of fiscal 1996.  The principal increase  related  to
compensation costs of $77,000 associated with the retirement of  a  certain
officer's  obligation; the remaining increase was primarily  attributed  to
expenses associated with the proposed sale of the Company.

      No provision for income taxes was reflected in the first quarter 1997
consolidated  statement  of operations, as the  Company  has  adequate  net
operating loss carryforwards available to offset taxable income.

Current Operations

      Since  January  1, 1997, the Company has drilled two development  dry
holes; there has not been any exploratory drilling activities.

<PAGE>

Liquidity and Capital Resources

      Working  Capital.  The Company had working capital of $1,977,000  and
$1,878,000  at  March  31, 1997 and December 31, 1996,  respectively.   The
Company has no bank debt and, with the exception of one compressor, no  oil
and gas properties are pledged as collateral.  Management believes that the
Company's  liquidity  is adequate to meet operating activities  for  fiscal
1997.   Oil  and gas development activities, if any, will be funded  solely
from excess cash generated from operations and from proceeds generated from
the  installment  sale of certain southeastern Kansas coalbed  methane  gas
properties.

      Future Operations.  Some selected developmental drilling for oil  and
gas may be conducted in Kansas in 1997.  No exploratory wells are scheduled
to be drilled in 1997.

      Other.   On September 26, 1994, the Company retained the services  of
Kirkpatrick Energy Associates, Inc. ("Kirkpatrick"), an investment  banking
firm,  to evaluate options available to the Company to maximize shareholder
value,  including a possible sale of the Company.   Except  as  to  certain
identified companies considered to be active and viable candidates for  the
purchase  of,  or merger with, Great Eastern, Kirkpatrick's  services  were
terminated October 30, 1995.

      Except as noted above, management has assumed sole responsibility for
such  efforts heretofore.  There is no assurance that any action, including
a possible sale, will occur.

<PAGE>

                       PART II - OTHER INFORMATION


Items 1 through 6 are not applicable.

<PAGE>


                                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.

                                   GREAT EASTERN ENERGY AND
                                    DEVELOPMENT CORPORATION
                                   (Registrant)


Date:  May 14, 1997            By:
                                   Donald G. Jumper
                                                                      
                                   Chief Executive Officer, President, Chief
                                   Financial  and  Accounting  Officer  and
                                   Director