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, 1998

                                       OR

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

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

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

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

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

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

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

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

                     Class                 Outstanding at March 31, 1998
         _____________________________   _____________________________________
         (Common stock,$.01 par value)                9,441,657




<PAGE>


                                     UNIOIL
                                        
                                     INDEX

    
                                                               Page No.
Part I           Financial Information

                  Condensed balance sheets-                            1
                   March 31, 1998 and December 31, 1997

                  Condensed statements of operations-                  2
                   three months ended March 31, 1998 and 1997

                  Condensed statements of cash flows-                  3
                   three months ended March 31, 1998 and 1997

                  Notes to condensed financial statements              4

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


Part II           Other Information

                  Item 1  Legal Proceedings                            6

                  Item 2  Changes in Securities                        6

                  Item 3  Defaults upon Senior Securities              6

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

                  Item 5  Other Information                            7

                  Item 6  Exhibits and Reports on Form 8-K             7
               


<PAGE>

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

                                                 March 31,      December 31,
                                                   1998            1997
                                               ____________   ______________
                                               (Unaudited)           *

Current Assets
   Cash                                         $  203,903        $  130,829
   Joint Interest and Trade Acct. Rec.             130,266           160,573
   Prepaid Expenses                                  2,283             4,058
   Deferred Loan Costs, net                            -0-               -0-
                                               ____________   ______________

          Total current assets                     336,452           295,460
                                               ____________   ______________

Property and Equipment                              49,556            49,556
   Less accumulated depreciation                    45,555            45,313
                                               ____________   ______________

           Total property and equipment              4,001             4,243
                                               _____________  ______________ 

Investment in Oil and Gas Properties            11,324,476        11,324,476
   Less accumulated depletion, depreciation      6,225,579         6,098,217
      and amortization                         ______________ ______________ 
                                                 5,098,897         5,226,259
                                               ______________ ______________
Deferred Tax Assets                                    -0-               -0-

Other Assets                                         2,152             2,152
                                               ______________ ______________

          Total Assets                        $  5,441,502      $  5,528,114
                                               _____________  ______________  

                                        LIABILITIES
Current Liabilites
   Accounts Payable & Other Liabilities        $   416,073       $   371,773
   Accrued Interest                              8,820,111         8,675,337
   Notes Payable                                 7,321,022         7,442,185
   Deferred Tax Liabilities                            -0-               -0-
                                              ______________  ______________

          Total Current Liabilites             16,557,2061         6,489,295
                                              ______________  ______________

Stockholders' Deficit
   Common Stock                                     94,417            94,417
   Capital in Excess of Par                      4,062,520         4,062,520
   Retained Earnings (Deficit)                 (15,272,641)      (15,118,118)
                                              _______________  _____________

          Total Stockholders' Deficit          (11,115,704)      (10,961,181)
                                              ________________ ______________

          Total Liabilities and
          Stockholders' Deficit               $  5,441,502      $  5,528,114
                                              ________________ _____________

* Condensed from audited financial statements.

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

                                       -1-
<PAGE>
                                     UNIOIL
                                        
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                                                
                                                        Three months ended
                                                       March 31,   March 31,
                                                         1998        1997
                                                       _____________________
Revenue
   Oil & Gas Sales                                     $228,911     $115,890
   Interest Income                                        1,022          873
   Income from serving as operator                        6,469        8,553
   Miscellaneous Income                                      80        1,076
                                                       _____________________

          Total Revenue                                 236,482      126,392

Costs & Expenses
   Production Costs and Related Taxes                    44,950       63,154
   General and Administrative Expenses                   47,205       46,167
   Depletion, Depreciation & Amortization               127,604       31,644
   Interest Expense                                     171,247      151,794
                                                       _____________________

          Total Costs & Expenses                        391,006      292,759
                                                       _____________________

Loss before income taxes                               (154,524)    (166,367)

Income Taxes                                               ---         ---

Net Loss                                             $ (154,524)  $ (166,367)
                                                       ______________________

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,
                                                        1998        1997
                                                   ________________________ 
Cash Flows From (To) Operating Activities
   Net Loss                                        $  (154,524) $  (166,367)
Adjustments to reconcile net loss to net cash      ____________  ___________
   used in operating activities:
   Depreciation, Depletion & Amortization              127,604       31,644
   Changes in Assets and Liabilities
          Joint Interest & Trade Receivables            30,307       11,542
          Other Assets                                   1,775        1,478
          Accounts Payable and Taxes Payable            44,299        5,075
          Accrued Interest Payable                     144,774      144,774
                                                   _____________ ___________  
                                                       348,759      194,513
                                                   _____________ ___________

          Net Cash Provided (Used) by Operations       194,235       28,146

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                        (121,163)         -0-
                                                   _____________ ___________

          Net Cash Used by Financing Activities       (121,163)         -0-
                                                   _____________ ___________

Net Increase (Decrease) in Cash                         73,072       (4,930)

Cash at Beginning of Period                            130,829      118,886
                                                   _____________ ___________

Cash at End of Period                                $ 203,901    $ 113,956
                                                   _____________ ___________


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, 1998  are not necessarily indicative of the results to be expected
for the full year.

NOTE 2: INCOME TAXES

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

NOTE 3: RELATED PARTY TRANSACTIONS

During   1985,  the  Company  borrowed  approximately  $6,000,000  from
Joseph Associates, Inc. [JA] in order to fund the reorganization plan 
approved  by  the bankruptcy  court.  The loan is secured by basically all
of the  assets  of  the Company,  including interests in oil and gas wells.
The original  term  of  the loan  was  for 60 months with the principal and
interest payments due the  first day  of  each  month beginning October 1, 1985.
Almost from the beginning,  the Company has been in default with respect to
payments due on this loan.  In  1989 JA  exercised  its  right  under the loan
agreement to receive directly from purchasers  all  proceeds derived from the
sale of oil and gas by  the Company. Accordingly, all 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 1998. It is presently contemplated that this  debt will be restructured,
but the terms of such restructuring have not been determined or agreed to as of
the date hereof.

At  March  31, 1998, the unpaid note balance was $5,791,000.00 and  the  related
Accrued Interest balance was $8,820,112.00.

During  the  three  months  ending March 31, 1998, 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.

NOTE 4: LITIGATION

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

<PAGE>

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

LIQUIDITY and CAPITAL RESOURCES

     At  March  31, 1998, the issuer was insolvent; liabilities  greatly
exceed assets and revenues from operations were insufficient  to  discharge
liabilities  or  even  pay  interest accruing thereon. In  such a financial
condition, the issuer cannot raise additional funds to meet such commitments.
The issuer has been able to continue operations only because Joseph Associates
of Greeley, Inc. (JAGI"), whose secured position has priority, has  been 
foregoing  its right to foreclose upon all the issuer's assets, but is 
asserting its  right to take direct payment of the proceeds of production 
attributable  to the issuer's interest in oil and gas properties.

     There  are  three major areas of indebtedness  of  the  Company.   The
principal one is the secured debt owed to JAGI. With the interest that has been
accrued each year, this debt is in excess of 17 million dollars. Management  of
the  Company  and  JAGI  intend  to work out some restructuring  of  this debt;
however,  at  March 31, 1998 and as of the date hereof, the debt  has not been
restructured  and remains on the books.  The second 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.  The third secured
debt is to Duke Energy which was used to finance the drilling and completion
of eight new wells during 1997.

RESULTS OF OPERATIONS

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

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

     The Issuer has continued to incur net losses due primarily to interest
expenses.   After netting interest income and expense, which includes an annual
accrual  of $579,096 of interest expense on the secured debt owed to JAGI,  the
Company's net loss was $(400,408) in 1997 compared to $(435,302) in 1996.

     However,  the Company's actual results from operations have  improved
significantly during the last fiscal year compared to the preceding fiscal year.
The  Company had operating income of $260,105 in 1997, compared to an  operating
loss  of $(5,350) in 1996.  This resulted from an increase in total revenues  to
$1,164,277 in 1997, which almost doubled compared to total revenues of  $653,878
in  1996.   The increase is primarily the result of the resumption  of  drilling
activity  in  1997.  With the Company having been able to enter into  agreements
providing  for  drilling  activity  to resume  with  respect  to  the  Company's
leasehold  interests, management is hopeful the Company's results of  operations
will continue to improve; however, there is absolutely no assurance of this.





                                       -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 first quarter of 1998 covered
by this report.
                                        
Item 3.   Defaults upon Senior Securities

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

                                       -6-

<PAGE>


Item 4.        Submission of Matters to a Vote of Security Holders
, 
               No  matter  was submitted to a vote of security holders through
the solicitation of proxies or otherwise during the first quarter of 1998 
covered by this report.  The last meeting of stockholders of Unioil was held
in July, 1983.

Item 5.        Other Information

               None

Item 6.        Exhibits and Reports on Form 8-K

              (a)  Exhibits.  None

              (b)   Reports  on Form 8-K.  No reports on Form 8-K have been
                    filed during the first quarter of the year 1998.
                          
                         
                                        
                                        
                                        
                                       -7-

<PAGE>

                                   SIGNATURES

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



Date     May 19, 1998         /s/ Charles E. Ayers
                              Charles E. Ayers, Jr., Chairman,
                              Chief Executive Officer and Director



Date      May 14, 1998        /s/ Fred C. Jones
                              Fred C. Jones
                              Vice President, Secretary and Director

<PAGE>