SECURITIES  AND  EXCHANGE  COMMISSION
                          WASHINGTON,  D.C.      20549

                                  FORM  10-KSB
(Mark  One)

  [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  [NO  FEE  REQUIRED]
For  the  fiscal  year  ended  March  31,  1997
                               ----------------

  [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  [NO  FEE  REQUIRED]
For  the  transition  period  from  to

Commission  File  No.  0-9458
                       ------


                        Eagle  Exploration  Company
                        ---------------------------
          (Name  of  small  business  issuer  in  its  charter)
           Colorado                                                 84-0804143
                                                                    ----------
(State  or  other  jurisdiction  of                (I.R.S. Employer ID Number)
incorporation  or  organization)

              1801  Broadway,  Suite  700,  Denver,  Colorado,  80202
              -------------------------------------------------------
           (Address  and  zip  code  of  principal  executive  offices)
Registrant's  telephone  number,  including  area  code:    (303)  296-3677
                                                            ---------------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:    None
Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

                          Common  Stock,  No  Par  Value
                          ------------------------------
                               (Title  of  Class)

   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.
      Yes        X                                                    No
             -----

     Check  if there is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  contained  in  this  form, and no disclosure will be
contained,  to  the  best  of  Registrant's  knowledge, in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB  or  any  amendment  to  this  Form  10-KSB  [X]

     State  Registrant's  revenues  for  its most recent fiscal year.  $76,367
                                                                       -------

     At  June  26,  1997, 3,072,836 shares of common stock, no par value, (the
Registrant's  only  class  of  voting  stock) were outstanding.  The aggregate
market  value  of  the  1,554,714  common  shares  of  Registrant  held  by
nonaffiliates  was  approximately $291,509 at June 26, 1997, based on the mean
between the bid and asked prices on the OTC Bulletin Board.  See Item 5 herein
for  additional  information  in  this  regard.

      This report consists of 27 pages.  The exhibit index appears on page 12.

                              PART  I


Item  1.  Description  of  Business.
------------------------------------


Nature  of  Business  and  Management's  Plan
---------------------------------------------

       Eagle  Exploration Company's primary operations previously included the
purchase and development of residential real estate.  The Company's operations
also  previously  included  engaging in oil and gas exploration and production
activities,  acquiring  whole  or partial interests in oil and gas leases, and
farming  out or reselling all or part of its interest in these leases to other
companies  in  the  oil  and gas industry.  The Company sold all land held for
development  during the year ended March 31, 1995.  Currently, the Company has
no  plans  to  acquire  additional  land  for  development  and  sale  but  is
investigating various potential acquisitions and other business opportunities.

1997  Activities
----------------

      Eagle's Landing, LLC, is a limited liability company organized under the
laws  of  the  State  of  Colorado on or about May 25, 1994, (the "LLC").  The
purpose  of  the LLC was to develop, lease and sell an apartment house project
located  in  Jefferson  County,  Colorado.
      As  discussed  in the Company's previous reports, the Company acquired a
40  percent  membership  interest in the LLC, which is the owner of a 176 unit
apartment  complex.    On  December 12, 1995, the LLC held its annual meeting.
Among  other  resolutions  the  members  of  the  LLC unanimously approved non
recourse  permanent  financing  for the apartment complex in the amount of $11
million  subject  to  certain  covenants by the developer.  In January of 1996
permanent financing for the project was closed.  The $9.2 million construction
loan,  approximately $825,000 of cost overruns, and closing costs were paid by
the  title  company  from  the  permanent  loan  proceeds.

      The developer who assigned the interest in the LLC to the Company on May
26, 1995, challenged the Company's 40 percent ownership.  On January 25, 1996,
the  Company  was  served with a summons and complaint by the developer of the
project.  He filed this action to obtain a declaration from the court that the
transaction  between  the  parties  was in substance, a real estate loan.  The
complaint alleged that the assignment was intended to secure the payment of an
obligation  affecting  an  interest  in  real  property,  and  as a result the
assignment  did  not  constitute a conveyance and subsequently the Company was
not  entitled  to  possession  of the property without instituting foreclosure
proceedings.   The Company and its legal counsel believed it was unlikely that
the  courts would rule in favor of the developer's claim.  However, management
attempted  to  settle  the  matter.

        Out  of court settlement negotiations were unsuccessful and management
instructed  the  Company's legal counsel to proceed in defending the Company's
ownership in the LLC.  Subsequent to the fiscal year ended March 31, 1996, the
Company  through its counsel motioned the court for summary judgment.  Shortly
after the plaintiff's receipt of this motion, the Company was contacted by the
plaintiff  requesting  that  the  lawsuit  be  dismissed.  The Company's legal
counsel  prepared  a  Notice and Stipulation of Dismissal with Prejudice, with
the  parties  stipulating  that  the  Company  is the owner and holder of a 40
percent  membership  interest  in the LLC effective May 26, 1995.  On June 24,
1996,  the Company received from the LLC approximately $320,000.  This payment
was  to  represent  the  Company's  share  of loan proceeds resulting from the
difference  between  the  construction  loan  and  the  permanent  financing.
Disputes  between  the  Company and the manager have continued during the past
fiscal  year.

      During  fiscal 1997, the Company brought suit against the manager of the
LLC  alleging breach of the operating agreement, breach of contract, breach of
fiduciary  duty,  conversion  and  gross negligence.  In summary the complaint
alleges  that the manager has failed to provide adequate financial information
to  the  members, has failed to accept bona-fide offers to sell the project as
was  originally  contemplated,  has made improper distributions to himself and
related  entities,  and  has  engaged in self-dealing.  It is anticipated that
this  dispute  and resultant litigation will continue to require virtually all
of  management's  time  and  that  the  Company's  ability  to  acquire  other
opportunities  or  merge with another company will be materially and adversely
impaired  pending  resolution  of  the  litigation.

       Due to the litigation, satisfactory financial information was not given
to  the  Company.    Therefore, this report has not incorporated the financial
information  concerning  the Company's ownership in the LLC.  If the necessary
audited financial information concerning the LLC is obtained, the Company will
file  an  amended  report  on  Form  10-KSB/A.

Employees
---------

       At June 26, 1997, the Company had two full-time employees.  The Company
has  and  may  retain  independent  consultants from time to time on a limited
basis.


Item  2.    Properties.
-----------------------

       The Company's assets consist of a 40 percent interest in the LLC, cash,
office  furniture  and  equipment,  and  very  minor  interests in oil and gas
properties  including  one  lease  operated  by  the  Company.


Item  3.    Legal  Proceedings.
-------------------------------

      See  Item  1.  "1997  Activities"  immediately  above.


Item  4.    Submission  of  Matters  to  a  Vote  of  Security  Holders.
------------------------------------------------------------------------

      No  matter  was  submitted during the fourth quarter of fiscal 1997 to a
vote  of  the  Company's  security  holders.

<PAGE>
                              PART  II


Item  5.    Market  for  Registrant's  Common  Equity  and Related Stockholder
------------------------------------------------------------------------------
Matters.
--------


      The  table  below  presents the range of high and low bid quotations for
the  Company's common stock on a calendar quarter basis as reported in the OTC
Bulletin  Board.  The Company's trading symbol is EGXP.  There is little or no
trading  in  the  Company's common stock, hence the quotations set forth below
may not represent actual transactions and do not represent transactions in any
material  number  of  the  Company's  shares.

<TABLE>
<CAPTION>
                                            Bid
                                         ---------
                                    High            Low
                                    ----            ---
<S>                                <C>             <C>
1995
----
2nd  Quarter                         $.30          $.22
3rd  Quarter                         $.50        $.3125
4th  Quarter                         $.50        $.3125

1996
----
1st  Quarter                         $.50        $.3125
2nd  Quarter                         $.30          $.22
3rd  Quarter                       $.2825        $.1575
4th  Quarter                         $.25         $.125

1997
----
1st  Quarter                         $.25         $.125
</TABLE>


     As  of June 26, 1997, the Company had approximately 555 holders of record
of  its  common  stock.

     Holders  of common stock are entitled to receive such dividends as may be
declared  by  the  Company's  Board  of Directors.  No dividends on its common
stock have been paid by the Company, nor does the Company anticipate that such
dividends  will  be  paid  in  the  foreseeable  future.



<PAGE>
Item  6.    Management's  Discussion  and  Analysis of Financial Condition and
------------------------------------------------------------------------------
Results  of  Operations.
------------------------



Financial  Condition,  Liquidity  and  Capital  Resources
---------------------------------------------------------

      Cash,  temporary  cash  investments and certificates of deposit at March
31,  1997  were $704,055 as compared to $41,387 for the period ended March 31,
1996, an increase of approximately 94 percent or $662,668.  This was primarily
due  to  the  collection  of  a  note  receivable  of $500,000 and a return of
$320,539  of  the Company's initial investment in a limited liability company,
Eagle's  Landing,  LLC.   The Company's reduction of its initial investment in
the  LLC  occurred  through  the  disbursement of permanent loan proceeds that
exceeded  construction  and  loan  closing  costs.


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


Fiscal  1997  Compared  with  Fiscal  1996
------------------------------------------

       Total  revenues  for  the  year  ended  March 31, 1997, were $76,367 as
compared  to  $137,165  for the prior fiscal period because the Company earned
less interest income on its cash and cash equivalent investments.  The Company
reported  a  net  loss  of  $251,767 for the year ended March 31, 1997, and as
compared  to  a  net  loss  of  $884,160 for the year ended March 31, 1996, as
reported  in  the  10-KSB/A.   Although operating expenses were about the same
during  the  two  fiscal  years,  the  Company  wrote off a note receivable of
$600,000  during  fiscal  1996.

      The  Company's  net  loss  for  fiscal 1997 reflects its share of losses
incurred  by  the  LLC  (see  Item  3.  above)  of approximately $106,000.  As
discussed  above,  audited financial statements for the LLC are not available,
hence  its  loss  could be greater, thereby increasing the Company's operating
loss  for  fiscal  1997.

      It  must be noted in this regard that the Company's independent auditors
are  unable  to  express  an opinion on the Company's financial statements for
fiscal  1997.  See "Auditors' Report" in the Financial Statements under Item 7
below.

Item  7.    Financial  Statements.
----------------------------------

       See  pages  F-1  through  F-12.


Item  8.    Changes  in  and  Disagreements with Accountants on Accounting and
------------------------------------------------------------------------------
Financial  Disclosure.
----------------------

      The  disclosure  requirements  of  Item  304  of  Regulation  SB are not
applicable.

                          PART  III


Item  9.    Directors,  Executive  Officers,  Promoters  and  Control Persons;
------------------------------------------------------------------------------
Compliance  with  Section  16(a)  of  the  Exchange  Act.
---------------------------------------------------------

     The  following  are  the directors and executive officers of the Company.

<TABLE>
<CAPTION>
                          Raymond  N.    Paul  M.      M.  D.
                          Joeckel(1)    Joeckel(1)     Young
                          ----------    ----------     -----
<S>                          <C>             <C>         <C>
Director  Since           October,        October,    February,
                            1979           1979        1990

Position(s)  with         President &   Secretary  &    Director
the  Company              Director        Director

Age                           71            45             71
</TABLE>


(1)      Messrs.  Raymond  N.  Joeckel and Paul M. Joeckel, the Company's only
executive  officers,  have  served  as  the Company's President and Secretary,
respectively,  since  December,  1979.   The executive officers of the Company
hold  office  until  their  death,  resignation,  or  removal  by the Board of
Directors.    There is no arrangement or understanding between any director or
officer  or  any  other person or persons pursuant to which he was or is to be
selected  as  a director or an officer.  Paul M. Joeckel is the son of Raymond
N.  Joeckel.

        Raymond  N.  Joeckel  attended  Los  Angeles  City  College  and  the
University  of  Southern California in programs which did not lead to degrees.
He  received  an  LL.B.  degree  from  Southwestern  University,  Los Angeles,
California in 1950.  Mr. Joeckel joined Shell Oil Company as a landman in 1950
and became Land Manager for the Rocky Mountain region for Shell Oil Company in
1962.    He  remained  in  that position until 1969 at which time he became an
independent  oil  and  gas  operator  dealing primarily in oil and gas leases.

        Paul  M.  Joeckel  received  a  B.A. degree in Economics from Colorado
State  University  in  1976.    During  1976  and  until 1977, Mr. Joeckel was
self-employed  as  an  independent landman.  From June, 1977 until joining the
Company  on  a  full-time  basis in January, 1980, he was employed as a senior
landman  by  Diamond  Shamrock  Corporation.

      M. D. Young received a B.A. degree in Geology from Vanderbilt University
in  1951 at Nashville, Tennessee.  From 1952 to 1960 Mr. Young worked for Gulf
Oil  Corporation  as an Area Geologist.  Subsequently he has been a consultant
to  various  companies  in  the  industry.   Mr. Young has also been a working
interest  owner  in many wildcat wells in the Rocky Mountains.  Mr. Young is a
member  of  the  American  Association  of  Petroleum  Geologists.

       No  director  serves as a member of the Board of Directors of any other
company  with  a  class  of  equity securities registered under the Securities
Exchange  Act of 1934 or any company registered as an investment company under
the  Investment  Company  Act  of  1940.    See Item 11. for information as to
compliance  with  Section  16(a)  of  the  Exchange  Act.

Item  10.    Executive  Compensation.
-------------------------------------

      The  following information shows the compensation of the named executive
officers  for  each  of  the  Company's  last  two  fiscal  years.


                             SUMMARY  COMPENSATION  TABLE

<TABLE>
<CAPTION>  
                                               Long  Term  Compensation
                                       -----------------------------------
                        Annual  Compensation
                ----------------------------------------------------------

Name                          Other                                        All
and                           Annual          Restricted                  Other
Principal                    Compen-           Stock     Options/   LTIP Compen-
Position    Year Salary Bonus sation*          Awards      SARs   Payouts sation
<S>         <C>   <C>     <C>   <C>            <C>        <C>       <C>     <C>
Raymond N.  1997  N/A    N/A  $1,983            N/A        N/A       N/A    N/A
Joeckel     1996  N/A    N/A  $2,115            N/A        N/A       N/A    N/A
 President

Paul M.     1997 $75,000 N/A  $4,220            N/A        N/A       N/A    N/A
Joeckel     1996 $75,000 N/A  $3,590            N/A        N/A       N/A    N/A
Secretary
</TABLE>

      *  Other annual compensation does not include the amount attributable to
Company  cars  that  the  officers  are  allowed  to  use.

     It  is anticipated that salary payments to officers by the Company during
the next fiscal year for services in all capacities will not exceed the amount
set  forth  above.

     There  are  no  stock  and/or other compensatory plans or arrangements by
which  the  Company compensates its directors for services as directors, other
than  a  director's  fee  of  $100  per  meeting  of  directors.

     The Company provides medical insurance for all of its full-time employees
and  executive  officers.



Item  11.    Security  Ownership  of Certain Beneficial Owners and Management.
------------------------------------------------------------------------------

     The  following  table  sets  forth  information,  as  of  June  26, 1997,
regarding  the common stock ownership of those persons known by the Company to
be  the  beneficial  owner of more than 5% of its common stock, its directors,
and  its  officers  and directors as a group.  All of stock listed below is no
par  value  common  stock.

<TABLE>
<CAPTION>

Name  &  Address  of                    Amount  and Nature of       Percent of
Beneficial  Owner                    Beneficial  Ownership             Class
-----------------                    ---------------------           -------
<S>                                          <C>                           <C>

Paul  M.  Joeckel  (1)                      171,141  shares              5.57%
4437  Christensen  Circle                   Direct
Littleton,  CO  80123

M.  D.  Young                                  500 shares                  -0-
800  Pearl  Street,  #406                    Direct
Denver,  CO  80203

Paul  M.  Joeckel,  Trustee                1,346,481  shares            43.83%
Joeckel  Family  Trust                      Direct
1801  Broadway,  Suite  700
Denver,  CO  80202

Norman  K.  Brown                            299,641 shares              9.75%
801  Broadway,  Suite  808                   Direct
Seattle,  WA  98122

All  officers  and                          1,518,122 shares            49.40%
directors  as  a  group                      Direct
</TABLE>


(1)     Does not include 21,000 shares owned by Mr. Joeckel's wife of which he
disclaims  beneficial  ownership.

      The  Company  knows  of no arrangements which could at a subsequent date
result  in  a  change  in  control  of  the  Company.

      Section  16(a)  of  the  Securities  Exchange Act of 1934 (the "Exchange
Act")  requires  the Company's directors and officers and persons who own more
than  ten  percent  of  the  Company's  equity  securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the  "SEC").    Directors, officers and greater than ten-percent shareholders
are  required  by the SEC regulation to furnish the Company with copies of all
Section  16(a)  reports  filed.

     Based  solely on its review of the copies of the reports it received from
persons  required  to  file, the Company believes that during the period ended
March  31, 1997, all filing requirements applicable to its officers, directors
and  greater  than  ten-percent  shareholders  were  complied  with.


Item  12.    Certain  Relationships  and  Related  Transactions.
----------------------------------------------------------------

     There  were  no  transactions  during  this  fiscal  year  required to be
reported  hereunder.


                                PART  IV

Item  13.    Exhibits,  Financial Statement Schedules and Reports on Form 8-K.
------------------------------------------------------------------------------

     (a)  (1)  and  (2)    Financial  Statements  and  Schedules:
                           --------------------------------------

     See  "Index  to  Consolidated  Financial  Statements"  on  page  F-1.
<TABLE>
<CAPTION>

Item  No.
Per  S-K      Document  as  Form  10-KSB  Exhibit                    Reference
--------      -----------------------------------                    ---------
<S>                         <C>                                        <C>
(2)                Plan  of  purchase,  sale,  reorganization           -None-
            arrangement,  liquidation  or  succession

(3)                Articles  of  Incorporation  and  By-Laws                 *

(4)                Instruments  defining  the  rights  of               -None-
            security  holders,  including  indentures

(5)                Opinion  re:  legality                               -None-

(7)                Opinion  re:  liquidation  preference                -None-

(8)                Opinion  re:  tax  matters                           -None-

(9)                Voting  trust  agreement                             -None-

(10)              Material  contracts
           Agreement  -  Meadows  at  Westwoods                            *
           Operating  Agreement  -  Meadows  at  Westwoods                 *
           Promissory  Note  -  Meadows  at  Westwoods                    ***
           Assignment  of  Membership  Interest  -  Eagle's
            Landing,  LLC
           Operating  Agreement  -  Eagle's  Landing,  LLC               ****

(11)              Statement  re:    computation  of  per                   * *
            share  earnings

(12)              Statement  re:    computation  of  ratios             -None-

(13)              Annual  report  to  security  holders,  Form          -None-
           10-Q  or  quarterly  report  to  security
            holders

(14)              Material  Foreign  Patents                            -None-

(15)              Letter  re:    unaudited  interim  financial          -None-
             statements

(16)            Letter  re:    change  in  certifying                   -None-
           accountants

(17)            Letter  re:    director's  resignations                 -None-
(18)            Letter  re:    change  in  accounting                   -None-
           principles
(19)            Previously  unfiled  documents                          -None-

(20)            Reports  to  securities  holder                         -None-

(21)            Other  documents  or  statements                        -None-
           to  security  holder

(22)            Subsidiaries  of  the  Registrant                            *

(23)            Published  report  regarding  matters                   -None-
            submitted  to  vote  of  security  holders

(24)            Consents  of  experts  and  counsel                     -None-

(25)            Power  of  attorney                                     -None-

(26)            Statement  of  eligibility  of  trustee                 -None-

(27)            Financial  data  schedule                                 -99-

(28)            Information  from  reports  furnished                   -None-
           to  state  insurance  regulatory
           authorities


*          Previously  filed documents incorporated herein by reference to the
Company's Registration Statement on Form S-1 (No. 2-67971) effective September
14,  1980,  and  the  Company's Reports on Form 10-K for the fiscal year ended
March  31,  1994,  and  previous  years.

**        Not  required,  since  information  is  ascertainable from the basic
consolidated  financial  statements.

***       Filed with the Company's Annual Report on Form 10-KSB for the fiscal
year  ended  March  31,  1995.

****      Filed with the Company's Annual Report on Form 10-KSB for the fiscal
year  ended  March  31,  1996.


                              SIGNATURES


     In  accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  Registrant  caused  this  report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.


                                   EAGLE  EXPLORATION  COMPANY





                                   By    /s/  Raymond  N.  Joeckel
                                     -----------------------------
                                       Raymond  N.  Joeckel
                                       President

Date:    June  26,  1997



     In  accordance  with the Securities Exchange Act of 1934, this report has
been  signed below by the following persons on behalf of the Registrant and in
the  capacities  and  on  the  dates  indicated.


Date
----

June  26,  1997                                         /s/ Raymond N. Joeckel
                                        Raymond  N.  Joeckel
                                        Principal  Executive,
                                         Accounting  and  Financial
                                         Officer  and  a  director





June  26,  1997                                      /s/  Paul  M.  Joeckel
                                Paul  M.  Joeckel
                                Secretary  and  a  director



June  26,  1997                                        /s/  M.D.  Young
                                 M.  D.  Young
                                 A  director





                           EAGLE EXPLORATION COMPANY

                           FINANCIAL STATEMENTS AND
                         INDEPENDENT AUDITORS' REPORT
                                MARCH 31, 1997







                  EAGLE EXPLORATION COMPANY AND SUBSIDIARIES


                               TABLE OF CONTENTS
                               -----------------

                                                                          Page
                                                                          ----

Independent  Auditors'  Report                                           F - 2

Consolidated  Financial  Statements

    Consolidated  Balance  Sheet  as  of  March  31,  1997               F - 4

    Consolidated  Statements  of  Operations  for  the  Years
     Ended  March  31,  1997  and  1996                                  F - 5

    Consolidated  Statement  of  Stockholders'  Equity  for
     the  Years  Ended  March  31,  1997  and  1996                      F - 6

    Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
     March  31,  1997  and  1996                                         F - 7

    Notes  to  Consolidated  Financial  Statements                       F - 8



                                     F - 1







                         INDEPENDENT AUDITORS' REPORT





To  the  Board  of  Directors  and  Stockholders
Eagle  Exploration  Company
Denver,  Colorado


We  were  engaged to audit the accompanying balance sheet of Eagle Exploration
Company  and  Subsidiaries  as of March 31, 1997 and the related statements of
operations,  stockholders'  equity  and  cash  flows  for the year then ended.
These  consolidated  financial  statements  are  the  responsibility  of  the
Company's  management.

We  are unable to obtain audited financial statements supporting the Company's
investment  in  a  limited liability company (LLC) stated at $119,420 at March
31,  1997 or its equity in earnings or losses of the LLC, as described in Note
4  to  the  consolidated  financial  statements;  nor  were we able to satisfy
ourselves  as to the carrying value of the investment in the LLC or the equity
in  its  earnings  or  losses  by  other  auditing  procedures.

Since  the  Company  has not received audited financial statements for the LLC
and  we  were not able to apply other auditing procedures to satisfy ourselves
as  to  the carrying value of the investment or the results of its operations,
the  scope  of  our work was not sufficient to enable us to express, and we do
not  express,  an  opinion  on  these  consolidated  financial  statements.





                                       /s/ Ehrhardt Keefe Steiner & Hottman PC
                                           Ehrhardt Keefe Steiner & Hottman PC
May  28,  1997
Denver,  Colorado




                                     F-2



                         INDEPENDENT AUDITORS' REPORT





To  the  Board  of  Directors  and  Stockholders
Eagle  Exploration  Company
Denver,  Colorado


We  have  audited  the  accompanying  consolidated  statements  of operations,
stockholders'  equity,  and  cash  flows  of  Eagle  Exploration  Company  and
Subsidiaries  for the year ended March 31, 1996.  These consolidated financial
statements  are  the  responsibility  of  the  Company's  management.    Our
responsibility  is  to  express  an  opinion  on  these consolidated financial
statements  based  on  our  audit.

We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.    Those  standards  require  that we plan and perform the audit to
obtain  reasonable  assurance  about  whether  the  consolidated  financial
statements  are  free of material misstatements.  An audit includes examining,
on  a  test  basis,  evidence  supporting  the  amounts and disclosures in the
consolidated  financial  statements.    An  audit  also includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as evaluating the overall consolidated financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis for our opinion.

In our opinion the consolidated financial statements referred to above present
fairly,  in  all material respects, the consolidated results of operations and
cash  flows  of  Eagle Exploration Company and subsidiaries for the year ended
March  31,  1996, in conformity with generally accepted accounting principles.



                               /s/Ehrhardt  Keefe  Steiner  &  Hottman  PC
                                 Ehrhardt  Keefe  Steiner  &  Hottman  PC

May  16,  1996
Denver,  Colorado

                                F - 3


                  EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                                MARCH 31, 1997


                                    ASSETS
Current  assets


</TABLE>
<TABLE>
<CAPTION>

<S>                                        <C>
 Cash and cash equivalents                 $510,055
 Certificates of deposit                    194,000
 Other receivables                            4,938
                                           --------
    Total current assets                    708,993
                                           --------

Office furniture, equipment and other,
 net of $222,096 of accumulated              33,378
 depreciation

Other assets
 Investment in limited liability company    119,420
  (Notes 4 and 5)
 Other                                       26,638
                                           --------
    Total other assets                      146,058
                                           --------

Total assets                               $888,429
                                           ========
</TABLE>




                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current  liabilities

<TABLE>
<CAPTION>

<S>                                       <C>
 Accounts payable                         $    18,648 
 Deposits, deferred revenue and other           9,318 
                                          ------------
    Total current liabilities                  27,966 
                                          ------------

Commitments and contingencies (Notes 2
  and 4)

Stockholders' equity
 Common stock, no par value; authorized
  10,000,000 shares; 3,072,836 shares       6,632,998 
  issued and outstanding
 Accumulated deficit                       (5,772,535)
                                          ------------
                                              860,463 
                                          ------------

Total liabilities and stockholders'       $   888,429 
                                          ============
 equity



                    See notes to consolidated financial statements.
                                    F - 4


                        EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS





</TABLE>
<TABLE>
<CAPTION>

                                                For the Year Ended
                                                     March 31,
                                               --------------------       
                                                1997             1996
                                        --------------------  -----------
<S>                                     <C>                   <C>
Revenues (Note 3)
 Interest income                        $            39,039   $   97,470 
 Other income                                        37,328       39,695 
                                        --------------------  -----------
                                                     76,367      137,165 
                                        --------------------  -----------
Expenses
 Equity in loss on investment in LLC                106,743      179,585 
  (Notes 4 and 5)
 Depreciation                                        12,775       18,329 
 Write-off of note receivable (Note 2)                    -      600,000 
 Other operating expenses                           208,616      223,411 
                                        --------------------  -----------
                                                    328,134    1,021,325 
                                        --------------------  -----------
   Loss before income taxes                        (251,767)    (884,160)
Provision for income taxes (Note 3)                       -            - 
                                        --------------------  -----------

Net loss                                $          (251,767)  $ (884,160)
                                        ====================  ===========

Net loss per share                              $     (.08)  $     (.29)
                                        ====================  ===========

Weighted average number of shares                3,072,836    3,072,836 
                                        ====================  ===========
 outstanding


                    See notes to consolidated financial statements.
                                      F - 5



                      EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE YEARS ENDED MARCH 31, 1997 AND 1996





</TABLE>
<TABLE>
<CAPTION>

                              Common Stock                            Total
                          ----------------------   Accumulated     Stockholders'
                           Shares        Amount      Deficit          Equity
                       ------------  ------------  ---------------  -----------

<S>                          <C>           <C>           <C>              <C>
Balances - March 31, 
 1995                   3,072,836  $  6,632,998  $   (4,636,608)    $1,996,390 

Net (loss) for the year      -             -           (884,160)      (884,160)
                     ------------  ------------  ---------------  -----------

Balance - March 31,
 1996                   3,072,836     6,632,998      (5,520,768)     1,112,230 

Net (loss) for the year       -             -          (251,767)      (251,767)
                     ------------  ------------  ---------------  -----------

Balance - March 31,
 1997                   3,072,836  $  6,632,998  $   (5,772,535)    $  860,463 
                     ============  ============  ===============  ===========
</TABLE>


                           See notes to consolidated financial statements.

                                            F - 6



                  EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>

                                                    For the Year Ended
                                                          March 31,
                                                   --------------------       
                                                    1997             1996
                                             --------------------  -----------
<S>                                         <C>                   <C>
Cash flows from operating activities
 Net loss                                   $          (251,767)  $ (884,160)
                                            --------------------  -----------
 Adjustments to reconcile net loss to net
  cash used by operating activities -
   Equity in loss on investment in LLC                  106,743      179,585 
   Depreciation                                          12,775       18,329 
   Write-off of note receivable                               -      600,000 
   Change in assets and liabilities -
     Receivables                                         (1,116)        (366)
     Other assets                                        (3,251)           - 
     Accounts payable                                   (18,603)      28,514 
     Deposits, deferred  revenue and                       (943)      (4,661)
                                            --------------------  -----------
      other
                                                         95,605      821,401 
                                            --------------------  -----------
        Net cash used by operating                     (156,162)     (62,759)
                                            --------------------  -----------
          activities

Cash flows from investing activities
  (Purchase) redemption of certificates                (194,000)   1,018,913 
    of deposit
  Purchases of office furniture and
   equipment                                             (1,709)      (4,534)
  Payments (advances) on notes receivable               500,000     (600,000)
  Investment in limited liability company                     -     (726,287)
  Distribution from LLC                                 320,539            - 
                                            --------------------  -----------
        Net cash used by investing
          activities                                    624,830     (311,908)
                                            --------------------  -----------

Net (increase) decrease in cash and cash
 equivalents                                            468,668     (374,667)

Cash and cash equivalents, beginning of
 year                                                    41,387      416,054 
                                            --------------------  -----------

Cash and cash equivalents, end of year      $           510,055   $   41,387 
                                            ====================  ===========
</TABLE>


                       See notes to consolidated financial statements.

                                     F - 7

                  



                  EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  NATURE  OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------------------


Nature  of  Business  and  Management's  Plans
----------------------------------------------

Eagle  Exploration Company's primary operations have included the purchase and
development of residential real estate and engaging in oil and gas exploration
and production activities, acquiring whole or partial interests in oil and gas
leases,  and  farming  out  or  reselling all or part of its interest in these
leases to other companies in the oil and gas industry.  Currently, the Company
has  no  plans  to acquire additional land for development and sale nor has it
identified  oil  and  gas  investment  opportunities.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial  statements  include  the  accounts  of  Eagle
Exploration  Company  and  its  wholly  owned  subsidiaries  (hereinafter  the
Company)  after  elimination  of  all  significant  intercompany  accounts and
transactions.   The following is a listing of the wholly owned subsidiaries of
Eagle  Exploration  Company, Colorado Eagle Exploration Company, Emsen Energy,
Inc.,  Eagle  Development  Company  and  Overland  Energy,  Inc.

Use  of  Estimates
------------------

The  preparation  of  consolidated  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
consolidated  financial  statements  and  the reported amounts of revenues and
expenses  during the reporting period.  Actual results could differ from those
estimates.

Fair  Value  of  Financial  Instruments
---------------------------------------

The  carrying  amounts  of  financial  instruments  including  cash  and  cash
equivalents,  certificates  of  deposit,  receivables  and  accounts  payable
approximated  fair  value as of March 31, 1997 because of the relatively short
maturity  of  these  instruments.

Cash  and  Cash  Equivalents
----------------------------

The Company considers all highly liquid investments purchased with an original
maturity  of  three  months  or  less  to  be cash equivalents.  The effect of
exchange  rate  changes  on  cash  flows  is  not  material.


Property  and  Equipment
------------------------

Property  and  equipment  are  recorded  at cost.  The Company depreciates its
office  furniture  and  equipment  over an estimated useful life of five years
using  straight-line  and  accelerated  methods.

Investment  in  Limited  Liability  Company
-------------------------------------------

The  Company  accounts  for  its  40 percent investment in a limited liability
company  using  the  equity  method  of  accounting.

Loss  Per  Share
----------------

Loss  per  common  share  is  computed based on the weighted average number of
shares  outstanding  during  each  year.

Income  Taxes
-------------

The  Company  calculates and records the amount of taxes payable or refundable
currently  or  in  the  future  years  for  temporary  differences between the
consolidated  financial  statement  basis  and income tax based on the current
enacted  tax  laws.


NOTE  2  -  NOTE  RECEIVABLE
----------------------------

In July, 1995, the Company advanced $600,000 to a third party in the form of a
note  receivable.    The  note  bore interest at 45% and was collateralized by
180,000  shares  of stock of a small cap NASDAQ company.  The holder defaulted
on  the  note and the Company exercised its rights to the collateral, which it
later  discovered, was allegedly illegally obtained.  On February 2, 1996, the
Company  obtained  a  judgment against the holder for the principal balance of
the  note  plus interest for a total amount of $757,794 and an additional $1.2
million  under  the  Colorado  conversion  of  property  statute.  The Company
wrote-off  the  note  balance  during  1996 and has not accrued the judgments.


NOTE  3  -  INCOME  TAXES
-------------------------

There  was  no  provision  for  income  taxes  due  to  the  operating losses.


Reconciliations  between  the  statutory  federal income tax expense (benefit)
rate  as  a  percentage  of  loss  before  income  taxes  is  as  follows:

<TABLE>
<CAPTION>

<S>                                                     <C>

                                                      March 31,
                                                 1997         1996

Statutory federal income tax expense rate         34%         34%
Federal net operating losses utilized            (34)        (34)


Effective income tax expense                       -%          -%

</TABLE>


At March 31, 1997, the Company has net operating loss carryforwards for federal
 and state income tax purposes as follows:

<TABLE>
<CAPTION>
               Net Operating                   Year of
                  Losses                     Expiration
     ---------------------------------      ------------
    <S>                                           <C>
                $1,040,000                       2000
                 1,482,000                       2001
                 1,162,000                       2002
                   426,000                       2003
                   464,000                       2004
                     1,000                       2005
                    33,000                       2006
                       -                         2007
                    97,000                       2011
                   862,000                       2012
                  ----------

                   $5,567,000
                   ==========

</TABLE>

The  Company has an approximately $1,900,000 deferred tax asset as a result of
the  net  operating  losses  assuming  a  34%  effective  tax  rate.  There is
uncertainty as to whether the Company will generate sufficient revenues in the
future  to  utilize the net operating loss carryforwards and therefore 100% of
the deferred tax asset resulting from the net operating loss carryforwards has
been  fully  impaired.



NOTE  4  -  INVESTMENT  IN  LIMITED  LIABILITY  COMPANY
-------------------------------------------------------

The  Company  has  filed  a  lawsuit  against  the  managing member of the LLC
relating  to  the  managing  partners  delaying  and/or  refusing  to sell the
property of the LLC and other matters relating to transactions entered into by
the  managing  partner.    The  audited  financial  statements  for the LLC as
required  by  generally accepted accounting principles and Registration S-X of
the  Securities  Act  of  1933  related  to separate financial statements of a
significant  subsidiary  were not available due to the above litigation.  As a
result,  the Company has recorded its share of income or loss of the LLC based
on  compiled  financial  statements provided by the LLC which is summarized in
the  balance  sheet  and  statement  of  operations  of  the  LLC  below.

The  following  is  a  condensed  unaudited  balance  sheet  and  statement of
operations  for  the  LLC  as  of  December  31,  1996:

                            CONDENSED BALANCE SHEET
                               DECEMBER 31, 1996
                                  (UNAUDITED)


                                    Assets

<TABLE>
<CAPTION>

<S>                                        <C>
Cash and cash equivalents                  $   199,870 
Tenant receivables                              18,560 
Prepaid expenses                                 5,523 
Property and equipment, net                 10,408,438 
Other assets, net                              163,995 
                                           ------------

                                           $10,796,386 
                                           ============
Liabilities and Members' Equity

Accounts payable and accrued liabilities   $   501,297 
Mortgage payable                            10,891,681 
                                           ------------
                                            11,392,978 
Members' deficit                              (596,592)
                                           ------------

                                           $10,796,386 
                                           ============
CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)

Revenues                                   $ 1,698,062 
Operating expenses                          (1,149,374)
Other expenses, net                           (815,545)
                                           ------------

                                           $  (266,857)
                                           ============
</TABLE>

NOTE  5  -  SIGNIFICANT  FOURTH  QUARTER  ADJUSTMENT
----------------------------------------------------

In  the fourth quarter for the year ended March 31, 1997, the Company made the
following  adjustment  to  the  financial  statements:

The unaudited net loss for the LLC for the year ended December 31, 1996 vaired
from  the  quarterly  unaudited  interim financial information received by the
Company  from  the  LLC which indicated net income through September 30, 1996.
Therefore,  the  Company  recorded  an  adjustment  of  $331,477 to reduce the
Company's equity in the LLC's operations to 40% of the year ended December 31,
1996  unaudited  loss  of  $266,857  (Note  4).