SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.   20549
                            FORM 10-KSB/A
                                  
(Mark One)
          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1996
          [ ]  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)
      1776 Lincoln Street, Suite 1311, Denver, Colorado, 80203
        (Address and zip code of principal executive offices)
Registrant's telephone number, including area code:  (303) 863-0800
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.
$137,165

     At July 15, 1996, 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  1,678,336
common  shares  of  Registrant  held  by nonaffiliates  was
approximately $681,824 at July 15, 1996,  based  on  the mean
between  the bid and asked prices on the National Quotation  Bureau's
"Bulletin  Board".   See Item 5 herein for additional information  in
this regard.

     This report consists of    pages.  The exhibit index appears on
page 14.
                               PART I

Item 1. Description of Business.

Nature of Business and Management's Plan

     Eagle  Exploration  Company's primary  operations  include  the
purchase  and development of residential real estate.  The  Company's
primary  operations  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 has sold all land held for sale 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   financial   acquisitions    or    business
opportunities.   Eagle  Exploration  Company  and  its  wholly  owned
subsidiary,  Eagle  Development  Company,  are  referred  to   herein
collectively as "the Company".

1996 Activities

     During  the fiscal year 1996 the Company wrote off  a  $600,000
note receivable executed July 26, 1995, between James D. Alderton and
the  Company.   The  note was collateralized with 180,000  shares  of
Incomnet,  Inc., a Small Cap NASDAQ Company, then trading  at  $22.00
per share.

     On September 8, 1995, a notice of default was given to Alderton.
Default  under  terms of the Pledge Agreement gave  the  Company  the
right  to  sell the collateral.  Arrangements were made  with  Barron
Chase  Securities  in Denver, Colorado, to sell  the  collateral  for
approximately $6.00 per share.

     On September 14, 1995, the Company contacted the transfer agent
for  assistance  and  verification  of  the  proposed  sale,  and  on
September  15,  1995,  the American Stock Transfer  &  Trust  Company
advised that the certificates were apparently forged.

     Alderton requested that the Company consider an alternate  plan
for  repayment and offered to re-collateralize the note.  An  Amended
Pledge Agreement was entered into effective September 29, 1995,  when
Alderton agreed to collateralize the note with gold nuggets, stock in
a  private company and assignment of certain German historical bonds.
However no adequate substitute collateral was forthcoming.  Hence, on
December 4, 1995, the Company served Alderton with a lawsuit.

     On  February  2, 1996, the Company received an order  from  the
court  entering judgment on the Company's first claim for  relief  in
the  civil action brought by the Company against Alderton for the sum
of  $757,794.12, the amount due under the note, and judgment  for  an
additional  $1.2  million under the Colorado conversion  of  property
statute.  Management is pursuing the collection of this judgment, but
is  not  optimistic that sufficient assets are owned by  Alderton  to
satisfy the amount of the note or the judgment.

     As discussed in the Company's previous quarterly reports for the
periods  ended  June 30, 1995, and September 30,  1995,  the  Company
acquired  a  40 percent membership interest in Eagle's Landing,  LLC,
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 nonrecourse 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 lender's
appraisal of the property is $14.7 million.

     The  developer  who assigned the interest in  the  LLC  to  the
Company  on  May  26, 1995, has 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
consequently  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, stipulating that the Company is the owner and holder of  a
40 percent membership interest in Eagle's Landing, LLC, effective May
26,  1995.   On  June  24,  1996, the Company received  from  Eagle's
Landing,  LLC,  approximately $320,000.  This payment represents  the
Company's  share  of  loan  proceeds resulting  from  the  difference
between  the  construction  loan and the  permanent  financing.  The
Company will aggressively strive to promote proper management of  the
apartment complex and pursue its goal of selling this asset.

In late October 1996, the Company obtained December 31, 1995 audited
financial statements for the LLC and has appropriately reduced its
investment for 40% of the operating losses of the LLC through
December 31, 1995.

Employees

     At July 15, 1996, the Company had two full-time employees.  The
Company has and may retain independent consultants from time to  time
on a limited basis.


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
decreased  approximately 97 percent for the fiscal year  ended  March
31,  1996.   This decrease in cash and the redemption of certificates
of  deposit  was due to the Company's investment in Eagle's  Landing,
LLC, and a note receivable advance of $600,000.

     The Company's note receivable in the amount of $500,000 was paid
in full subsequent to fiscal 1996 year end.

     Stockholder's equity decreased from $1,996,390 to  $1,112,230 or
$884,160  for  the year ended March 31, 1996, primarily  due  to  the
impairment of a note receivable in the amount of $600,000 and the
loss on investment in LLC of approximately $180,000.  See  Item
1. above.

     The  Company's initial investment in the 40 percent  membership
interest  in  Eagle's  Landing, LLC, of  approximately  $850,000  has
returned  to  date  approximately  $445,000.   The  Company  received
$125,000 in October, 1995, and subsequent to fiscal year ended, 1996,
the Company   received  approximately  $320,000  representing its
proportionate share of permanent loan proceeds.  Additionally, the
LLC has net operating losses for the year ended December 31, 1995 for
which the Company's 40% share is approximately $180,000.  See Item
1.  above. These proceeds and share of losses have reduced the
Company's investment in the apartment complex to approximately
$227,000.

     The future income  from the property is projected to  create  a
good return   on   the   company's  current  investment.   However,
more importantly  the occupancy rate is currently near 95 percent
and  is projected to be 95 percent in August, 1996.  This increased
occupancy rate  should facilitate the sale of this asset at an
increased  sales price.
Results of Operations

Fiscal 1996 Compared with Fiscal 1995

     Total revenues for the year ended March 31, 1996, were $137,165
as  compared  to  $548,760 for the year ended March  31,  1995.  The
Company reported a net loss of $884,160 for the year ended March  31,
1996,  and as compared to the year ended March 31, 1995, it  reported
net  income  of  $277,388.   This loss was  essentially  due  to  the
impairment  of  a note receivable in the amount of $600,000, the loss
from investment in LLC of approximately $180,000,  and  the lack of
interest income generated in the previous fiscal year by  the
Company's  cash,  temporary  cash  investments  and  certificates  of
deposit.

Item 7.  Financial Statements.
     See pages F-1 through F-19.



                      EAGLE EXPLORATION COMPANY
                                  
                      Financial Statements and
                    Independent Auditors' Report
                           March 31, 1996
                                  





                          Table of Contents

                                                                 Page

Independent Auditors' Report                                    F - 2

Consolidated Financial Statements

    Consolidated Balance Sheet as of March 31, 1996             F - 4

    Consolidated Statements of Operations for the Years
     Ended March 31, 1996 and 1995                              F - 5

    Consolidated Statement of Stockholders' Equity for
     the Years Ended March 31, 1996 and 1995                    F - 6

    Consolidated Statements of Cash Flows for the Years Ended
     March 31, 1996 and 1995                                    F - 7

    Notes to Consolidated Financial Statements                  F - 8


                         Eagles Landing LLC

Independent Auditors' Report                                    F-13

Financial Statements
    Balance Sheet                                               F-14

    Statement of Operations and Member's Equity                 F-15

    Statement of Cash Flows                                     F-16

Notes to Financial Statements                                   F-17





                    INDEPENDENT AUDITORS' REPORT

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


We  were  engaged to audit the accompanying balance sheets  of  Eagle
Exploration  Company and Subsidiaries as of March 31, 1996  and  1995
and  the  related statements of operations, stockholders' equity  and
cash  flows  for the years then ended.  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 audits.  We  did  not  audit  the
financial statements of Eagles Landing, LLC at December 31,  1995  in
which  the Company has a 40% equity interest which statements reflect
total  assets  of  $11,158,490  as of December  31,  1995  and  total
revenues and net loss of $910,146 and $448,963, respectively, for the
year  then  ended.  Those statements were audited by  other  auditors
whose report has been furnished to us, and our opinion, insofar as it
relates  to  the amounts included for Eagles Landing, LLC,  is  based
solely on the report of the other auditors.

We  conducted  our  audits  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 audits provide a reasonable basis for our opinion.

In  our  report dated May 16, 1996, we did not express an opinion  on
the  consolidated  financial statements of Eagle Exploration  Company
and  Subsidiaries for the year ended March 31, 1996 because  we  were
unable   to  obtain  audited  financial  statements  supporting   the
Company's  investment  in a limited liability company  (LLC)  or  its
equity  earnings  or  losses of that affiliate.   Subsequent  to  our
report  dated May 16, 1996, we obtained audited financial  statements
for  the LLC.  Accordingly, our present opinion on the March 31, 1996
consolidated financial statements, as presented herein, is  different
from that expressed in our previous report.
To the Board of Directors and Stockholders
Eagle Exploration Company
Page Two


In  our  opinion  the consolidated financial statements  referred  to
above  present  fairly,  in all material respects,  the  consolidated
financial  position of Eagle Exploration Company and Subsidiaries  as
of  March  31, 1996 and 1995, and the consolidated results  of  their
operations  and  their  cash  flows for  the  years  then  ended,  in
conformity with generally accepted accounting principles.





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

May 12, 1995, except for Note 5 as to which
 the date is November 14, 1996
Denver, Colorado


                     Consolidated Balance Sheet
                           March 31, 1996
<TABLE>
<CAPTION>
                               Assets
<S>                                 <C>
Cash                             $  41,387
Note receivable (Note 2)           500,000
Other receivables                    3,822
Office furniture, equipment
 and other, net of $209,321
 of accumulated depreciation        44,444
Other                               23,387
Investment in limited 
 liability company (Note 5)        546,702

                              $  1,159,742


                Liabilities and Stockholders' Equity

Accounts payable              $     37,251
Deposits, deferred revenue
 and other                          10,261
     Total liabilities              47,512

Contingencies (Notes 2 and 5)

Stockholders' equity
 Common stock, no par value;
  authorized 10,000,000 shares;
  3,072,836 shares issued and
  outstanding                    6,632,998
  Accumulated deficit           (5,520,768)
                                 1,112,230

                              $  1,159,742

</TABLE>



                Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                              For the Year Ended
                                                   March 31,
                                          1996                 1995
<S>                                        <C>                  <C>
Revenues (Note 3)
 Gain on land held for sale -
  Proceeds from sales                  $      -             $  1,288,000
  Less cost of land sold                      -                 (827,555)
                                              -                  460,445
  Interest income                          97,470                 50,910
  Other income                             39,695                 37,405
                                          137,165                 88,315
     Total net revenues                   137,165                548,760

Expenses
 Loss on investment in LLC (Note 5)       179,585                    -
 Depreciation                              18,329                  6,646
 Write-off of note receivable (Note 2)    600,000                    -
 Other operating expenses                 223,411                189,726
                                        1,021,325                196,372
 (Loss) income before income taxes       (884,160)               352,388
 Provision for income taxes (Note 4)           -                  75,000

Net (loss) income                     $  (884,160)            $  277,388


Net (loss) income per share           $      (.29)            $      .09

Weighted average number of shares
 outstanding                            3,072,836              3,063,567
</TABLE>



           Consolidated Statement of Stockholders' Equity
             For the Year Ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
                                                                      Total
                                 Common Stock        Accumulated   Stockholders'
                             Shares       Amount       Deficit       Equity
<S>                            <C>          <C>          <C>          <C>
Balances - March 31, 1994   3,062,836    $ 6,630,798  $(4,913,996)  $1,716,802

Issuance of common stock
 for services                  10,000          2,200           -         2,200

Net income for the year            -              -       277,388      277,388

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
</TABLE>



                Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                           For the Year Ended
                                                                March 31,
                                                           1996          1995
<S>                                                        <C>            <C>
Cash flows from operating activities
 Net (loss) income                                     $  (884,160)   $ 277,388
 Adjustments to reconcile net (loss)
  income to net cash (used) provided by
  operating activities -
   Gain on sale of real estate                                  -      (460,445)
   Loss on abandonment of undeveloped
    oil and gas properties                                      -        11,993
   Depreciation                                              18,329       6,646
   Write-off of note receivable                             600,000          -
   Stock issued for services                                    -         2,200
   Deferred taxes                                               -        75,000
   Loss on investment in LLC                                179,585          -
   Change in assets and liabilities -
    Proceeds from sale of real estate held for sale             -       788,000
    Purchase of and improvements in real estate held
     for sale                                                   -       (21,486)
    Receivables                                                (366)      1,303
    Accounts payable                                         28,514     (41,052)
    Deposits, deferred  revenue and other                    (4,661)      2,196
                                                            821,401     364,355
      Net cash (used) provided by operating
       activities                                           (62,759)    641,743

Cash flows from investing activities
 Redemption (purchase) of certificates of deposit         1,018,913    (825,913)
 Purchases of office furniture and equipment                 (4,534)    (24,590)
 (Advances) payments on notes receivable                   (600,000)     70,000
 Investment in limited liability company                   (726,287)     (1,800)
     Net cash used by investing  activities                (311,908)   (782,303)

Net decrease in cash and temporary cash investments        (374,667)   (140,560)

Cash and temporary cash investments, beginning of year      416,054     556,614

Cash and temporary cash investments, end of year         $   41,387    $416,054

</TABLE>

Supplemental disclosure of cash flow information
      Cash paid during the year for income taxes was $0 in 1996 and
$5,200 in 1995.

Supplemental   disclosure  of  non-cash  operating,   investing   and
financing activities
   In  fiscal year 1995, the Company sold real estate held  for  sale
   for cash of $788,000 and a note receivable of $500,000.


Note  1  -  Nature of Business and Summary of Significant  Accounting
Policies

Nature of Business and Management's Plans

Eagle  Exploration Company's primary operations include the  purchase
and  development  of residential real estate.  The Company's  primary
operations  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. As discussed in Note 3, the Company sold all land held  for
sale 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   financial   acquisitions    or    business
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.

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.



Note  1  -  Nature of Business and Summary of Significant  Accounting
Policies (continued)

(Loss) Income Per Share

(Loss)  income  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.

Statement of Cash Flows

For  purposes of reporting cash and temporary cash investments  (cash
equivalents)  for  cash  flow purposes, cash equivalents  consist  of
money   market  funds  and  certificates  of  deposit  with  original
maturities of 90 days or less.

Accounting Standards Not Yet Adopted

Statement of Financial Accounting Standards No. 121 - Accounting  for
Impairment  of  Long-Lived Assets and for  Long-Lived  Assets  to  be
Disposed  of  is effective for fiscal years beginning after  December
15, 1995.  This Statement establishes standards for the impairment of
long-lived  assets,  certain identifiable intangibles,  and  goodwill
related to those assets to be held and used and for long-lived assets
and certain identifiable intangibles to be disposed of.

Statement of Financial Accounting Standards No. 123 - Accounting  for
Stock-Based  Compensation is effective for transactions entered  into
after  December  15,  1995.   This  Statement  establishes  financial
accounting   and   reporting  standards  for   stock-based   employee
compensation  plans, including stock purchase plans,  stock  options,
restricted stock and stock appreciation rights.

Management believes the adoption of these standards will not  have  a
material impact on the consolidated financial statements.


Note 2 - Note Receivable

The  note  receivable consists of a $500,000 note from a third  party
developer, interest at 9% due monthly, unpaid interest and  principal
were  due  September 2, 1995. The note is collateralized by  a  first
deed  of  trust  on  real  estate.  On September  2,  1995  the  note
receivable was in default and as stated in the note accrued  interest
at  16%.  The original $500,000 principal balance was outstanding  at
March 31, 1996 and 1995 and was paid in full subsequent to March  31,
1996.


Note 2 - Note Receivable (continued)

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  exerted
its  rights to the collateral, for which it was later discovered, was
allegedly  illegally  obtained.  On February  2,  1996,  the  Company
obtained a judgment against the holder for the principal balance plus
interest  for  a  total  amount of $757,794 and  an  additional  $1.2
million  under  the  Colorado conversion of  property  statute.   The
Company  has  written-off the note balance and has  not  accrued  the
balance of the judgments.


Note 3 - Land Held for Sale

During  the  year ended March 31, 1995, the Company sold all  of  its
interest in land with a cost of $827,555 for $1,288,000.


Note 4 - Income Taxes

The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
                                                          March 31,
                                                   1996             1995
<S>                                                 <C>              <C>
Current provision                                 $    -         $     -
Deferred provision                                     -           75,000

                                                  $    -         $ 75,000
</TABLE>

Reconciliations  between  the statutory federal  income  tax  expense
(benefit)  rate as a percentage of income (loss) before income  taxes
is as follows:
<TABLE>
<CAPTION>
                                                         March 31,
                                                     1996          1995
<S>                                                   <C>           <C>
Statutory federal income tax expense rate            34%              34%
Federal net operating losses utilized               (34%)            (34%)

Effective income tax expense                          -                -
</TABLE>


Note 4 - Income Taxes (continued)

At  March  31, 1996, the Company has net operating loss carryforwards
for federal and state income tax purposes as follows:
<TABLE>
<CAPTION>
                     Federal         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

               $     4,608,000
</TABLE>

In  the  years prior to fiscal year 1995, the Company had significant
land  held  for  sale  and contracts to sell the land  at  guaranteed
profit levels.  At March 31, 1995, the Company had sold all land held
for  sale  and  currently  has  no  plans  to  purchase  and  develop
additional  land for resale.  There is uncertainty as to whether  the
Company  will generate sufficient revenues in the future  to  utilize
the  net operating loss carryforwards and therefore the deferred  tax
asset  resulting from the net operating loss carryforwards  has  been
fully  impaired,  although, overall the impairment  of  deferred  tax
assets decreased approximately $8,000 during the year ended March 31,
1996 due to the utilization of net operating loss carryforwards:


Note 5 - Investment in Limited Liability Company

In  May 1995, the Company acquired a 40 percent interest in a limited
liability  company  (LLC) for $851,287.  The  agreement  between  the
Company  and  seller included an option for the seller to  repurchase
the  Company's investment for $976,287, through September  26,  1995.
On  September 26, 1995 the option was extended until October 26, 1995
for  which  the Company received a $125,000 extension fee,  which  is
recorded  as  a  reduction  of  the  Company's  investment   in   the
accompanying   consolidated   financial   statements.    The   option
subsequently  expired and on January 25, 1996, the  seller  filed  an
action  against  the Company challenging the nature of  the  original
sales  transaction.  Subsequent to March 31, 1996,  the  lawsuit  was
dismissed.


Note 5 - Investment in Limited Liability Company (continued)

The following is a condensed unaudited balance sheet and statement of
operations for the LLC as of December 31, 1995:

                       Condensed Balance Sheet
                          December 31, 1995
                             (Unaudited)
<TABLE>
<CAPTION>
<S>                                           <C>
Assets
 Cash and cash equivalents                  $ 29,916
 Property and equipment                   10,964,556
 Other assets                                164,018

                                         $11,158,490
Liabilities and Members' Equity
 Accrued liabilities                     $   381,797
 Construction loan                         9,199,524

                                          10,541,614
 Members' equity                             616,876

                                         $11,158,490


                  Condensed Statement of Operations
                For the Year Ended December 31, 1995
(Unaudited)
 Revenues                                $   910,146
 Operating expenses                         (796,955)
 Other expenses, net                        (562,154)

                                          $ (448,963)
</TABLE>




                    INDEPENDENT AUDITORS' REPORT


Board of Directors and Members
Eagle's Landing LLC
Westminster, Colorado


We have audited the accompanying balance sheet of Eagle's Landing LLC
as of December 31, 1995, and the related statements of operations and
accumulated  deficit and cash flows for the year then  ended.   These
financial   statements  are  the  responsibility  of  the   Company's
management.   Our  responsibility is to express an opinion  on  these
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  financial
statements  are  free of material misstatement.   An  audit  includes
examining,  on  a  test basis, evidence supporting  the  amounts  and
disclosures  in  the  financial statements.  An audit  also  includes
assessing  the  accounting principles used and significant  estimates
made  by  management,  as well as evaluating  the  overall  financial
statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above  present
fairly,  in all material respects, the financial position of  Eagle's
Landing LLC as of December 31, 1995 and the results of its operations
and  its  cash  flows  for  the year then ended  in  conformity  with
generally accepted accounting principles.




                                  /s/ Brock and Company, CPA's, P.C.

Boulder, Colorado
October 10, 1996




                         EAGLE'S LANDING LLC
                                  
                            Balance Sheet
                          December 31, 1995

                               Assets
<TABLE>
<CAPTION>
<S>                                                  <C> 
Cash                                               $18,946

Tenant receivables                                  10,970

Property and equipment - at cost
  Land                                           1,201,395
  Buildings and contents (held for rental)      10,034,787
                                                11,236,182
  Less accumulated depreciation                   (271,626)
       Net property and equipment               10,964,556

Other assets
  Organizational costs                              12,393
  Prepaid loan acquisition fees                    205,151
                                                   217,544
  Less accumulated amortization                    (53,526)
       Net other assets                            164,018

                                              $ 11,158,490

                   Liabilities and Members' Equity

Accounts payable
  Trade                                       $     28,307
  Subcontractors                                   881,554
                                                   909,861

Deposits and advances from tenants
  Security deposits                                 41,800
  Prepaid rent                                       8,632
                                                    50,432

Accrued liabilities
  Property taxes                                    22,125
  Interest                                          64,780
  Special improvement district tax                 294,892
        Total accrued liabilities                  381,797

Construction loan                                9,199,524

      Total liabilities                         10,541,614

Members' equity
  Members' capital contributions                 1,071,107
  Accumulated deficit                             (454,231)
      Net members' equity                          616,876

                                             $  11,158,490
        
</TABLE>



                        EAGLE'S LANDING LLC
                                  
                     Statement of Operations and
                           Member's Equity
                    Year Ended December 31, 1995

<TABLE>
<CAPTION>
<S>                                          <C>
Revenues
  Rental income                           $836,745
  Other operating income                    73,401
                                           910,146

Operating expenses
  Depreciation and amortization            323,706
  Property management                      162,432
  Contract services                        143,394
  Utilities                                 70,515
  Marketing                                 58,504
  Property taxes                            13,633
  Tenant turnover                            9,418
  Repairs and maintenance                    7,802
  Insurance                                  7,551
                                           796,955

Income from operation                      113,191

Other income (expense)
  Interest income                            1,092
  Interest expense                        (563,246)
     Net other income (expense)           (562,154)

Net loss                                  (448,963)

Accumulated deficit, beginning of year      (5,268)

Accumulated deficit, end of year        $ (454,231)
</TABLE>

                         EAGLE'S LANDING LLC
                                  
                       Statement of Cash Flows
                    Year Ended December 31, 1995
          Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
<S>                                        <C>
Cash flows from operating activities
  Net loss                             $ (448,963)
  Adjustment to reconcile net loss to
   net cash provided by operating
   activities
    Depreciation and amortization         323,706
   Increase (decrease) from changes
    in assets and liabilities:
    Tenant receivable                     (10,970)
    Accounts payable                       35,109
    Deposits and advances received from
     tenants                               50,432
    Accrued liabilities                    86,905
      Net cash provided by operating 
       activities                          36,219

Cash flows from investing activities
  Construction of building and
   contents                            (4,667,587)
  Acquisition of intangible asset        (115,300)
     Net cash used in investing
      activities                       (4,782,887)

Cash flows from financing activities:
  Principal borrowings on
   construction loan                    4,758,911
      Net cash provided by financing
       activities                       4,758,911

Decrease in cash and cash equivalents     (12,243)

Cash and cash equivalents, beginning
 of year                                    6,703

Cash and cash equivalents, end of year  $  18,946
</TABLE>

Supplemental disclosure of cash flow information:
    The  Company  paid  $836,018 in interest costs  during  1995  and
capitalized $272,772.

Supplemental schedule of noncash investing and financing activities:
    In  connection  with the building construction, the  Company  has
$881,554 in construction payables
    outstanding at December 31, 1995.




                        EAGLE'S LANDING LLC
                                 
                   Notes to Financial Statements
                         December 31, 1995


Note 1 - Summary of Significant Accounting Policies

Organization and Operations

The  Company  is a Colorado limited liability company that  owns  a
multi-family   residential   apartment   community    located    in
Westminster,  Colorado.  The community consists  of  176  units  in
seven  buildings  that  are  leased primarily  to  individuals  and
generally  under  terms that do not exceed one year.   Construction
commenced in 1994 and was completed in October of 1995.

Use of Estimates in the Preparation of Financial Statements

The   preparation  of  financial  statements  in  conformity   with
generally  accepted  accounting principles requires  management  to
make estimates and assumptions that affect the reported amounts  of
assets  and  liabilities and disclosure of  contingent  assets  and
liabilities  at  the  date  of  the financial  statements  and  the
reported  amounts  of  revenues and expenses during  the  reporting
period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

The  Company considers all highly liquid debt instruments purchased
with  a  maturity  of three months or less to be cash  equivalents.
The  fair  value  of  cash and cash equivalents approximates  their
carrying amount.

Real Estate Costs

Costs  that  clearly  relate  to the acquisition,  development  and
construction of the community are capitalized.  Interest costs  are
capitalized  while  development and construction  is  in  progress.
Interest of $272,772 was capitalized in 1995.

Depreciation

Depreciation on buildings which are held for rental by the  Company
has  been computed using the straight-line method over 27.5  years.
Identifiable  components  of  the  building  such  as   appliances,
carpeting  and window treatments are depreciated using  accelerated
methods over lives ranging from 5 to 7 years.  Depreciation expense
for 1995 was $271,626.

Intangible assets

Cost  incurred in organizing the Company have been capitalized  and
are  being  amortized on the straight-line basis over  five  years.
Prepaid loan acquisition fees have been capitalized and are written
off on the straight-line basis over the life of the loan namely two
years  for  the  construction loan and ten years for the  permanent
loan  (see  notes  payable  and  subsequent  event).   Amortization
expense for 1995 was $52,080.

Advertising costs

Advertising  costs included in operating expenses, are expensed  as
incurred and were $23,978 for 1995.

Income Taxes

The  Company  is  treated as a partnership for federal  income  tax
purposes.   Consequently, federal income taxes are not payable,  or
provided  for,  by the Company.  Members are taxed individually  on
their share of the Company's earnings.  The Company's net income or
loss  is  allocated  among  the  members  in  accordance  with  the
operating agreement of the Company.

Term

The  Company  shall continue for a term of thirty  years  of  until
dissolved by any one of several events.


Note 2 - Related Party Transactions

One  of  the  Company's members is the sole owner  of  the  general
contractor responsible for construction of the apartment  community
known  as Eagle's Landing at Church Ranch.  Payments to the general
contractor in 1995 amounted to $3,510,997.

During  1995,  a  member who is also the manager  of  the  Company,
provided accounting and management services to the Company  without
charge.


Note 3 - Construction Loan Payable and Subsequent Event

In  June of 1994, the Company entered into an agreement with a bank
to borrow up to $9,200,000 at the bank's prime rate plus 1.5%.  The
Company was required to make monthly payments of interest only  and
all  principal  and accrued interest were due June 30,  1996.   The
construction loan was collateralized by the apartment community and
was  also  personally guaranteed by a member of the  Company.   The
construction loan was paid in full in January of 1996.

In  January of 1996, the Company entered into an agreement with  an
insurance  company  lender  to  borrow  $11,000,000  with  interest
calculated  at 7.5% per annum.  The proceeds were used to  pay  the
construction   loan   in  full,  pay  the  remaining   construction
liabilities due to certain subcontractors, pay certain loan closing
costs  with the remaining balance distributed to the members  as  a
distribution.   Payments in the amount of $79,281 are  due  monthly
commencing March 1, 1996 with the entire remaining unpaid principal
and   accrued  interest  due  February  1,  2006.   The   note   is
collateralized by a deed of trust, assignment of leases, rents  and
contracts,  security agreement and fixture filing on the  apartment
community known as Eagle's Landing at Church Ranch.

If  the  Company  should  choose to pay the  outstanding  principal
before  the  normal  due date, it may be liable  for  a  prepayment
premium  calculated by comparing the prevailing  interest  rate  as
defined in the deed of trust to the contract rate.

       Following are maturities of long-term debt for each  of  the
next five years:
<TABLE>
<CAPTION>
                 <S>                    <C>
                 Year                Amount

                 1996              $  108,319
                 1997                 139,214
                 1998                 150,021
                 1999                 161,668
                 2000                 174,218
                 Thereafter        10,266,560

                                $  11,000,000
</TABLE>

Note 4 - Property Management

On  June  8, 1994, the Company entered into a management  agreement
with  a  professional property manager.  The agreement is currently
month  to  month and may be terminated by either party upon  thirty
days  written  notice.  The property manager receives a  management
fee of 3.7% of monthly gross receipts.  The management fee for 1995
amounted to $33,803.


Note 5 - Commitments and Contingencies

The Company has entered into a letter of credit arrangement with  a
bank on behalf of the lender Insurance Company to induce the lender
to  close  and fund the loan.  This letter of credit is a guarantee
the  Company  will attain certain leasing and occupancy thresholds.
The  maximum  amount  guaranteed under  the  letter  of  credit  is
$220,000.

The  Company  leases various equipment and contracts  for  services
with vendors on a recurring basis.  These leases are primarily on a
month  to  month basis and are for such items as alarm  monitoring,
furniture rental, washers and dryers and landscaping.
                            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:  November 18, 1996



      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

November  18, 1996              /s/ Raymond N. Joeckel
                                Raymond   N. Joeckel
                              Principal Executive,  Accounting  and
                               Financial Officer and a director

November 18, 1996             /s/ Paul M. Joeckel
                              Paul M. Joeckel
                              Secretary and a director






November 18, 1994