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, 1996

                             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, 1996
(Common stock, $.01 par value)                      9,441,657
                           

<PAGE>
                                  UNIOIL
                              
                                  INDEX


                                                              Page No.
Part I    Financial Information

          Condensed balance sheets-                               1
            September 30, 1996 and December 31, 1995

          Condensed statements of operations-                     2
            nine months ended September 30, 1996 and 1995

          Condensed statements of cash flows-                     3
            nine months ended September 30, 1996 and 1995

          Notes to condensed financial statements                4-5  

          Management's Discussion and Analysis of Financial      6-8
            Condition and Results of Operations



Part II   Other Information

          Item 1  Legal Proceedings                               9

          Item 2  Changes in Securities                           10

          Item 3  Defaults upon Senior Securities                 10

          Item 4  Submission of Matters to a Vote of              10
                  Security Holders

          Item 5  Other Information                               10

          Item 6  Exhibits and Reports on Form 8-K                10



<PAGE>

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

                                       September 30,        December 31,
                                                1996                1995
                                       -------------        -------------  
                                        (Unaudited)               *

Current Assets
  Cash                                  $   357,249         $     61,636
  Joint Interest and Trade Acct. Rec.        88,359               90,387
  Prepaid Expenses                            1,100                4,627
  Deferred Loan Costs, net                   49,550               49,550
                                        ------------         -------------
      Total current assets                  496,258              206,200

Property and Equipment                       61,200               57,838
  Less accumulated depreciation              57,836               57,295
                                        -------------        -------------      
                                              3,364                  543

Investment in Oil and Gas Properties      9,446,260            9,445,940
   Less accumulated depletion,            5,663,526            5,586,702
     depreciation and amortization      -------------        -------------  
                                          3,782,734            3,859,238

Deferred Tax Assets                              -0-                  -0-
Other Assets                                  2,152                2,152
                                        ------------         -------------
      Total Assets                       $4,284,507           $4,068,133
                                        ============         ============= 

                               LIABILITIES

Current Liabilites
   Accounts Payable & Taxes Payable    $    155,894        $    166,864
   Accrued Interest                       7,951,468           7,517,146
   Other Current Liabilities                156,266             156,266
   Note Payable                           6,417,251           6,364,300
   Deferred Tax Liabilities                      -0-                 -0-
                                       -------------       --------------  
          Total Current Liabilites       14,680,879          14,204,576

Stockholders' Deficit
   Common Stock                              94,417              94,417
   Capital in Excess of Par               4,062,520           4,062,519
   Retained Earnings (Deficit)          (14,553,309)        (14,293,379)
                                        -------------       -------------
     Total Stockholders' Deficit        (10,396,372)        (10,136,443)
                                        -------------       -------------
     Total Liabilities and Stockholders' 
       Deficit                           $4,284,507          $4,068,133
                                        =============       ============= 


* Condensed from audited financial statements.

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

<PAGE>
<TABLE>
                             UNIOIL
               CONDENSED STATEMENTS OF OPERATIONS
                           (Unaudited)

<CAPTION>
                                        Nine months ended       Three months ended
                                           September 30,           September 30,    
                                        ------------------      ------------------    
                                           1996     1995          1996       1995
<S>                                    <C>        <C>         <C>         <C>
Revenue
  Oil & Gas Sales                       $ 430,303 $ 253,891    $ 283,965  $  81,862
  Interest Income                           2,877    1,223         2,201        292
  Income from serving as operator          23,660   40,770         8,365     13,784
  Other Income-Settlements                177,858        0       177,858          0
  Miscellaneous Income                      3,764     (731)          755        700
                                         --------- ---------    ---------  ---------  
          Total Revenue                   638,462   295,153      473,144     96,638

Costs & Expenses
  Production Costs and Related Taxes      186,025   160,685       89,945     61,275
  General and Administrative Expenses     143,460   229,992       44,722     57,729
  Depletion, Depreciation & Amortization   77,365    30,622       32,931      6,371
  Interest Expense                        491,541   478,577      165,792    160,858
                                         --------- ---------    ---------  ---------   
         Total Costs & Expenses           898,391   899,876      333,390    286,233
                                         --------- ---------    ---------  ---------  
Loss before income taxes                 (259,929) (604,723)     139,754   (189,595)

Income Taxes                                  ---       ---          ---        ---
   
Net Loss                                $(259,929) $(604,723)   $139,754  $(189,595)
                                        ========== ==========   ========= ===========   
Net Loss per share                          $(.03)     $(.06)      $.015      $(.02)
                                        ========== ==========   ========= ===========
</TABLE>
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,
                                                  1996             1995
                                               --------------  -------------
Cash Flows From (To) Operating Activities
 Net Loss                                     $   (259,929)   $  (604,723)
Adjustments to reconcile net loss to net cash
used in operating activities:
 Depreciation, Depletion & Amortization             77,365         30,622
 Changes in Assets and Liabilities
        Joint Interest & Trade Receivables           2,028          4,905
        Other Assets                                 3,527        (27,221)
        Accounts Payable and Taxes Payable         (10,971)       (14,976)
        Accrued Interest Payable                   434,322        434,322
                                                -------------    -----------
                                                   506,271        427,652
                                                -------------    ----------- 
  Net Cash Provided (Used) by Operations           246,342       (177,071)

Cash Flows From (To) Investing Activities
 Disposition of Property & Equipment                (3,681)        (2,102)
 Disposition of Oil & Gas Properties                  ----           ----
                                                 -------------    ----------
  Net Cash Provided (Used) by Investing Activities  (3,681)        (2,102)

Cash Flows From (To) Financing Activities
 Proceeds from issuance of Capital Stock            52,951           ---- 
                                                 -------------    ----------
  Net Cash Used by Financing Activities             49,270        154,582

Net Increase (Decrease) in Cash                    295,612        (24,591)

Cash at Beginning of Period                         61,636         72,629
                                                 -------------    ---------- 
Cash at End of Period                           $  357,248      $  48,038
                                                 =============    ==========


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 soley 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, 
1996 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 
$15,800,000 which may be applied against future taxable income expiring in 
various years beginning in 1999 through 2010.

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 monies 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 1996.  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, 1996, the unpaid note balance was $5,791,000.00 and the 
related Accrued Interest balance was $7,951,468.00.

During the nine months ending September 30, 1996, 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.

                               -4-

<PAGE>
                             UNIOIL
                                
             NOTES TO CONDENSED FINANCIAL STATEMENTS
                           (Unaudited)


NOTE 4: CONTINGENCIES

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).

                                
                                
                                
                                
                                
                                
                                
                                
                                
                           
                                
                                
                                
                                
   
                            -5-

<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, 1996, the issuer was insolvent, in that liabilities 
greatly exceed assets.  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.  Continuation as a going concern is dependent upon the ability  
of the issuer to negotiate a settlement to discharge its principal
outstanding liability.  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.

     However, during 1993, JAGI commenced a foreclosure action against the  
assets of the Company in Laramie County, Wyoming.  This action was commenced  
by JAGI in part to demonstrate its willingness and ability to foreclose upon 
all the issuer's assets and thereby extinguish the claims of other creditors,  
as a means of inducing such creditors to settle their claims on a reasonable 
basis or have them extinguished.  As of February  10, 1995, this action was 
dismissed and JAGI has taken no further action to foreclose on its Mortgage 
or to assert any rights under that Mortgage other than the rights to take  
the direct payment of the Company's oil and gas proceeds.  As a result of 
this action and the fact that the Company was able to obtain a line of 
credit with which to make cash offers in settlement of its remaining 
judgment liabilities, during 1994 the Company was able to reach settlements  
with all judgment creditors.  Refer to December 31, 1994 Form 10-KSB for 
details.

     There are two 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 13 million dollars.  
Management of the Company and JAGI are attempting to work out some 
restructuring of this debt; however, at September 30, 1996 and as of the date


                               -6-
<PAGE>

hereof, the debt has not been restructured and remains on the books.  As of 
September 30, 1996, the other secured debt was a $350,000 line of credit 
from a local bank and a $350,000 loan of which the Company had used 
$626,251 against the loan and line of credit 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.  On October 7, 1996 the Company paid off $276,251 leaving a  
loan at the local bank of $350,000.  Management does not intend to borrow  
additional money at this time.  The following is an explanation as to how 
the Company obtained the funds to pay the bank.

    The Company operates two wells (South Prince #1 and #2) in Laramie 
County, Wyoming (SWSW & NESW - Section 33-T16N-R64W) which holds the W1/2 of 
Section 33.  In March 1993, Union Pacific Resources Company ("UPRC"), who 
hold the E1/2 of Section 33, applied to the Wyoming Oil & Gas Conservation  
Commission requesting a permit to drill a horizontal well (640 acre spacing)
in Section 33 at the NE1/4NE1/4.  Subsequently the Company was notified and  
invited to participate in the drilling and completion of this horizontal 
well.  The Company chose not to participate and therefore became a 
non-consenting partner subject to a 200%  payout pursuant to Wyoming 
statute.  UPRC and other working interest owners drilled and completed the 
horizontal well (known as the Leroy 41-33/1-H) in October 1993.  Shortly
thereafter the Company requested and began receiving monthly payout
statements from UPRC.  In time, management became concerned about some of 
the high lease operating expenses and at the same time pleased with the 
monthly oil production and monthly revenue.  Because of this, management 
suspected 200% payout may have been reached and therefore hired The Rockport-
Essex Company in December 1995 to perform an audit on this well in order to
determine if all expenses were correct and if payout had possibly been 
reached which UPRC claimed it had not.  Management's concern and reasoning  
for this was that upon reaching 200% payout the Company comes in with an 
interest in the well amounting to 43.345%  working interest which results in  
a 33.004213% net revenue interest as well as a 0.239172%  overriding  
royalty interest which is payable from the date of first production.  During  
the audit many incorrect expense postings were discovered resulting in 
several adjustments to the payout status.  In July 1996 the audit was  
completed and settlement with UPRC was completed in October 1996.  The auditors 
found net adjustments totaling $160,075.35 in drilling, completion and 
operating costs which resulted in the 200% payout of the well to be reached  
in April 1995.  The audit on the revenue side reflected an amount of
$220,846.61 which the Company should have eventually received without audit 
adjustments.  The overall effect of this audit as of July 1996 is that the 
Company received revenue for 1995 oil and gas production of $241,887.74.  
The total audit fee to date is $64,030.14 which has been applied against the 
"95" revenue and shown as a net amount of $177,857.60 under Other


                               -7-


<PAGE>

Income-Settlements.  In July 1996 oil and gas revenue of $157,755.49 is 
included which is oil revenue of $150,491.58 and gas revenue of $7,263.91.  
By quarter this would be: First Quarter; Oil-$84,073.87 & Gas-$5,877.76. 
Second Quarter; Oil-$66,417.71 & Gas-$1,386.15.  The gas revenue for the  
second quarter appears low due to the fact that gas sales are a month
behind oil sales.  Production Costs have increased by $18,721.27, which is 
the Company's share of lease operating expenses.

     In  addition to the above the Company is entitled to charge UPRC 18% 
per annum on the unpaid balance for production after the 200% penalty was  
reached.  This amount totaled $19,414.00 and was paid to the Company in 
October 1996.

RESULTS OF OPERATIONS

     Due to its bankruptcy and adverse financial condition the issuer has 
not engaged in drilling any new wells or acquiring any additional properties 
since 1985.  Operations of the issuer have been limited to continued 
operation of wells previously drilled on properties already acquired.  The 
issuer continues to incur net losses due primarily to interest expenses, 
except for the year 1994 when the gain from settlements of judgment 
liabilities was recognized as an extraordinary item, and resulted in net  
income.  Management anticipates production can be increased if sufficient  
capital can be generated to re-work producing wells.











                               -8-


<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 cancellable 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.
             
                                 -9-


<PAGE>

Item 2.  Changes in Securities

     No changes in securities occurred in the third quarter of 1996 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.


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 1996 
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 1996.





                              
                            -10-

<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.



Date  10/30/96                  /s/ Charles E. Ayers, Jr.               
    -----------                 -------------------------------- 
                                Charles E. Ayers, Jr., Chairman,
                                Chief  Executive Officer and Director



Date  10/28/96                  /s/ Fred C. Jones
    -----------                 -----------------------------------
                                Fred C. Jones
                                Vice President, Secretary and Director