SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                    
                              Form 10-QSB
                                    
               Quarterly Report Under Section 13 or 15(d)
                 of the Securities exchange Act of 1934

For Quarter Ending March 31, 1997

Commission File Number #33-38119-C

                      THE KENSINGTON COMPANY, INC.
                                    
         (Exact name of registrant as specified in its charter)

Minnesota                                          41-1610632    
(State or other                              (IRS Employer
 jurisdiction of                             Identification No.)
 incorporation)

Suite 1150 Interchange Tower, 600 S. Hy. 169, Minneapolis,                     
        
                           Minnesota 55426  
(Address of principal executive offices)               (Zip code)

Registrant's telephone number, including area code (612) 546-2075

Indicate by Check mark whether the registration (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or of such shorter period that the
registrant was required to file such reports), and 92) has been subject to
such filing requirements for the past 90 days.

Yes   *                                                    No         

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

      Weighted Number of Shares outstanding are 3,021,450 of common stock no
par value. 

Part I.  Financial Information

                      Quarter Ended  March 31, 1997

                                 GENERAL

The following financial information is submitted in response to the
requirements of Form 10-QSB and does not purport to be financial statements
prepared in accordance with generally accepted accounting principles.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted, although the Company believes the disclosures that are
made are adequate to make the information presented not misleading.  Further,
in the opinion of the management, the interim financial statements reflect
fairly the financial position and results of operations for the period
indicated.

The results of operations for the quarter ended as stated above are not
necessarily indicative of results to be expected for the entire fiscal year
ending December 31st.


Item 1.  Financial Statements

The balance sheet of The Kensington Company, Inc. (the "Company") as of the
Quarter stated above, and the related statement of income and changes in
financial position and note thereto are incorporated herein by reference to
the Company's quarterly report.

<PAGE>

Item 2.   Management's Discussion and Analysis of Financial           
                                                                      
                  Condition and Results of Operations


Results of Operations
For the quarter being reported on, the company had revenues of $863k as
compared to $654k for the same period in 1996. Operating profits for the
period were $292k as compared to $246k for 1996. Operations of the fixure
manufacturing subsidiary remained very strong during the quarter. The backlog
of orders continues to be strong indicating the second quarter should be
consistent with the first quarter. As was stated at the end of 1996, the
company has written off virtually all its oil & gas operations.  Overall the
company reported a net income of $10k for the quarter. This was accomplished
by reducing S,G and A expenses in all entities. 

Liquidity and Capital Resources
For the quarter, the Company had a net income from operations of $64k.
Management of the Company is of the opinion that the Company will continue to
show an operating profit through the foreseeable future. However the company
faces a serious cash flow problem with a significant portion of its long term
debt coming due. Management is currently negotiating with the debtors to roll
over their debt and also is in discussions with Mortgage bankers to provide
alternative financing. 
During the period stated the Registrant did not sell to directors, management
and others, any common stock.

Inflation

The rate of inflation has had a great impact on the Company's results of
operations and is expected to have a continued impact on continuing operations
due to the increase in wood product costs and the fact that we have to bid
most of our projects and we can not pass all of the cost increases to our
customers.

Part II.  Other Information

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K and the October 18, 1995          
S-8 filing
as described in Item 2 herein.

<PAGE>

                                SIGNATURES

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

                                                                               
                         THE KENSINGTON COMPANY, INC.

                                                                               
                                                       
                         Mark Haggerty
                         Mark Haggerty
                                                                              
                         Chief Executive Officer

                                   Jeff Etten                              
                                   Jeff Etten, C.F.O.
                                   
Dated:  February 17, 1998
                          Minneapolis, Minnesota
                               
<PAGE>

<PAGE>
THE KENSINGTON COMPANY, INC. AND SUBSIDIARIES                         
CONSOLIDATING STATEMENT OF OPERATIONS                                 
FOR THE QUARTER ENDED MARCH 31, 1997 AND 1996                         
                                   (UNAUDITED)                        
Revenues:                          
  Product sales                                  $863,257          $651,581
                                  
  Distributions from oil 
  and gas partnerships                               0                3,067
                                  
  Oil and gas sales                                0                 0
                                  
     Total revenues                              863,257           654,648
                                  

Cost of sales:                    
  Cost of products sold                       570925            408837
                                  
  Oil and gas costs                                0               200
                                  
     Total cost of sales                      570925            409037
                                  

     Gross profit                             292332            245611
                                  

Operating expenses                            228519            180267
                                  

Income (loss) from operations                  63813             65344
                                  

Other income (expense):            
  Interest expense                            (54019)           (45799)
                                  
  Litigation settlement                            0                 0
                                  
Minority Interest in Earnings of 
Consolidated Oil & Gas Ptsp                        0             32446
                                  
  Miscellaneous income                             0                 0
                                  
    Total other income (expense)            (54019)           (46121)
                                  

Income (loss) before income taxes 
and extraordinary item                          9794             19223
                                  
  Provision for income taxes (benefit)             0                 0
                                  

Income before extraordinary item                9794             19223
                                  
  Extinguishment of debt, net of 
  income taxes of $0                               0                 0
                                  

Net income (loss)                               9794             19223
                                  

Accumulated deficit, beginning               (3978135)        (2898821)
                                  

Accumulated deficit, ending                  (3968341)        (2879598)
                                  

Earnings Per Share          0.0032414900130732         0.0062349178753989
                                  
WEIGHTED NUMBER OF SHARES OUTSTANDING         3021450          2945894

<PAGE>
THE KENSINGTON COMPANY, INC. AND SUBSIDIARIES                         
CONSOLIDATING STATEMENT OF CASH FLOWS                                 
FOR THE QUARTER ENDED MARCH 31, 1997 & 1996                           
                                   (UNAUDITED)


                                                 1997             1996
                                  

Cash flows from operating activities:                                 
  Net income (loss)                            $9794            $19223
                                  
  Adjustments to reconcile net income (loss)                          
   to cash flows from operating activities:                           
   Depreciation, depletion and amortization    13792             10829
                                  
   Extinguishment of debt                                            0
                                  
   Changes in operating assets and liabilities:                       
    Accounts receivable                       (86889)           (88150)
                                  
    Inventories                                33385              5499
                                  
    Other current assets                      (26514)           (25527)
                                  
    Other assets                                   0                 0
                                  
    Accounts payable                            1256             50351
                                  
    Other current liabilities                 103448             28735
                                  
      Cash flows from operating activities     48272            (31808)
                                  

Cash flows from investing activities:                                 
 Distributions from Unconsolidated 
 Gas & Oil Partnerships                            0              1491
                                  
  Decrease in notes receivable - related parties   0              1000
                                  
  Purchase of property and equipment            5304             (1371)
                                  
  Sale of Stock                                    0                  
                                  
      Cash flows from investing activities      5304              1120
                                  

Cash flows from financing activities:                                 
  Increase (decrease) in notes 
  payable - related parties                    (4126)              1860
                                  
  Proceeds short, long-term debt                   0             18990
                                  
  Payments on long-term debt                   (9708)           (11968)
                                  
  Payments on obligations under 
  capital leases                              (21677)            (3005)
                                  
      Cash flows from financing activities    (35511)             5877
                                  

Increase (decrease) in cash                     7457            (24811)
                                  

Cash, beginning                                16186             34232
                                  
Cash, ending                                   23643              9421

<PAGE>
THE KENSINGTON COMPANY, INC. AND SUBSIDIARIES                         
CONSOLIDATING BALANCE SHEET        
MARCH 31, 1997 AND 1996            
                              (UNAUDITED)                             

                                                 1997             1996
                                  
                          ASSETS                                   
Current assets:                    
  Cash                                         $23,643          $9,421
                                  
  Accounts receivable                          309,274         290,368
                                  
  Inventories                                  159,841         130,613
                                  
  Other current assets                          33,052          38,603
                                  
     Total current assets                      525,810         469,005
                                  

Other assets:                      
  Investment in oil and 
  gas properties, net                           87,854       1,206,278
                                  
  Investment in oil and gas partnerships        44,832          47,981
                                  
  Investment in Ives                                 0               0
                                  
  Investment in KEC partnerships                     0               0
                                  
  Property and equipment, net                  312,752         351,791
                                  
  Notes receivable - related parties            26,511          32,125
                                  
     Total other assets                        471,949       1,638,175
                                  
                                              $997,759      $2,107,180
                                  

LIABILITIES AND STOCKHOLDERS' EQUITY                               

Current liabilities:              
  Note payable -                              $112,541         $50,098
                                  
  Note payable - related parties               278,556         345,956
                                  
  Current portion of long-term debt            510,527          87,793
                                  
  Current portion of obligations 
  under capital leases                          23,340          23,543
                                  
  Accounts payable                             308,257         273,167
                                  
  Accrued payroll & related taxes              100,185          97,094
                                  
  Accrued interest                              32,747          29,397
                                  
  Accrued Expenses                              77,946          54,897
                                  
Intercompany                                         0               0
                                  
     Total current liabilities                1,444,099        961,945
                                  

Long-term debt, net of current portion           30,110        606,146
                                  
Obligations under capital leases, net 
of current portion                               10,000         55,017
                                  
Minority interest in consolidated Subsidiaries   11,239         13,332
                                  
     Total liabilities                        1,595,448      1,636,440
                                  


STOCKHOLDERS' EQUITY              
  Common stock                                3,661,273      3,647,670
                                  
  Additional paid-in capital                          0              0
                                  
  Accumulated deficit                        (5,212,124)    (2,879,598)
                                  
  Stock subscriptions receivable                953,162       (297,332)
                                  
     Total stockholders' equity                (597,689)       470,740
                                  

                                               $997,759     $2,107,180