<PAGE> 1
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 Quarter Ended:    June 30, 1996    

[ ]     Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934

        For the Transition Period from _____________ to ____________

                  Commission File Number: 0-8146

              MOUNTAIN STATES RESOURCES CORPORATION
          (Name of Small Business Issuer in its charter)

          Utah                                           87-0280886          
(State or other jurisdiction of                    (I.R.S. Employer I.D. No.)
 incorporation or organization)

        1935 East Vine Street, Salt Lake City, Utah  84121
      (Address of principal executive offices and Zip Code)

                          (801) 278-9944
       (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (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 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. (1) Yes [ ] No [X] (2) Yes[ ]
No [X]  

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

Common Stock, Par Value $0.10                              954,733
-----------------------------                             -----------          
      Title of Class                           Number of Shares Outstanding    
                                                as of November 20, 1996


NOTE: MOUNTAIN STATES RESOURCES CORPORATION (THE "COMPANY") HAS BEEN
DELINQUENT IN FILING ITS PERIODIC REPORTS SINCE SEPTEMBER 31, 1989.  THIS
REPORT IS ONE OF SEVERAL REPORTS BEING FILED ESSENTIALLY SIMULTANEOUSLY IN
ORDER TO BRING THE COMPANY CURRENT IN ITS REPORTING OBLIGATIONS. THE REPORT
PROVIDES INFORMATION FOR THE PERIOD DESCRIBED IN THE COVER PAGE HEREOF TO
WHICH IT RELATES.  SUCH INFORMATION SHOULD BE CONSIDERED IN LIGHT OF ALL OTHER
REPORTS FILED BY THE COMPANY, PARTICULARLY REPORTS BEING FILED FOR SUBSEQUENT
PERIODS.<PAGE>
<PAGE> 2
                   PART I FINANCIAL INFORMATION

                  ITEM 1.  FINANCIAL STATEMENTS

              MOUNTAIN STATES RESOURCES CORPORATION
                       FINANCIAL STATEMENTS
                           (UNAUDITED)


     The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted. 
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made.  These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.









































<PAGE> 3
              MOUNTAIN STATES RESOURCES CORPORATION
                  (A Development Stage Company)
                          Balance Sheets
<TABLE>
<CAPTION>           
                              ASSETS
                                          June 30,                    
                                            19965             March 31,
                                        (Unaudited)            19965
                                        -----------         -----------
<S>                                   <C>                 <C>
CURRENT ASSETS:
  Cash                                  $      -            $        11
                                        -----------         -----------
     Total current assets                      -                     11
                                        -----------         -----------
     TOTAL ASSETS                       $      -            $        11 
                                        ===========         ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)    
                                          June 30,        
                                            1996             March 31,
                                        (Unaudited)            1996
                                        -----------         -----------
<S>                                   <C>                 <C>
CURRENT LIABILITIES:
  Cash overdraft                        $        20         $      -
  Accounts payable                           34,850              34,850
  Related party payable (Note 5)             12,797              11,461
  Accrued expenses                          385,100             368,850  
  Interest payable                          188,218             178,595
  Current portion long-term
   liabilities (Note 2)                     298,919             298,919
                                        -----------           ---------
     Total Current Liabilities              919,904             892,675
                                        -----------           ---------
LONG-TERM LIABILITIES (Note 2)                 -                   -   
                                        -----------           ---------
       Total Liabilities                    919,904             892,675
                                        -----------           ---------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock; authorized 10,000,000
   shares at $2 par value; 39,473 shares
   issued and outstanding                    78,946              78,946
  Common stock; authorized 50,000,000
   common shares at $0.10 par value;
   42,240,934 shares issued and 
   outstanding                            4,224,093           4,224,093
  Additional paid-in capital                619,255             619,255
  Accumulated deficit                    (5,841,198)         (5,813,958)
  Cost of 10,000 shares of common stock
   held by the Company                       (1,000)             (1,000)
                                        -----------          ----------
     Total Stockholders' Equity
      (Deficit)                            (919,904)           (892,664)
                                        -----------          ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                       $      -             $       11
                                        ===========          ==========
</TABLE>


<PAGE> 4
              MOUNTAIN STATES RESOURCES CORPORATION
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)
<TABLE>
<CAPTION>
                                                                From Inception
                                                                 On April 15,
                                        For the Three            1969 Through 
                                   Months ended June 30,           June 30, 
                                  1996               1995            1996
                                  ----               ----            ----     
<S>                         <C>             <C>               <C> 
REVENUES                      $    -         $        -        $      -
                              ----------      -------------     -----------
EXPENSES                            -                  -               -
                              ----------      -------------     -----------
OPERATING LOSS                      -                  -               -
                              ----------      -------------     -----------
OTHER INCOME AND (EXPENSES)
 Loss on discontinued 
  Operations                     (27,240)           (34,704)     (5,841,198)
                              ----------      -------------     -----------
NET LOSS                      $  (27,240)     $     (34,704)    $(5,841,198)
                              ==========      =============     ===========

NET LOSS PER SHARE            $    (0.00)     $       (0.00
                              ==========      =============
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING        42,240,934         42,240,934
                              ==========      =============

</TABLE>




<PAGE>
<PAGE> 5
              MOUNTAIN STATES RESOURCES CORPORATION
                  (A Development Stage Company)
           Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
                                                            Capital
                       Preferred Stock         Common Stock       In Excess of    Accumulated    Treasury
                     Shares      Amount     Shares     Amount     Par Value        Deficit        Stock
                     ------      ------     ------     ------     -----------    -----------    ---------
<S>                 <C>       <C>      <C>          <C>         <C>            <C>            <C>
Balance,
 April 15, 1969           -     $   -           -     $      -    $       -      $       -      $    - 

Issuance/Cancellation
 of outstanding stock     -         -     39,001,257   3,900,126      663,652            -        (1,000)

Preferred stock issued
 for cash at $2.00 per
 share                 39,473    78,946         -            -            -              -           - 

Net (loss) from
 inception on April 15,
 1964 through
 March 31, 1992           -         -           -            -            -       (5,020,488)        - 
                      -------   -------  ----------    ---------  -----------     ----------    --------
Balance,
 March 31, 1992        39,473    78,946  39,001,257    3,900,126      663,652     (5,020,488)     (1,000)

Common stock issued
 for services rendered
 at approximately $0.01 
 per share                -         -       500,000       50,000      (44,397)           -           - 

Net loss for the
 year ended 
 March 31, 1993           -         -           -            -            -          (83,285)        - 
                      -------   -------  ----------    ---------  -----------     ----------    --------
Balance,
 March 31, 1993        39,473    78,946  39,501,257    3,950,126      619,255     (5,103,773)     (1,000)

Common stock issued
 for debt at $0.10 per
 share                    -         -     2,214,111      221,411         -               -           - 

Net loss for the
 year ended
 March 31, 1994           -         -           -            -           -          (603,210)        -
                      -------   -------  ----------    ---------  -----------     ----------    --------
Balance,
 March 31, 1994        39,473    78,946  41,715,368    4,171,537      619,255     (5,706,983)     (1,000)
                      -------   -------  ----------    ---------  -----------     ----------    --------
Common stock 
 issued for debt at
 $0.10 per share          -         -       525,566       52,556          -              -           -

Net loss for the
 year ended
 March 31, 1995           -         -           -            -            -         (113,611)        -
                      -------   -------  ----------    ---------  -----------     ----------    --------
Balance,
 March 31, 1995        39,473    78,946  42,240,934    4,224,093      619,255     (5,820,594)     (1,000)

Net income for the
 year ended 
 March 31, 1996          -         -           -            -            -             6,636        -
                      -------   -------  ----------    ---------  -----------     ----------    --------
Balance,
 March 31, 1996        39,473    78,946  42,240,934    4,224,093      619,255     (5,813,958)     (1,000)

Net loss for the
 three months ended
 June 30, 1996            -         -           -            -            -          (27,240)        -
                      -------   -------  ----------    ---------  -----------     ----------    --------
Balance,
 June 30, 1996         39,473   $78,946  42,240,934   $4,224,093  $   619,255    $(5,841,198)   $ (1,000)
                      =======   ======= ===========   ========== ============    ===========    ========

</TABLE>
<PAGE> 6
                 MOUNTAIN STATES RESOURCES CORPORATION
                     (A Development Stage Company)
                        Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                        From Inception
                                                                                         on April 15,
                                                      For the Three Months               1969 Through
                                                         Ended June 30,                    June 30, 
                                                    1996                 1995                1996
                                                    ----                 ----                ----
<S>                                            <C>                  <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

 Net (loss)                                      $    (27,240)        $    (34,704)      $(5,841,198)

Adjustments to reconcile net loss to net cash
 provided (used) by operating activities:
 Depreciation                                             -                    -                 515
 Expiration of convertible debentures                     -                    -            (111,700)
 Increase (decrease) in accounts payable                  -                    -              34,850
 Increase (decrease) in related party payable           1,336                4,886            12,799
 Increase (decrease) in interest payable                9,623               13,986           188,218
 Increase (decrease) in accrued expenses               16,250               16,250           385,100
                                                 ------------          -----------       -----------
   Net Cash Provided (Used) by Operating
    Activities                                            (31)                 418        (5,331,416)
                                                 ------------          -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of leases and equipment                         -                    -            (212,573)
 Disposal of leases and equipment                         -                    -             212,058
                                                 ------------          -----------       -----------
   Net Cash Provided (Used) by
    Investing Activities                                  -                    -                (515)
                                                 ------------          -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

 Common stock for cash                                    -                    -           4,842,346
 New borrowings                                           -                    -             410,619
 Preferred stock for cash                                 -                    -              78,946
                                                 ------------          -----------       -----------
   Net Cash Provided (Used) by
    Financing Activities                                  -                    -           5,331,911
                                                 ------------          -----------       -----------
NET INCREASE (DECREASE) IN CASH                           (31)                 418               (20)

CASH AT BEGINNING OF YEAR                                  11                   22                 -
                                                 ------------          -----------       -----------

CASH AT END OF YEAR                              $        (20)         $       440       $       (20)
                                                 ============          ===========       ===========
Cash paid during the year for:
  Interest                                       $        -            $       -         $       -
  Income Taxes                                   $        -            $       -         $       -

</TABLE>

<PAGE>
<PAGE> 7
              MOUNTAIN STATES RESOURCES CORPORATION
                  (A Development Stage Company)
                Notes to the Financial Statements
                 June 30, 1996 and March 31, 1996
                           (Unaudited)

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

The financial statements presented are those of Mountain States Resources
Corporation (the "Company").  The Company was incorporated in the state of
Utah on April 15, 1969.  The Company was incorporated for the purpose of
mining and mineral extraction and oil and gas exploration, development and
production activities, believed to hold a potential for profit.  The Company
discontinued its operations in 1993 and is considered a development stage
company per Statement of Financial Accounting Standards #7.

b. Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.  The Company has selected a March 31 year end.

c. Loss Per Common Share

The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.  

d. Provision for Taxes

No provision for taxes has been made due to operating losses at June 30, 1995. 
As of June 30, 1996, the Company has approximately $5,800,000 of net operating
loss carryover.  This net operating loss will start expiring in 1997 and will
continue until 2011.

e. Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

f. Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.<PAGE>
<PAGE> 8
              MOUNTAIN STATES RESOURCES CORPORATION
                  (A Development Stage Company)
                Notes to the Financial Statements
                 June 30, 1996 and March 31, 1996
                           (Unaudited)

NOTE 2 -  LONG-TERM LIABILITIES

Long-term liabilities consisted of the following (long-term liabilities are
stated at the original note amount, the accrued interest is summarized in Note
3:

                                                       June 30,      March 31,
                                                        1996           1996
                                                      ---------       --------
-
Note payable to Margaret Bullick, unsecured, dated
 October 26, 1989 at 15% for 120 days after which
 interest is 17% (see Note 7)                         $   1,700     $   1,700

Note payable to Margaret Bullick, unsecured, dated
 September 1, 1989 at 8% for 120 days after which 
 interest is 10% (see Note 7)                            36,251        36,251

Note payable to Kruse, Landa and Maycock, unsecured,
 dated September 1, 1989 at 8% for 120 days after
 which interest is 10%                                   47,171        47,171

Note payable to Ray Albrechtsen, unsecured, dated
 September 1, 1989 at 8% for 120 days after which
 interest is 10% (see Note 7)                            38,716        38,716

Note payable to Jackie Long, unsecured, dated
 September 1, 1989 at 8% for 120 days after which
 interest is 10% (see Note 7)                             5,000         5,000

Note payable to Robert Pruitt, Jr., unsecured, dated
 September 1, 1989 at 8% for 120 days after which
 interest is 10%                                         17,188        17,188

Default judgement payable to Copely Real Estate
 Advisors, dated November 4, 1991 at 12% interest        42,893        42,893

Notes payable to various parties, secured by a lien
 on the Indian Queen Marble Project, dated September
 29, 1993 at interest of 50% of the First Project
 Proceeds as defined in these promissory notes, due
 March 1995, to be converted to common shares (Note 7)  110,000       110,000
                                                       --------      --------
                                                        298,919       298,919
     Less current portion                             (298,919)     (298,919)
                                                       --------      --------
     Long-Term Liabilities                            $    -        $    -
                                                       ========      ========





<PAGE> 9
              MOUNTAIN STATES RESOURCES CORPORATION
                  (A Development Stage Company)
                Notes to the Financial Statements
                 June 30, 1996 and March 31, 1996
                           (Unaudited)

NOTE 3 -  INTEREST PAYABLE

Interest payable is based on the balance of the note payable at the end of
each year.  The respective interest payable on each note payable found in Note
2 is summarized below.
                                                       June 30,    March 31,
                                                         1996        1996
                                                      ---------    ---------
Note payable to Margaret Bullick of $1,700, at
 17% interest                                         $   3,151    $   2,953

Note payable to Margaret Bullick of $36,251, at 10%
 interest                                                33,050       31,360

Note payable to Kruse, Landa and Maycock of $47,171,
 at 10% interest                                         66,758       63,979

Note payable to Ray Albrechtsen of $38,716, at 10%
 interest                                                34,964       33,167

Note payable to Jackie Long of $5,000, at 10% interest    4,551        4,318

Note payable to Robert Pruitt, Jr. of $17,188,
 at 10% interest                                         15,644       14,843

Default judgement payable to Copely Real  Estate
 Advisors of $42,893, at 12% interest                    30,100       27,975
                                                      ---------     --------
     Total Interest Payable                          $ 188,218     $178,595
                                                      =========     ========
NOTE 4 -  GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern. 
It is the intent of the Company to seek a merger with an existing, operating
company.

NOTE 5 -  RELATED PARTY TRANSACTIONS

The former president and other officers of the Company  have paid certain
expenses of the Company, incurred during its dormant state.  On September 1,
1989 and October 26, 1989 these expenses were converted to notes payable (see
Note 2).  The amounts due to these related parties were subsequently settled
with these parties (See Note 7).





 .



<PAGE> 10
              MOUNTAIN STATES RESOURCES CORPORATION
                  (A Development Stage Company)
                Notes to the Financial Statements
                 June 30, 1996 and March 31, 1996
                           (Unaudited)

NOTE 6 -  DISCONTINUED OPERATIONS

During 1993 the Company discontinued its operations and was reclassified as a
development  stage company.  All revenues generated by the Company have been
netted against the expenses and are grouped into the discontinued operations
line on the statement of operations.  The liabilities and assets of the
Company have been adjusted to their net realizable values

NOTE 7 -  CONVERTIBLE DEBENTURES

The Company had a number of convertible debentures outstanding at March 31,
1995.  No contact has been made with these parties, although a search was
conducted.  The statute of limitations expired on these instruments during the
year ended March 31, 1996.  The convertible debentures are according written
off during the current year ended March 31, 1996.

NOTE 8 -  SUBSEQUENT EVENTS

The Company settled on much of its outstanding debt in the month of September,
1996.  The Company issued an additional 51,660,000 shares of its common stock
as settlement of these debts.  On August 27, 1996 the outstanding preferred
stock of the Company, 39,473 shares, was canceled in conjunction with a
Settlement and Release.  The preferred shares and a release of debt were
transferred to the Company in exchange for 2,000,000 common shares of the
Company.
<PAGE>
<PAGE> 11

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

General
-------
OVERVIEW

     Since discontinuing operations in 1993, the Company has had no
operations. The Company was organized for the purpose of mining and mineral
extraction and oil and gas exploration, development and production activities,
however, the Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to cover
operating costs and to allow it to continue as a going concern.  The Company
intends to take advantage of any reasonable business proposal presented which
management believes will provide the Company and its stockholders with a
viable business opportunity.  The board of directors will make the final
approval in determining whether to complete any acquisition, and unless
required by applicable law, the articles of incorporation or bylaws or by
contract, stockholders' approval will not be sought.

     The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others.  If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reach for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in the loss to the Company of all related costs incurred.

     Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect. 
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition.  Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the issuance of stock to acquire such an
opportunity.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1995, the Company had no assets and current liabilities of
$919,904, for a working capital deficit of $919,904. For the three months
ended June 30, 1996, the Company's loss from discontinued operations was
$27,240.  From inception (April 15, 1969) through June 30, 1996, the Company
has an accumulated loss of $5,841,198. Since discontinuing operations the
Company has not generated revenue and it is unlikely that any revenue will be
generated until the Company locates a business opportunity with which to
acquire or merge. Management of the Company will be investigating various
business opportunities.  These efforts may cost the Company not only out of
pocket expenses for its management but also expenses associated with legal and
accounting cost.


<PAGE> 12

     The Company has had no employees since discontinuing operations and does
not intend to employ anyone in the future, unless its present business
operations were to change.  The president of the Company is providing the
Company with a location for its offices on a "rent free basis."  The Company
is not paying salaries or other form of compensation to any officers or
directors of the Company for their time and effort. Unless otherwise agreed to
by the Company, the Company does intend to reimburse its officers and
directors for out of pocket cost.  

RESULTS OF OPERATIONS

     The Company has not had any operations during the quarter ended June 30,
1995, and has not had any operations since discontinuing operations in 1993.
Since that time, the Company's only operations to date have involved the
negotiation of settlements of the Company's outstanding liabilities. 

     Management anticipates that the Company will incur more cost including
legal and accounting fees to locate and complete a merger or acquisition.  At
the present time the Company does not have the assets to meet these financial
requirements.

     If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition.  Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders as it has only limited capital and no operations.


                   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.


<PAGE> 13

            ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)     Exhibits.
        ---------

        Exhibit 27, Financial Data Schedule

No exhibits are included as they are either not required or not applicable.
     
(b)     Reports on Form 8-K.
        --------------------

  None.


                            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 hereunto duly authorized.

                                      MOUNTAIN STATES RESOURCES CORPORATION
                                      [Registrant]

Dated: November 20, 1996              By/S/Kip Eardley, President and 
                                      Principal Financial Officer