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

                                   FORM 10-QSB

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

     For the quarterly period ended June 30, 1997

                                       OR

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

     For the transition period from ________________  to ___________________

     Commission File No. 2-72232

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

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


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

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

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

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes _X_ No__

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

Common Stock, $.10 par value                               18,844,245
----------------------------                       ----------------------------
           Class                                   Outstanding at July 31, 1997

Transitional Small Business Disclosure Format:   Yes ___     No   _X_


<PAGE>




        GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
                                      INDEX

                                                          Page
                                                         Number
                                                         ------
PART I.  Financial Information

  Item 1. - Financial statements

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

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

         Consolidated Statement of Cash Flows.............  6

         Notes to Consolidated Financial Statements.......  7

  Item 2. - Management's Discussion and Analysis of
                    Financial Condition and Result of
                    Operations............................  8

PART II. Other Information................................ 11

Signatures................................................ 12








                                        2

<PAGE>



        GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEET

                                               June 30,  December 31,
                                                1997        1996
                    ASSETS                   (Unaudited) 
                                              ---------   -------- 
                                                  (In thousands)

<S>                                             <C>        <C>    
CURRENT ASSETS
 Cash and cash equivalents....................  $ 1,832    $ 1,580
 Receivables, net of allowance for doubtful
  accounts of $247 in 1997 and 1996...........      323        449
 Prepaid expenses and other current assets....       34         23
                                                 ------     ------
     Total current assets.....................    2,189      2,052
                                                 ------     ------

OIL AND GAS PROPERTIES, at cost (accounted
 for using the successful efforts method)
  Proved oil and gas properties...............    9,645      9,514
  Undeveloped leaseholds......................       53         52
  Pipeline equipment..........................    1,348      1,346
  Equipment inventory.........................       55         54
                                                 ------     ------
                                                 11,101     10,966
  Less accumulated depreciation, depletion,
   amortization and impairment................  ( 9,875)   ( 9,781)
                                                 ------     ------
                                                  1,226      1,185
  Properties held under installment sales, net
   of accumulated depreciation, depletion and
   amortization of $1,349 and $1,210,
   respectively                                     861      1,000
                                                 ------     ------
                                                  2,087      2,185
OTHER ASSETS, at cost, net of accumulated
depreciation and amortization of $428 and $423      105         84
                                                 ------     ------
                                                  4,381     $4,321
      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Notes payable................................   $   18     $   18
 Accounts payable and accrued expenses........      165        156
                                                 ------     ------
     Total current liabilities................      183        174
                                                 ------     ------
NOTES PAYABLE.................................       23         29
                                                 ------     ------
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY
 Preferred stock, $10.00 par value, 4,000,000
  shares authorized, none issued or outstanding
 Common stock, $.10 par value, 40,000,000
  shares authorized, 18,844,245 shares issued
  and outstanding.............................    1,884      1,884
 Additional paid-in capital...................   29,242     29,242
 Accumulated deficit..........................  (26,951)   (26,968)
 Notes receivable - officers..................        -        (40)
                                                 ------     ------
                                                  4,175      4,118
                                                  -----      -----
                                                 $4,381     $4,321
                                                 ======     ======
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                        3

<PAGE>



        GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                 Three Months
                                                Ended June 30,
                                                --------------
                                              1997          1996
                                              ----          ----
                                            (In thousands, except
                                              per share amounts)

<S>                                         <C>           <C>   
REVENUES
 Oil and gas sales........................  $  191        $  234
 Gas transmission sales...................     287           264
 Installment sales income (loss), net.....     (18)          (25)
 Interest and other income................      22            21
                                            ------        ------
                                               482           494
                                            ------        ------
EXPENSES
 Production costs.........................      72            61
 Cost of gas transmission.................     208           222
 Cost of pipeline relocation..............       -             2
 Exploration costs........................      50
 Depletion, depreciation and amortization.      57            49
 General and administrative...............     149            98
                                            ------        ------
                                               536           432
                                            ------        ------
NET INCOME (LOSS).........................  $  (54)       $   62
                                            ======        ======

NET INCOME (LOSS) PER SHARE...............  $ (.00)       $  .00
                                            ======        ======

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING..............................  18,844        18,844
                                            ======        ======
</TABLE>




                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                        4

<PAGE>



        GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                  Six Months
                                                Ended June 30,
                                                --------------
                                              1997          1996
                                              ----          ----
                                            (In thousands, except
                                              per share amounts)


<S>                                         <C>           <C>   
REVENUES
 Oil and gas sales........................  $  440        $  444
 Gas transmission sales...................     641           477
 Income from pipeline relocation..........       -           498
 Installment sales income (loss), net.....     (22)          (27)
 Interest and other income................      42            26
                                            ------        ------
                                             1,101         1,418
EXPENSES
 Production costs.........................     130           113
 Cost of gas transmission.................     427           413
 Cost of pipeline relocation..............       -           260
 Exploration costs........................      50
 Depletion, depreciation and amortization.     111            96
 General and administrative...............     366           223
                                            ------        ------
                                             1,084         1,105
NET INCOME................................  $   17        $  313
                                            ======        ======

NET INCOME PER SHARE......................  $  .00        $  .02
                                            ======        ======

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING..............................  18,844        18,844
                                            ======        ======
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                        5

<PAGE>




        GREAT EASTERN ENERGY AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                    Six Months
                                                  Ended March 31,
                                                  ---------------
                                                1997          1996
                                                ----          ----
                                                  (In thousands)

<S>                                           <C>           <C>   
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income.................................. $   17        $  313
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   (Increase) decrease in accounts receivable    126          (190)
   (Increase) decrease in other current assets   (11)          111
   Depletion, depreciation and amortization..    111            96
   Depletion, depreciation and amortization
    charged against installment sales income
    (loss), net..............................    139           116
   Increase in accounts payable and accrued
    expenses.................................      9           (19)
   Decrease in notes receivable - officers...     40             -
                                              ------        ------
         Net cash provided by operating
      activities.............................    431           427
                                              ------        ------

CASH FLOWS FROM INVESTING ACTIVITIES
 Increase in certificates of deposit.........      -            (6)
 Additions to oil and gas properties.........   (135)          (40)
 Increase in other assets....................    (38)          (18)
                                              ------        ------
     Net cash used for investing activities..   (173)          (64)
                                              ------        ------

CASH FLOWS FROM FINANCING ACTIVITIES
 Repayments of debt..........................     (6)           (5)
                                              ------        ------

INCREASE IN CASH.............................    252           358

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

CASH AT END OF PERIOD........................ $1,832        $  797
                                              ======        ======
</TABLE>



                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                        6
<PAGE>




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

NOTE 1 - BASIS OF PRESENTATION

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

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

NOTE 2 - RELATED PARTY TRANSACTIONS

         During the first  quarter of fiscal  1997,  the Company  forgave a loan
receivable  from an  officer  in the  amount of  $40,000.  The  forgiveness  and
associated  payroll taxes in the aggregate  gross amount of $77,000 is reflected
as compensation  under general and  administrative  expenses in the statement of
operations for the six months ended June 30, 1997.

NOTE 3 - SALE OF COMPANY

         Caprito Gas  Corporation  filed a tender offer with the  Securities and
Exchange Commission on July 11, 1997 for all of the Company's  outstanding stock
at $0.22  per  share.  At the close of the  tender  offer on  August  11,  1997,
17,168,833  shares,  representing  approximately  91  percent  of the issued and
outstanding shares, had been tendered and accepted for payment by Caprito.

         As stated in the tender offer,  Caprito  proposes a cash-out  merger to
acquire the balance of the outstanding stock of Great Eastern in the near future
for the same consideration per share as was paid in the tender offer.



                                        7

<PAGE>



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

Results of Operations
---------------------

         Second  Quarter 1997  Compared to Second  Quarter  1996. 
         ---------------------------------------------------------
     The Company's second quarter of fiscal 1997 operations reflected a net loss
of $54,000 as compared to net income of $62,000 for the corresponding quarter of
fiscal 1996.  Decreased sales volumes from oil properties  under  waterflood and
decreased  sales  prices have  resulted in  decreased  profits  from oil and gas
operations  of  $119,000  in the second  quarter of fiscal  1997 as  compared to
$173,000 for the corresponding quarter of fiscal 1996.

         An increase  in  production  volumes  from  coalbed  methane gas wells,
coupled with an increase in product  prices,  has resulted in an increase in gas
transmission sales. The increase in gas transmission sales volumes resulted in a
corresponding  increase in the cost of gas,  and the effect of cost  containment
policies  was a  reduction  to  operating  expenses.  Natural  gas  transmission
operations  reflected a profit of $79,000 for the second  quarter of fiscal 1997
as compared to a profit of $42,000 for the corresponding quarter of fiscal 1996.

         While  conducting a mechanical  integrity  test on its No. 1-3 McIntyre
well located in Moffat  County,  Colorado,  the Company was unable to disconnect
the  tubing  from the  production  packer  and as a result  had to  abandon  the
Shinarump formation where the well was completed.  The well was recompleted as a
shut-in gas well in the Niobrara formation at a cost of $50,000.

         A  loss  from  installment  sales  of  $18,000,  net  of  depreciation,
depletion and  amortization  of $71,000,  is reflected in the second  quarter of
fiscal 1997  consolidated  statement  of  operations  as compared to a loss from
installment  sales  income  of  $25,000,  net  of  depreciation,  depletion  and
amortization of $58,000 for the corresponding quarter of fiscal 1996.

         General  and  administrative  costs  increased  by $51,000 to  $149,000
during  the  second  quarter  of fiscal  1997 as  compared  to  $98,000  for the
corresponding  quarter of fiscal 1996. The increase was primarily  attributed to
expenses associated with the proposed sale of the Company.

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

         First Half 1997 Compared to First Half 1996. 
         ---------------------------------------------
     The Company's first half of fiscal 1997 operations  reflected net income of
$17,000 as  compared  to net income of $313,000  for the  corresponding  half of
fiscal  1996.  The  $296,000  decline in net income  resulted  primarily  from a
nonrecurring gain of $238,000 during fiscal 1996 as discussed below.  Moderately
higher  production  costs have  resulted in  decreased  profits from oil and gas
operations  of $310,000 in the first half of fiscal 1997 as compared to $331,000
for the corresponding half of fiscal 1996.

                                        8

<PAGE>
         An increase  in  production  volumes  from  coalbed  methane gas wells,
coupled with an increase in product  prices,  has resulted in an increase in gas
transmission sales. The increase in gas transmission sales volumes resulted in a
corresponding  increase in the cost of gas,  and the effect of cost  containment
policies  was a  reduction  to  operating  expenses.  Natural  gas  transmission
operations  reflected a profit of $214,000  for the first half of fiscal 1997 as
compared to a profit of $64,000 for the corresponding half of fiscal 1996.

         Management  entered  into a  fixed-price  contract  whereby  the Kansas
Department  of  Transportation  agreed to pay the  Company  $498,000 to relocate
certain  portions of its pipeline.  Construction  was completed during the first
half of fiscal 1996 at an aggregate  cost of $260,000,  and resulted in a profit
of $238,000 from the  arrangement.  There were no such  transactions  during the
corresponding half of fiscal 1997.

         A  loss  from  installment  sales  of  $22,000,  net  of  depreciation,
depletion and amortization of $139,000, is reflected in the first half of fiscal
1997 consolidated statement of operations as compared to a loss from installment
sales income of $27,000,  net of  depreciation,  depletion and  amortization  of
$96,000 for the corresponding half of fiscal 1996.

         General  and  administrative  costs  increased  by $143,000 to $366,000
during  the  first  half  of  fiscal  1997  as  compared  to  $223,000  for  the
corresponding   half  of  fiscal  1996.  The  principal   increase   related  to
compensation  costs of  $77,000  associated  with the  retirement  of a  certain
officer's  obligation;  the  remaining  increase  was  primarily  attributed  to
expenses associated with the proposed sale of the Company.

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

Current Operations
------------------

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

Liquidity and Capital Resources
-------------------------------

         Working  Capital.  
         -------------------
     The Company had working  capital of $2,006,000  and  $1,878,000 at June 30,
1997 and December 31, 1996, respectively. The Company has no bank debt and, with
the  exception  of one  compressor,  no oil and gas  properties  are  pledged as
collateral. Management believes that the Company's liquidity is adequate to meet
operating  activities for fiscal 1997. Oil and gas  development  activities,  if
any, will be funded solely from excess cash generated  from  operations and from
proceeds  generated from the  installment  sale of certain  southeastern  Kansas
coalbed methane gas properties.

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

                                        9

<PAGE>
         Sale of Company.
         ----------------
         Caprito Gas  Corporation  filed a tender offer with the  Securities and
Exchange Commission on July 11, 1997 for all of the Company's  outstanding stock
at $0.22  per  share.  At the close of the  tender  offer on  August  11,  1997,
17,168,833  shares,  representing  approximately  91  percent  of the issued and
outstanding shares, had been tendered and accepted for payment by Caprito.

         As stated in the tender offer,  Caprito  proposes a cash-out  merger to
acquire the balance of the outstanding stock of Great Eastern in the near future
for the same consideration per share as was paid in the tender offer.

     On August 15, 1997,  Great  Eastern's  Board of Directors met and appointed
Mr. Kevin O. Butler,  Caprito's  President and sole  shareholder,  to the Board.
Following  Mr.  Butler's  appointment,  Great  Eastern's  former Board  resigned
enabling Mr.  Butler to name a new Board for the Company.  Mr.  Donald G. Jumper
was  replaced  as  President  of the  Company  by Mr.  Butler.  Great  Eastern's
operations will be relocated to Midland, Texas.




                                       10

<PAGE>
                           PART II - OTHER INFORMATION


Item 4 -       The Annual Meeting of the Stockholders of the Company was held on
               May 29, 1997 at the offices of the Company in Greenwood  Village,
               Colorado.  The  following  persons  were  elected to  continue as
               Directors  of the Company and did in fact  constitute  the entire
               Board of  Directors  until  August  15,  1997,  when all  members
               resigned commensurate with the sale of the company.

                                    Edward S. Barr
                                    Alex G. Campbell, Jr.
                                    John I. Crews, Jr.
                                    Donald G. Jumper
                                    Sidney Buford Scott
                                    William T. Young, Jr.

Items 1, 2, 3, 5 and 6 are not applicable.



                                       11

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                               GREAT EASTERN ENERGY AND
                               DEVELOPMENT CORPORATION
                               -----------------------
                               (Registrant)


Date:  August 19, 1997         By: /s/ KEVIN O. BUTLER
                               -----------------------
                               Kevin O. Butler
                               Chief Executive Officer, President, Chief
                               Financial and Accounting Officer and
                               Director



                                       12