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 March 31, 1997

                             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 ororganization)

     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 March 31, 1997
(Common stock, $.01 par value)            9,441,657

<PAGE>

      
                            UNIOIL
                              
                            INDEX

                                                       Page No.
Part I           Financial Information

         Condensed balance sheets-                         1
          March 31, 1997 and December 31, 1996         

         Condensed statements of operations-               2
          three months ended March 31, 1997 
          and 1996

         Condensed statements of cash flows-               3
          three months ended March 31, 1997 
          and 1996

         Notes to condensed financial statements           4

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


Part II          Other Information

         Item 1  Legal Proceedings                         6

         Item 2  Changes in Securities                     7

         Item 3  Defaults upon Senior Securities           7

         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


                                        March 31,     December 31,
                                          1997             1996
                                       (Unaudited)            *
                                      ____________    ____________
  
Current Assets
   Cash                               $  113,955      $  118,886
   Joint Interest and Trade 
    Acct. Rec.                           112,937         124,480
   Prepaid Expenses                        2,085           3,562
   Deferred Loan Costs, net                   -0-             -0-
                                      ____________    ____________
          Total current assets           228,977         246,928

Property and Equipment                    55,601          53,524
   Less accumulated depreciation          50,630          50,388
                                      ____________    ____________
                                           4,971           3,136

Investment in Oil and Gas Properties   9,477,260       9,446,260
   Less accumulated depletion, 
    depreciation                       5,747,409       5,716,007
      and amortization                ____________    ____________
                                       3,729,851       3,730,253

Deferred Tax Assets                           -0-             -0-

Other Assets                               2,152           2,152
                                      ____________    ____________
        Total Assets                 $ 3,965,951    $  3,982,469
                                      ____________    ____________
                         LIABILITIES
Current Liabilites
   Accounts Payable & Taxes Payable  $   154,808     $   149,734
   Accrued Interest                    8,241,016       8,096,242
   Other Current Liabilities             156,266         156,266
   Note Payable                        6,141,000       6,141,000
   Deferred Tax Liabilities                   -0-             -0-
                                      ____________    ____________ 
        Total Current Liabilites      14,693,090      14,543,242

Stockholders' Deficit
   Common Stock                           94,417          94,417
   Capital in Excess of Par            4,062,520       4,062,519
   Retained Earnings (Deficit)       (14,884,076)    (14,717,709)
                                      ____________    ____________
        Total Stockholders' Deficit  (10,727,139)    (10,560,773)

 Total Liabilities and       
   Stockholders' Deficit            $  3,965,951    $  3,982,469
                                      ____________    ____________
* 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)
                              
                                      Three months ended
                                   March 31,       March 31,
                                     1997             1996
                                  ____________    ____________
Revenue
   Oil & Gas Sales                $  115,890     $   67,884
   Interest Income                       873            426
   Income from serving as 
    operator                           8,553          6,977
   Miscellaneous Income (Expense)      1,076            158
                                  ____________    ____________
          Total Revenue              126,392         75,445

Costs & Expenses
   Production Costs and 
    Related Taxes                     63,154         53,388
   General and Administrative 
    Expenses                          46,167         51,124
   Depletion, Depreciation 
    & Amortization                    31,644         21,972
   Interest Expense                  151,794        160,102
                                  ____________    ____________
          Total Costs & Expenses     292,759        286,586
                                  ____________    ____________  
Loss before income taxes            (166,367)      (211,141)

Income Taxes                             ---            ---

Net Loss                          $ (166,367)    $ (211,141)
                                  ____________    ____________
                     
Net Loss per share                $     (.02)    $     (.02)
                                  ____________    ____________

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














                             -2-

<PAGE>

                           UNIOIL
                              
             CONDENSED STATEMENTS OF CASH FLOWS
                         (Unaudited)
                              
                                          Three months ended
                                       March 31,       March 31,
                                          1997            1996
                                     ____________    ____________             
Cash Flows From (To) Operating 
  Activities
   Net Loss                          $ (166,367)   $  (211,140)
                                     ____________    ____________
Adjustments to reconcile net         
 loss to net cash used in 
 operating activities:
   Depreciation, Depletion 
    & Amortization                       31,644         21,972
   Changes in Assets and Liabilities
    Joint Interest & Trade 
     Receivables                         11,542         15,419
    Other Assets                          1,478          2,645
    Accounts Payable and Taxes 
     Payable                              5,075        (14,436)
    Accrued Interest Payable            144,774        144,774
                                     ____________    ____________
                                        194,513        170,374
                                     ____________    ____________ 
     Net Cash Provided (Used) 
      by Operations                      28,146        (40,766)
                                     ____________    ____________ 
Cash Flows From (To) Investing 
 Activities
   Disposition of Property 
    & Equipment                         (33,076)          ----
   Acquisition of Oil & 
    Gas Properties                         ----           ----
   Deferred Loan Costs                     ----           ----

                                     ____________    ____________
    Net Cash Provided (Used) by 
     Investing Activities               (33,076)          ----
                                     ____________    ____________
Cash Flows From (To) Financing 
 Activities
   Proceeds from Notes Payable               -0-        36,676
                                     ____________    ____________
    Net Cash Used by Financing 
     Activities                              -0-        36,676
                                     ____________    ____________
Net Increase (Decrease) in Cash          (4,930)        (4,090)

Cash at Beginning of Period             118,886         61,636
                                     ____________    ____________
Cash at End of Period                 $ 113,956      $  57,546
                                     ____________    ____________


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 three month period ending
March 31, 1997 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 $16,100,000  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  1997.  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 March 31, 1997, the unpaid note balance was $5,791,000.00
and the related Accrued Interest balance was $8,241,016.00.

During  the three months ending March 31, 1997, interest  in
the  amount  of  $144,774.00 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.


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  March 31, 1997, 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
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 14 million dollars.  Management of
the  Company  and JAGI intend to work out some restructuring
of  this  debt; however, at March 31, 1997 and  as  of   the
date  hereof, the debt has not been restructured and remains
on  the  books.   The other secured debt is a $350,000  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.

RESULTS OF OPERATIONS

           Due  to  its  bankruptcy  and  adverse  financial
condition  the  issuer had not engaged in drilling  any  new
wells  or  acquiring any additional properties  since  1985.
Operations  of  the  issuer had been  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.  In November, 1996  the
Company and JAGI entered into an agreement with Prima Oil  &
Gas   Company  ("Prima")  pursuant  to  which  the   Company
contributed  26  potential drillsites and Prima  contributed
another  26  potential  drillsites into  a  drillsite  pool.
Prima  will act as operator and finance the drilling of  the
wells,  for which it will be entitled to 100% of the working
interest until payout, after which the working interest will
be divided 72.5% to Prima and 27.5% to the Company and JAGI.
In  addition,  8  potential  recompletion  well  sites  were
contributed  to this pool, on which Prima will also  act  as
operator, and at its discretion and sole cost, recomplete in
return  for  a  72.5%  working interest after  recompletion.
Upon  recompletion, the Company will immediately be entitled
to  its  working  interest share (27.5%) of  all  production
payments,  without waiting for payout.  In  December,  1996,
the   Company  entered  into  an  agreement  with  PanEnergy
Financial  Services, Inc. ("PanEnergy") to provide financing
for  the drilling and completion costs of wells.  Under this
agreement,   PanEnergy   will   provide   financing   on   a
reimbursement  basis for up to 95% of the Company's  working
interest costs of drilling and completing 8 wells which  the
Company,  as  operator, considers capable of  producing  oil
and/or  gas  in  commercial quantities.  PanEnergy  will  be
entitled  to repayment of the amounts advanced plus interest
at 1% over prime, through a 95% allocation of the production
payments  attributable to the Company's  interest  in  these
wells.   As  of  the  date of this report  the  Unioil/Prima
agreement  has resulted in the drilling of 6 new  wells  and
the  recompletion of 4 wells.  The Unioil/PanEnergy  program
will  commence in May and should be completed in June.   The
Issuer  has  continued to incur net losses due primarily  to
interest expense.



                              
                             -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  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.



                              
                              
                              
                             -6-

<PAGE>

Item 2.        Changes in Securities

           No  changes in securities occurred in  the  first
quarter of 1997 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  first quarter of 1997 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 first quarter of the year 1997.





                              
                             -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.



Date: May 15, 1997              /s/Charles E. Ayers, Jr.
      ___________________    __________________________________
                                Charles E. Ayers, Jr., Chairman,
                                Chief Executive Officer and Director



Date: May 14, 1997              /s/Fred C. Jones
     ____________________    ____________________________________
                                Fred C. Jones
                                Vice President, Secretary and Director

<PAGE>