<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:    December 31, 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 [X] No [ ] (2) Yes [X] 
No [ ]  

     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 
February 20, 1997


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
<PAGE> 3
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>               
ASSETS
                                       December 31,                    
                                           1996              March 31,
                                        (Unaudited)            1996
                                        -----------         -----------
<S>                                   <C>                 <C>
CURRENT ASSETS:
  Cash                                  $      -            $        11
                                        -----------         -----------
     Total current assets                      -                     11
                                        -----------         -----------
     TOTAL ASSETS                       $      -            $        11 
                                        ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)     
                                       December 31,        
                                           1996              March 31,
                                        (Unaudited)            1996
                                        -----------         -----------
<S>                                   <C>                 <C>
CURRENT LIABILITIES:
  Accounts payable - trade              $      -                 34,850
  Related party payable (Note 5)               -                 11,461
  Accrued expenses                             -                368,850
  Interest payable (Note 3)                  32,291             178,595
  Current portion long-term liabilities      42,893             298,919
                                        -----------           ---------
     Total Current Liabilities               75,184             892,675
                                        -----------           ---------
LONG-TERM LIABILITIES (Note 2)                 -                   -   
                                        -----------           ---------
       Total Liabilities                     75,184             892,675
                                        -----------           ---------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock; authorized 10,000,000
   shares at $2 par value; -0- and      
   39,473 shares issued and outstanding,
   respectively                                -                 78,946
  Common stock; authorized 50,000,000
   common shares at $0.10 par value;
   959,009 and 422,409 shares issued and 
   outstanding, respectively                 95,901              42,241
  Additional paid-in capital              5,600,652           4,801,107
  Accumulated deficit                    (5,753,737)         (5,813,958)
  Cost of 10,000 shares of common stock
   held by the Company                       (1,000)             (1,000)
  Less subscription receivable (Note 7)     (17,000)               -
                                        -----------          ----------
  Total Stockholders' Equity (Deficit)      (75,184)           (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
                         For the Three                  For the 
Nine            on April 15, 
                         Months Ended                   Months 
Ended            1969 through  
                         December 31,                   December 
31,            December 31,
                       ------------------          --------------------      
--------------------
                       1996          1995            1996            
1995               1996 
                    ----------    ----------      ----------      
----------         ----------
<S>                 <C>           <C>             <C>             
<C>                <C>

REVENUE              $     -       $     -         $     -         $     
-            $     -  
                     ---------     ---------       ---------       
---------          ---------

OPERATING EXPENSES         -             -               -               
-                  -  
                     ---------     ---------       ---------       
---------          ---------

OPERATING LOSS             -             -               -               
-                  -
                     ---------     ---------       ---------       
---------          ---------

OTHER INCOME
 AND (EXPENSES)

 Loss on discontinued
 operations                -         (30,592)         60,221         
(98,291)        (5,753,737)
                     ---------     ---------       ---------       
---------         ----------

NET INCOME (LOSS)    $     -       $ (30,592)      $  60,221       $ 
(98,291)        (5,753,737)
                     =========     =========       =========       
=========         ==========

GAIN (LOSS)
 PER SHARE           $    0.00     $   (0.00)      $    0.06       $   (0.23)
                     =========     =========       =========       
=========                   

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING            954,733       422,409         954,733         422,409
                     ==========    ==========      ==========      ==========
                                             
               
</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     -         -       390,012       39,001    
4,524,777            -        (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     390,012       39,001    
4,524,777     (5,020,488)     (1,000)

Common stock issued
 for services rendered
 at approximately $0.01 
 per share                -         -         5,000          500        
5,103            -           - 

Net loss for the
 year ended 
 March 31, 1993           -         -           -            -            
-          (83,285)        - 
                      -------   -------  ----------    ---------  
-----------     ----------    --------
Balance,
 March 31, 1993        39,473    78,946     395,012       39,501    
4,529,880     (5,103,773)     (1,000)

Common stock issued
 for debt at $0.10 per
 share                    -         -        22,141        2,214      
219,197            -           - 

Net loss for the
 year ended
 March 31, 1994           -         -           -            -           
-          (603,210)        -
                      -------   -------  ----------    ---------  
-----------     ----------    --------
Balance,
 March 31, 1994        39,473    78,946     417,153       41,715    
4,749,077     (5,706,983)     (1,000)
                      -------   -------  ----------    ---------  
-----------     ----------    --------
Common stock 
 issued for debt at
 $0.10 per share          -         -         5,256          526       
52,030            -           -

Net loss for the
 year ended
 March 31, 1995           -         -           -            -            
-         (113,611)        -
                      -------   -------  ----------    ---------  
-----------     ----------    --------
Balance,
 March 31, 1995        39,473    78,946     422,409       42,241    
4,801,107     (5,820,594)     (1,000)
/TABLE><PAGE
<PAGE> 6

MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
 Statements of Stockholders' Equity (Deficit) (Continued)
<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>        
Net income for the
 year ended
 March 31, 1996           -         -           -            -            
-            6,636         -
                      -------   -------  ----------    ---------  
-----------     ----------    --------
Balance,
 March 31, 1996        39,473    78,946     422,409       42,241    
4,801,107     (5,813,958)     (1,000)

Common stock issued
 in exchange for
 preferred shares at
 approximately $3.95
 per share            (39,473)  (78,943)     20,000        2,000       
76,946            -           -

Common stock issued
 for debt of     
 approximately $17.58
 per share                -         -       516,000       51,660      
722,599            -           -

Net income for the
 nine months ended
 December 31, 1996       -         -           -            -            
-           60,221         -
                      -------   -------  ----------    ---------  
-----------     ----------    --------
Balance,
 December 31, 1996       -     $   -       959,009   $   95,901  $ 
5,600,652    $(5,753,737)   $ (1,000)
                      =======   ======= ===========   ========== 
============    ===========    ========

</TABLE>

PAGE
<PAGE> 7
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
 Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                               
From Inception
                             For the Three                 For the 
Nine         On April 15,
                             Months Ended                  Months 
Ended         1969 Through 
                             December 31,                  December 
31,         December 31,
                           ------------------          --------------------  
--------------------
                             1996         1995          1996          
1995          1996 
                          ----------   ----------    ----------    
----------    ---------
<S>                      <C>          <C>           <C>           
<C>           <C>
CASH FLOWS FROM (USED IN)
 OPERATING ACTIVITIES
 Net income (loss)         $     -     $ (30,592)    $ 60,221     $ 
(98,291)    $ (5,753,737)
 Adjustment to reconcile
  net income to net cash
  provided (used) by   
  operating activities:
  Depreciation                   -            -           -             
-                515
 Expiration of convertible
 debentures                      -            -           -             
-           (111,700)
 Stock issued in settlement
 of debt                         -            -       597,178           
-            597,178
 Increase (decrease) in
 accounts payable                -            -       (34,850)          
-                -  
 Increase (decrease) in
 related party payables          -           582      (11,461)        
7,486              -
 Increase (decrease) in
 interest payable                -        13,986     (146,303)       
47,958           32,294
 Increase (decrease) in
 accrued expenses                -        16,250     (368,850)       
48,750              -  
                         ----------   ----------   ----------    
----------        ---------
   Net cash provided
    (used) by operating
    activities                   -           226       95,935           
(97)      (5,235,450)
                         ----------   ----------   ----------    
----------        ---------
CASH FLOWS FROM (USED IN)
 INVESTING ACTIVITIES
 Purchase of lease and
 equipment                      -             -            -             
-          (212,573)
 Disposal of leases and
 equipment                      -             -            -             
-           212,058 
                          ----------  ----------   ----------    
----------        ---------

     Net cash provided
      (used) by investing
      activities                -             -            -             
-              (515)
                          ----------   ----------  ----------    
----------        ---------
CASH FLOWS FROM 
 FINANCING ACTIVITIES
 Stock subscription             -             -        (17,000)          
-           (17,000)
 Common stock for cash          -             -            -             
-         4,842,346
 New borrowings                 -             -            -             
-           410,619
 Preferred stock for cash       -             -        (78,946)          
-               -   
                          ----------   ----------   ----------   
-----------       ---------
     Net cash provided
      (Used) by financing 
      activities                -             226      (95,946)          
-         5,235,965
                          ----------   ----------   ----------   
-----------       ---------
NET INCREASE (DECREASE) 
 IN CASH                        -             226          (11)          
(97)            -   

CASH AT BEGINNING OF     
 PERIOD                         -           (301)           11             
22            -
                          ----------   ----------   ----------    
-----------      ---------

CASH AT END OF PERIOD     $     -     $      (75)   $      -      $       
(75)     $     -
                          ==========   ==========    ==========     
=========      ========= 

Cash paid during the
 period for:
 Interest                 $      -     $      -      $      -       $       
-      $     -
 Income taxes             $      -     $      -      $      -       $       
-      $     -
                                                                                
         
</TABLE>

<PAGE> 8
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 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 December 31, 
1996 and March 31, 1996.  As of December 31, 1996, the Company has 
approximately $5,750,000 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> 9
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 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:
                                                    December 31,    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

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

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

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

Note payable to Robert Pruitt, Jr., unsecured, dated
 September 1, 1989 at 8% for 120 days after which
 interest is 10%                                           -           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
                                                       --------      --------
                                                         42,893       298,919
     Less current portion                              (42,893)     (298,919)
                                                       --------      --------
     Long-Term Liabilities                            $    -        $    -
                                                       ========      ========







<PAGE> 10
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 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.
                                                   December 31,    March 31,
                                                        1996          1996
                                                   ------------    ---------
Note payable to Margaret Bullick of $1,700, at
 17% interest                                         $    -       $   2,953

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

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

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

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

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

Default judgement payable to Copely Real  Estate
 Advisors of $42,893, at 12% interest                    32,291       27,975
                                                      ---------     --------
     Total Interest Payable                          $  32,291     $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).

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
<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 December 31, 1996, the Company had no assets and current 
liabilities of $75,184, for a working capital deficit of $75,184. For the nine 
months ended December 31, 1996, the Company's experienced a gain of $60,221 
from discontinued operations due to settlement of outstanding obligations for 
below booked cost. From inception (April 15, 1969) through December 31, 1996, 
the Company has an accumulated loss of $5,753,737. 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 did not have any operations during the quarter ended December 
31, 1996, 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. 


     During the nine month period ended December 31, 1996, the Company settled 
on much of its outstanding debt.  The Company issued an additional 51,660,000 
shares of its common stock as settlement of these debts.  In August 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.

     In addition to the above mentioned items, the Company entered into an 
agreement for future legal and accounting costs, as well as the settlement and 
release of debt to a shareholder.  Under this agreement, the Company issued 
480,000 shares of $0.10 per share for amounts valued at $48,000.

     On September 20, 1996, the Board of Directors approved a 100-for-1 
reverse stock split.  The reverse stock split has been reflected in these 
financial statements on a retroactive basis.

     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.

<PAGE> 13
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


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

        Exhibit 27, Financial Data Schedule

     
(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: February 20, 1997              By/S/Kip Eardley, President and 
                                      Principal Financial Officer