<PAGE>

                         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, 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 
 of incorporation or organization)       identification number)

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



<PAGE>                             



                             UNIOIL
                              
                             INDEX

                                                                  Page No.
Part I           Financial Information

                    Condensed balance sheets-                           1
                       September 30, 1997 and December 31, 1996

                    Condensed statements of operations-                 2
                       nine months ended September 30, 1997 and 1996

                    Condensed statements of cash flows-                 3
                       nine months ended September 30, 1997 and 1996

                    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,
                                           1997         1996
                                      ___________  ___________
                          (Unaudited)                     *
Current Assets
   Cash                                $    43,611  $ 118,886
   Joint Interest and Trade Acct. Rec.     130,508    124,480
   Prepaid Expenses                          1,100      3,562
   Deferred Loan Costs, net                    -0-        -0-
                                        __________   ________
          Total current assets             175,219    246,928

Property and Equipment                      50,435     53,524
   Less accumulated depreciation            45,950     50,388
                                        __________   ________
                                             4,485      3,136

Investment in Oil and Gas Properties    11,320,762  9,446,260
   Less accumulated depletion,
    depreciation and amortization        5,813,705  5,716,007
                                        __________  _________
                                         5,507,057  3,730,253

Deferred Tax Assets                            -0-        -0-
Other Assets                                 2,152      2,152
                                        __________  _________
          Total Assets                  $5,688,913 $3,982,469

                         LIABILITIES
Current Liabilites
   Accounts Payable & Taxes Payable   $    184,191$    149,734
   Accrued Interest                      8,530,564  8,096,242
   Other Current Liabilities               156,266    156,266
   Note Payable                          7,680,487  6,141,000
   Deferred Tax Liabilities                    -0-        -0-
                                        __________  _________
          Total Current Liabilites      16,551,508 14,543,242

Stockholders' Deficit
   Common Stock                             94,417     94,417
   Capital in Excess of Par              4,062,519  4,062,519
   Retained Earnings (Deficit)        (15,019,531)(14,717,709)
                                       __________  __________
          Total Stockholders' Deficit (10,862,595)(10,560,773)
                                       __________  __________

          Total Liabilities and
            Stockholders' Deficit     $ 5,688,913  $ 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)


                              Nine months ended     Three months ended

                                 September 30         September 30  
                              ___________________    _________________
                               1997        1996      1997       1996
                              ________   ________    _______   _______
Revenue
   Oil & Gas Sales            $614,171   $430,303   $383,663   $283,965
   Interest Income               1,604      2,877        135      2,201
   Income from serving
     as operator                25,128     23,660      8,153      8,365
   Other Income-Settlements        -0-    177,858        -0-    177,858
   Miscellaneous Income          7,567      3,764      5,260        755

          Total Revenue        648,470    638,462    397,211    473,144

Costs & Expenses
   Production Costs and
        Related Taxes          196,775    186,025     80,857     89,945
   General and Administrative
       Expenses                152,820    143,460     47,426     44,722
   Depletion, Depreciation
       & Amortization           98,424     77,365     31,189     32,931
   Interest Expense            502,273    491,541    197,004    165,792

      Total Costs & Expenses   950,292    898,391    356,476    333,390

Loss before income taxes      (301,822)  (259,929)    40,735    139,754

Income Taxes                      ---        ---         ---        ---

Net Profit/Loss            $ (301,822)  $ (259,929) $ 40,735  $ 139,754

Net Profit/Loss per share  $   (.03)      $ (.03)     $ .004     $ .015


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,
                                                 1997       1996
                                             _________    __________
Cash Flows From (To) Operating Activities
   Net Loss                                  $ (301,822) $ (259,929)
Adjustments to reconcile net loss to net cash
 used in operating activities:
   Depreciation, Depletion & Amortization        93,191      77,365
   Changes in Assets and Liabilities
          Joint Interest & Trade Receivables    (6,031)       2,028
          Other Assets                            2,463       3,527
          Accounts Payable and Taxes Payable     34,459    (10,971)
          Accrued Interest Payable              434,322     434,322
                                              _________     _______
                                                558,404     506,271
                                              _________     _______
       Net Cash Provided (Used) by Operations   256,582     246,342

Cash Flows From (To) Investing Activities
   Disposition of Property & Equipment            3,158     (3,681)
   Acquisition of Oil & Gas Properties       (1,874,502)      ----
                                             __________     _______
       Net Cash Provided (Used)
          by Investing Activities            (1,871,344)    (3,681)

Cash Flows From (To) Financing Activities
   Proceeds from Notes Payable		    1,539,487      52,951
                                              _________      ______
       Net Cash Used by Financing Activities  1,539,487      49,270
                                              _________      ______
Net Increase (Decrease) in Cash                (75,275)     295,612

Cash at Beginning of Period                    118,886      61,636
                                              ________      _______
Cash at End of Period                         $ 43,611     $357,248


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, 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  September 30, 1997, the unpaid note balance was $5,791,000.00
and the related Accrued Interest balance was $8,530,564.00.

During the nine months ending September 30, 1997, 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.


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,  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 September 30, 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.,
now  known  as  Duke  Energy Financial Services, Inc. ("Duke")  to  provide
financing for the drilling and completion costs of wells.  Please note that
PanEnergy and Duke Power merged in June and is now known as Duke Energy and
will  be  referred  to as such in the future.  Under this  agreement,  Duke
provided  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.  Duke 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  16 new wells and the recompletion of 4 wells.   Drilling
will  continue through November 1997, of approximately 9 more  wells.   The
Unioil/Duke  program  began in May and has been  completed.   This  program
resulted  in  the drilling and completion of 8 new oil &  gas  wells.   The
issuer  has  continued  to  incur  net losses  primarily  due  to  interest
expenses.



                                    -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  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.
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                    -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  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 third 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.


       October 30, 1997         /s/ Charles E. Ayers, Jr.
Date ____________________     ____________________________________
                              Charles E. Ayers, Jr., Chairman,
                              Chief Executive Officer and Director

       October 29, 1997         /s/ Fred C. Jones
Date ____________________     ____________________________________
                              Fred C. Jones
                              Vice President, Secretary and Director

<PAGE>