SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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,  1998
                                             ----------------

[ ]   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                  (IRS Employers ID Number)
incorporation  or  organization)

               1801 Broadway, Suite 1420, 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 $74,802
                                                                       -------

     At  June  8,  1998,  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  1,530,378  common  shares  of  Registrant  held  by
nonaffiliates  was  approximately  $286,946 at June 8, 1998, 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.

                       The Exhibit Index appears on page 13.



                                    PART I

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

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

     Eagle  Exploration Company's primary operations included the purchase and
development  of  residential  and  commercial  real  estate.    The  Company's
operations  also  primarily  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.  Also the
Company's  commercial  property  is  under  contract  and  scheduled  to close
subsequent  to the year ended March 31,1998.  At this time, the Company has no
plans to acquire additional land for development and sale but is investigating
various  potential  acquisitions  and  other  business  opportunities.

1998  Activities
----------------

     As  discussed in the Company's previous reports, the Company brought suit
against  the manager of Eagle's Landing, LLC, (the "LLC").  The Company owns a
40  percent  membership  interest in the LLC and the purpose of the LLC was to
develop,  lease  and  sell  an  apartment  house  project located in Jefferson
County,  Colorado.  In this case, the Company, for itself and on behalf of the
LLC  sued  the  manager of the LLC, seeking various relief, including an order
that  the  manager  market  and  sell  the  property owned by the LLC, that he
recover  moneys  owed  to the LLC and that he distribute to the members of the
LLC amounts owed to them.  The case was stayed on March 11, 1998, by the court
on  a joint motion for stipulation filed pursuant to the terms of a settlement
agreement  executed by the parties as of January 30, 1998.  Under the terms of
the  settlement agreement, the property is to be marketed and sold.  Upon such
sale  the  manager  is  required  to  pay to the Company its share of the sale
proceeds  along  with  other  amounts owed to the Company by the manager.  The
Company  is  not  liable  to  pay  any money to any person or entity under the
settlement  agreement.

     On March 5, 1998, the LLC entered into a Purchase and Sale Agreement with
a  qualified  buyer.    The  purchase  price  for  the  apartment  complex  is
$15,300,000.  The agreement provides for, among other things, that the buyer's
obligation  to  close  be  subject  to  inspections  and  financing.

     Subsequent  to  year end, the parties entered into the First Amendment to
Purchase  and  Sale  Agreement  (April 10, 1998).  The amendment provides for,
among  other  things, that the buyer remove all inspection contingencies.  The
finance  contingency  was  also  removed.  The buyer was approved by the LLC's
lender  to  assume the property's existing loan in the amount of approximately
$10,700,000  on  March  31,  1998.    The  purchase  price  was  not adjusted.
Non-refundable  earnest  money  was  increased  to $865,000, and the Company's
proportionate  share  was  deposited  in  escrow  with the title company.  The
closing  date  was  modified  to occur on the earlier of July 31, 1998, or the
closing  of  the  buyer's sale of certain improved real estate.  Upon closing,
the  Company's  share  of  net  proceeds, are contemplated to be approximately
$2,000,000.

     Also  during  fiscal  1998  the  Company elected to develop potential gas
reserves  on  certain  minerals  it  owns in Wallace County, Kansas. To cure a
potential  title  problem  related  to  its  mineral  ownership,  the  Company
commenced  a  quiet  title  action  on  the  mineral  interest acquired by the
Company.  On  February  2,  1998, the Company received a judgment quieting the
title  of  its  mineral  interest.

     The  Company's  mineral  interest  is a 75 percent interest in the S/2 of
Section  19,  Township  13  South, Range 42 West, Wallace County, Kansas.  The
Skelly  Oil  Company  drilled  the No. 1 Sexson, NESW, Section 19, Township 13
South, Range 42 West, Wallace County, Kansas.  After two successful drill stem
tests in August, 1956, Skelly set production casing and completed this well in
February,  1957,  for 5,000 MCFGPD in an Upper Morrow Sandstone.  It was after
completion  that  a  gas analysis revealed the bad news that the heating value
was only 491 BTU.  The gas had burned during previous testing so Skelly had no
suspicion  that  the  gas  was  unusual.  In spite of a relatively high helium
content  of  2.3  percent  the  No.  1 Sexson was later plugged because of the
absence  of  either  a  gas  or  helium  market.

     During  fiscal  1998  the  construction  of  a $100 million gas plant was
commenced  nearby  the  No. 1 Sexson well.  The Company entered into a pooling
agreement  with the owners of the remaining 25 percent interest under its land
as  well  as the N/2 of Section 19.  The pooling agreement stipulates that the
Company  owns  a  37.5  percent  working  interest and a 5.625 percent royalty
interest  in  640  acres.  The  agreement  further  provides  that the Company
subsequent to year end will participate with its 37.5 percent working interest
and  attempt  a  washdown  on  the  old  No.  1  Sexson  well.

     The  estimated  cost  to  washdown  and  complete  the  well  is $75,000.
Reserves  for  similar  gas wells in the area are estimated at 1 billion cubic
feet of gas per well.  Based on well control on the pooled acreage, it appears
that one additional gas well may be developed.  The cost to drill and complete
an  additional test well in the area is approximately $200,000.  No additional
drilling  is  planned  at  this  time.


Employees
---------

     At  June  8,  1998, 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.
-------------------------------

     Eagle  Development  Company  v.  Terrence  J.  O'Connor,  Boulder County,
Colorado,  District Court, Case No. 97-458.  This case was stayed on March 11,
1998,  by  the  court  on a Settlement Agreement executed by the parties as of
January  30, 1998.  Although the Settlement Agreement resolves all the issues,
the  case  remains  open to assist the Company, if necessary, to implement the
provisions  of  the  Settlement Agreement.  The property is scheduled to close
subsequent  to  year  end.    Proceeds  from  the  sale are to be disbursed in
accordance  with  the  Settlement  Agreement.  At that time all the provisions
should be satisfied, and the Company will file a release of this case with the
court.


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

     No  matter  was  submitted  during the fourth quarter of fiscal 1998 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                    Bid  Low
                              ---------                    --------
<S>                            <C>                         <C>
1996
----

2nd  quarter                       $.30                       $.22
3rd  quarter                     $.2825                     $.1575
4th  quarter                       $.25                      $.125


1997
----

1st  quarter                      $.25                      $.125
2nd  quarter                      $.25                      $.125
3rd  quarter                      $.25                      $.125
4th  quarter                      $.25                      $.125


1998
----

1st  quarter                      $.25                      $.125
</TABLE>

     As  of  June 8, 1998, the Company had approximately 538 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.









Item  6.    Management's  Discussion  and  Analysis  or  Plan  of  Operation.
-----------------------------------------------------------------------------

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

     Cash,  cash  equivalents  and  certificates of deposit for the year ended
March  31,  1998,  were  $630,450  as compared to $704,055 for the same period
ended  March  31,  1997.    This is a decrease of approximately ten percent or
$73,605.

     Shareholders'  equity  for the year ended March 31, 1998, was $696,200 as
compared  to  the prior fiscal year ended March 31, 1997, shareholders' equity
was  $860,463  a  loss  of  $164,263.

     The  attached auditors' report concluded with no opinion on the Company's
financial statements because the LLC was not audited for its years ended March
31,  1996  and 1997.  As a result, the Company is not able to ascertain the
audited  value  of  its  investment  in the LLC nor its equity interest in the
earnings  or losses of the LLC for the year ended March 31, 1998.  The Company
did  not  have  a  controlling  interest  in  the  LLC operating the apartment
project and therefore it was unable to cause the LLC to audit the financial
statements for these  periods.    Also as a result of the litigation surrounding
the project, the Company did not receive the necessary financial information
to conduct its own audit.    However,  the Company was successful in causing
the LLC to audit the financial  statements  for  its  first  year in the
project which included the construction  phase of the project.  It also
caused a compilation of the LLC's financial  statements  for  its calendar
years ended 1996 and 1997 and through closing of the sale of the apartment
property by an unrelated accounting firm. The 1995 audit and 1996 compilation
assisted management in recognizing issues that  facilitated the litigation
process and ultimately assisted management in the settlement of this case.
The compilation for 1997 through closing date of the  sale  will  determine
profits  for  that period as well as point out any unusual  expenses. As  a
result the Company's accounting firm will consider reissuing the attached
report subject to review of the compilation and closing documents  for  the
sale  of  the  apartment  project.

     Upon  closing of the apartment project the Company will add approximately
$2  million  in  cash  to  the  balance sheet.  This closing will also end all
litigation  matters  and  enable  management  to focus on its on going plan of
investigating  various potential acquisition and other business opportunities.
Over  the  year  management  has  investigated  several  acquisitions that
were  not  acceptable.


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

Fiscal  1998  Compared  with  Fiscal  1997
------------------------------------------

     Total  revenue  decreased  slightly for the year ended March 31, 1998, to
$74,802 as compared to $76,367 for the year ended March 31, 1997.  The Company
reported a net loss of $164,263 for the year ended March 31, 1998, as compared
to  a  net  loss  or  $251,767  for  the  prior  year  ended  March  31, 1997.

     Total  expenses  for  the  year  ended  March  31, 1998, were $239,065 as
compared  to  $328,134  for  the  previous year ended March 31, 1997.  The net
decrease  of  $89,069 is primarily attributable to the Company's 40% membership
interest in the  LLC's  loss for 1997 which totaled approximately $107,000.
As previously discussed,  the  Company's  have  equity earnings or losses of
the LLC for the year  ended  March  31,  1998  were  not  ascertainable.
Also, this reduction was partially  offset by an increase of approximately
$16,000 in legal fees (up from  $31,000  to  $47,000).


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

     See  pages  F-1  through  F-7

<PAGE>
                           EAGLE EXPLORATION COMPANY

                           FINANCIAL STATEMENTS AND
                         INDEPENDENT AUDITORS' REPORT
                                MARCH 31, 1998




<PAGE>
                EAGLE EXPLORATION COMPANY AND SUBSIDIARIES




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

                                                                    Page
                                                                    ----

Independent  Auditors'  Report                                      F - 2

Consolidated  Financial  Statements

     Consolidated  Balance  Sheet  as  of  March  31,  1998         F - 3

     Consolidated  Statements  of  Operations  for  the  Years
      Ended  March  31,  1998  and  1997                            F - 4

     Consolidated  Statement  of  Stockholders'  Equity  for
      the  Years  Ended  March  31,  1998  and  1997                F - 5

     Consolidated Statements of Cash Flows for the Years Ended
      March 31, 1998 and 1997                                       F - 6

     Notes  to  Consolidated  Financial  Statements                 F - 7


                                     F - 1



<PAGE>



                         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, 1998 and the related statements of
operations,  stockholders' equity and cash flows for the years ended March 31,
1998 and 1997.  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 $24,725 at March 31,
1998 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,  1998
Denver,  Colorado

                                 F - 2

<PAGE>

                  EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                                MARCH 31, 1998


<TABLE>
<CAPTION>
                                    ASSETS
<S>                                                       <C>
Current  assets
 Cash  and  cash  equivalents                        $   333,450
 Certificates  of  deposit                               297,000
 Other  receivables                                        4,143
                                                      ----------
   Total  current  assets                                634,593
                                                      ----------

Office  furniture,  equipment  and  other,
  net  of  $228,797  of  accumulated
  depreciation                                           44,066

Other  assets
 Investment  in  limited  liability company
   (Notes 4 and 5)                                       24,725
 Other                                                   26,637
                                                      ---------
   Total  other  assets                                  51,362
                                                      ---------

Total  assets                                        $  730,021
                                                      =========



                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current  liabilities
 Accounts  payable                                   $  24,825
 Deposits,  deferred  revenue  and  other                8,996
                                                      --------
   Total  current  liabilities                          33,821
                                                      --------

Commitments  and  contingencies  (Notes  2  and  4)

Stockholders'  equity
 Common  stock,  no  par  value;  authorized  
  10,000,000 shares; 3,072,836 shares issued
  and  outstanding                                  6,632,998
 Accumulated  deficit                              (5,936,798)
                                                    ---------
                                                      696,200
                                                    ---------

Total  liabilities  and  stockholders'  equity     $  730,021
                                                    =========
</TABLE>

                  See notes to consolidated financial statements.

                                      F - 3

<PAGE>

                   EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                 For the Year Ended
                                                      March  31,
                                            ----------------------------
                                                  1998         1997
                                            -------------    -----------
<S>                                             <C>             <C>
Revenues  (Note  3)
 Interest  income                             $  37,012        $  39,039
 Other  income                                   37,790           37,328
                                               --------         --------
                                                 74,802           76,367
                                               --------         --------
Expenses
 Equity in loss on investment in LLC 
  (Notes 4 and 5)                                    -           106,743
 Depreciation                                     6,701           12,775
 Other  operating  expenses                     232,364          208,616
                                              ---------         --------
                                                239,065          328,134
                                              ---------         --------
   Loss  before  income  taxes                 (164,263)        (251,767)
                                              ---------         --------

Net  loss                                    $ (164,263)      $ (251,767)
                                              =========        =========


Basic  loss  per  share                      $     (.05)      $     (.08)
                                              =========        ==========

Weighted average number of shares
 outstanding                                 $3,072,836       $3,072,836
                                              =========        =========
</TABLE>

                    See notes to consolidated financial statements.

                                       F - 4
<PAGE>

                  EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE YEARS ENDED MARCH 31, 1998 AND 1997

<TABLE>
<CAPTION>
                              Common Stock                           Total
                          -------------------       Accumulated   Stockholders'
                          Shares        Amount        Deficit        Equity
                          ------        ------      -----------   ------------
<S>                        <C>           <C>            <C>            <C>

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

Net (loss) for the
 year                         -             -          (164,263)      (164,263)
                        ---------     ---------       ---------      ---------

Balance - March 31,
 1998                   3,072,836    $6,632,998     $(5,936,798)    $  696,200
                        =========     =========      ==========      =========
</TABLE>


                      See notes to consolidated financial statements.

                                           F - 5
<PAGE>
                  EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                  For the Year Ended
                                                       March  31,
                                              -------------------------
                                                  1998         1997
                                              ------------  -----------
<S>                                              <C>            <C>
Cash  flows  from  operating  activities
 Net  loss                                   $   (164,263)  $  (251,767)
                                              ------------   -----------
 Adjustments  to reconcile net loss 
  to net cash used by operating activities -
   Equity  in  loss  on  investment  in  LLC           -        106,743
   Depreciation                                     6,701        12,775
   Change  in  assets  and  liabilities  -
     Receivables                                      795        (1,116)
     Other  assets                                      1        (3,251)
     Accounts  payable                              6,177       (18,603)
     Deposits,  deferred    revenue  and  other      (322)         (943)
                                              -----------    ----------
                                                   13,352        95,605
                                              -----------    ----------
       Net cash used by operating activities     (150,911)     (156,162)
                                              -----------    ----------

Cash  flows  from  investing  activities
 (Purchase) redemption of certificates
  of  deposit                                    (103,000)     (194,000)
 Purchases of office furniture and equipment      (17,389)       (1,709)
 Payments  (advances)  on  notes  receivable          -         500,000
 Investment  in  limited  liability  company          -             -
 Distribution  from  LLC                           94,695       320,539
                                              -----------    ----------
       Net cash used by investing activities      (25,694)      624,830
                                              -----------    ----------

Net (increase) decrease in cash
 and cash equivalents                            (176,605)      468,668

Cash  and  cash  equivalents,  
 beginning  of  year                              510,055        41,387
                                              -----------    ----------

Cash  and  cash  equivalents, end of year      $  333,450    $  510,055
                                              ===========    ==========
</TABLE>


                     See notes to consolidated financial statements.

                                       F - 6
<PAGE>

                      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, 1998 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.

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

The  Company computes loss per share in accordance with Statement of Financial
Accounting  Standard No. 128.  The Company has presented only basic losses per
share  as  it  had  no dilutive potential common shares outstanding during the
years  ended  March  31,  1997  and  1998.   Basic earnings per share has been
computed  based  on  the  weighted  average  number  of  shares  outstanding.

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

Deferred  income  taxes  result  from  temporary  differences.    Temporary
differences  are  differences  between the tax basis of assets and liabilities
and  their  reported  amounts  in the financial statements that will result in
taxable  or  deductible  amounts  in  future  years.   The Company's temporary
differences result primarily from the depreciation of fixed assets and oil and
gas  property.


NOTE  2  -  COMMITMENTS
-----------------------

The Company entered into an operating lease for office space requiring monthly
lease  payments  of  $1,191  per  month.  The lease expires November 30, 1999.
Rent  expense  for the year ended March 31, 1998 was $13,352.  As of March 31,
1998,  future  minimum  annual  lease  payments  are  as  follows:

<TABLE>
<CAPTION>

              Year  Ended  March  31,
              -----------------------
                        <S>                     <C> 
                       1999                $    14,292
                       2000                     10,719
                                              --------

                                           $    25,011
                                              ========
</TABLE>



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>
 
                                                       March  31,
                                             ---------------------------
                                                 1998            1997
                                             -----------       ---------
<S>                                               <C>              <C>

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

Effective  income  tax  expense  rate               -%              -%
                                                 =====           =====
</TABLE>

At  March  31,  1998,  the  Company  has  net operating loss carryforwards for
federal  and  state  income  tax  purposes  as  follows:

<TABLE>
<CAPTION>

                                                    Year
      Net  Operating                                 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
              740,000                              2012
              170,000                              2013
           ----------

        $   5,615,000
           ==========
</TABLE>

The  Company has an approximately $1,910,000 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.

<PAGE>


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 through December 31,
1996.

The  following  is  a  condensed  unaudited  balance  sheet  and  statement of
operations  for  the  LLC  as  of  December  31,  1997:

In  1998,  the  Company  received  cash distributions from the LLC for $94,695
which  has  been recorded as a reduction in the Company's investment resulting
in  a  balance  of $24,725 at March 31, 1998.  The LLC has placed its property
for  sale  and has  a  contract  to sell the property.  The closing date is
expected to occur on the earlier of July 31, 1998, or the closing.  The buyer's
Sale of Certain improved real estate.  Upon closing the Company's share of net
proceeds is estimated to be approximately $2,000.00

                                       F - 7


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.


<PAGE>
                                   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                 72                      46                72
</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 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
a 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 Mountain region.  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>

                             ANNUAL COMPENSATION
Name and
Principal                                                 Other Annual
Position           Year        Salary        Bonus        Compensation*     
--------         -------     ---------     --------       -------------
<S>                <C>           <C>          <C>               <C>

Raymond  N.       1998           N/A           N/A            $2,628      
 Joeckel,         1997           N/A           N/A            $1,983        
 President

Paul  M           1998         $60,000         N/A            $3,118         
 Joeckel,         1997         $75,000         N/A            $4,200         
 Secretary

                              LONG-TERM COMPENSATION

Name and             Restricted
Principal              Stock       Options/         LTIP            All Other
Position    Year       Awards        SARs         Payouts         Compensation
--------    ----     ---------     --------      ---------        ------------

Raymond N.  1998       N/A            N/A           N/A                N/A
 Joeckel    1997       N/A            N/A           N/A                N/A
 President

Paul M.     1998       N/A            N/A           N/A                N/A
 Joeckel    1997       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  in  the  above  table.

     There  are  no  stock  and/or other compensatory plans or arrangements by
which  the  Company compensates its directors for services as directors, other
than  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 8, 1998, regarding
the  common  stock  ownership  of those persons known by the Company to be the
beneficial  owners  of  more  than  five  percent  of  its  common  stock, its
directors, and its officers and directors as a group.  All of the 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                    195,477  shares                6.36%
1801  Broadway                       Direct
Suite  1420
Denver,  CO  80202

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

Paul  M.  Joeckel,                   1,346,481  shares             43.82%
Trustee                              Direct
Joeckel  Family  Trust
1801  Broadway
Suite  1420
Denver,  CO  80202

Norman  K.  Brown                    329,641  shares              10.73%
801  Broadway                        Direct
Suite  808
Seattle,  WA  98122

All  officers  and                   1,542,458  shares            50.20%
directors  as  a  group              Direct

______________
</TABLE>

     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, 1998, 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.


<PAGE>
                                    PART IV


Item  13.    Exhibits  and  Reports  on  Form  8-K.
---------------------------------------------------

     (a)          Exhibits:

Item  No.
Per  S-K          Document  as  Form  10-KSB  Exhibit             Reference
--------          -----------------------------------             ---------

(2)               Plan  of  purchase,  sale, reorganization       - None -
                  arrangement,  liquidation  or  succession

(3)               Articles  of  Incorporation  and  By-Laws           (1)

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

(5)               Opinion  re:    legality                        - None -

(6)               Opinion  re:    liquidation  preference         - None -

(7)               Opinion  re:   tax matters                      - None -

(8)               Voting  trust  agreement                        - None -

(9)               Material  contracts:
                  Agreement  re:  Meadows  at  Westwoods            (1)
                  Operating  Agreement  re:  Meadows  at            (1)
                  Westwoods
                  Promissory  Note  re:  Meadows  at                (3)
                  Westwoods
                  Assignment  of  Membership  Interest  re:         (4)
                  Eagle's  Landing,  LLC
                  Operating  Agreement  re:  Eagle's                (4)
                  Landing,  LLC
                  Settlement  Agreement  re:  Eagle's
                  Landing,  LLC                                     (5)
                  Real  Estate  Purchase  and  Sale
                  Agreements                                        (5)
                  First  Amendment  to  Purchase  and
                  Sale  Agreement                                   (5)
 
(10)              Statement  re:    Computation  of per             (2)
                  share  earnings

(11)              Statement  re:    Computation  of ratios       - None -

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

(13)              Material  Foreign Patents                      - None -

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

(15               Letter  re:  change  in  certifying            - None -
                  accountants

(16)              Letter  re:  director's resignation            - None -

(17)              Letter  re:  change  in  accounting            - None -
                  principles

(18)              Previously  unfiled  documents                 - None -

(19)              Reports  to  securities holder                 - None -

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

(21)              Subsidiaries  of  the  Registrant                 (1)

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

(23)              Consents  of  experts  and  counsel            - None -

(24)              Power  of  attorney                            - None -

(25)              Statement  of  eligibility  of  trustee        - None -

(26)              Financial  data  schedule                         (5)

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

(1)         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.

(2)          Not  required,  since information is ascertainable from the basic
consolidated  financial  statements.

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

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

(5)          Filed  herewith.


<PAGE>
                                  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,  1998



     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,  1998             /s/Raymond N. Joeckel
                              Raymond  N.  Joeckel
                              Principal  Executive
                              Accounting  and  Financial
                              Officer  and  a  director


June  26,  1998             /s/Paul M. Joeckel
                              Paul  M.  Joeckel
                              Secretary  and  a  director


June  26,  1998             /s/M.D. Young
                              M.  D.  Young
                              A  director