FORM 10-KSB

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

     (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, 1997      

                                  OR

          [ ]  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 number                  0-17538            

                            WESTAMERICA CORPORATION              
          
          (Exact name of the registrant as specified in its
          charter)

                    Oklahoma                              73-1323822  
          State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization               Identification
                                                       No.)

          P.O. Box 40; Highway 75 North   Dewey, Oklahoma  74029      
     
          (Address of principal executive offices)       (Zip Code)

               Issuer's telephone number  918-534-1700  

     Securities registered pursuant to Section 12(b) of the Act:

     Title of each Class      Name of each exchange on which
                              registered

          None                              Not Applicable            
     

                                                                      
     

     Securities registered pursuant to section 12(g) of the Act:

               Common stock, par value $.01 per share                  
     
                           (Title of class)

                                                                       
     
                           (Title of class)

     Check whether the issuer (1) has filed Act reports required to be
filed by Section 13 or 15(d) of the Exchange during the past 12 months
(or for such shorter period that the registrant was required to file
such report), 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 and Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of the 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.[ ] 

     State the issuer's revenues for its most recent fiscal year
$1,585,000.

The aggregate market value of the voting stock held by non-affiliates
of the Registrant, computed by reference to the NASDAQ average bid and
asked price of such stock, as of June 28, 1997, was $3,652,732.
Note:  If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on
the basis of reasonable assumptions, if the assumptions are stated.

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practical date 3,119,504 .

                  DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated:  (1) any
annual report to security holders; (2) any proxy or information
statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c)
of the Securities Act of 1933 ("Securities Act").  The listed
documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended
December 24, 1990).

The Proxy Statement for Registrant's 1997 Annual Meeting of
Stockholders is incorporated by reference insofar as it relates to
Part III, Item 9, 10, 11, and 12.


<P>
ITEM I.  BUSINESS

(a)  Business Development

The Registrant was incorporated May 4, 1988 to consolidate the oil and
gas businesses, assets and operations of its predecessor corporation
with those of 11 limited partnerships.  

Effective April 18, 1994, the name of the Registrant (formerly ECC
Energy Corporation) was changed to WestAmerica Corporation (NASDAQ
symbol - WACC).

On December 30, 1994, the Company closed Oklahoma Resources General
Partnership (the Partnership) in which Additional General Partners
contributed $407,500 to the Partnership's capital and loaned the
Partnership $407,500 repayable in quarterly installments, plus
interest at 10.25% over three years.  A wholly owned subsidiary of the
Company is the Managing General Partner, and the Partnership notes
have been guaranteed by the Company.  The proceeds from the
Partnership offering were used primarily to fund a turnkey drilling
contract with the Company for the drilling of the wells.  The Managing
General Partner is responsible for the leasehold and tangible
equipment on the wells drilled by the Partnership, and contributed
three producing gas wells to the Partnership.  Partnership revenue and
expenses are allocated 50% to the Managing General Partner and 50% to
the Additional General Partners.

During the last half of calendar 1994, the Company acquired the entire
oil and gas leasehold interest in 7,448 contiguous acres in
Washington, Nowata and Rogers counties in Northeastern Oklahoma.  The
Company currently holds in excess of 27,000 acres of oil and gas
leases in the area, which include 112 wellbores with the potential for
successful completion in coalbed formations.  Production from those
wellbores will qualify for tax credits under Section 29 of the
Internal Revenue Code.

In December 1995, the registrant formed a partnership and a joint
venture in which joint venture partners contributed $888,000 to
recomplete wells in coalbeds in order to produce coalbed methane.  As
a result of these ventures 25 wells were recompleted.  The registrant
is the managing partner and recompletion contractor in these joint
ventures.  As part of the purchase price the registrant retains a
volumetric production payment which entitles it to the net proceeds
from the sale of a specified volume of natural gas.  In February 1996,
the registrant sold its interest in five producing properties to a
general partnership formed to acquire those interests.  Proceeds from
the sale were $350,000.  In December 1996, the registrant formed a
joint venture which acquired interests in properties and wellbores and
funded a recompletion contract in order to complete those wellbores in
coalbeds for the production of natural gas.  The joint venture was
capitalized for $542,000.  The registrant retained a volumetric
production payment which entitles it to the net proceeds from the sale
of a specified volume of natural gas produced from the wells owned by
the joint venture.

                                  -2-
<P>                               
On May 28, 1997, the Company completed the disposition of its
investment brokerage business segment by selling its issued and
outstanding stock of its wholly owned subsidiary WestAmerica
Investment Group, Inc. to an unrelated party for $443,000. 
WestAmerica Investment Company is a wholly-owned subsidiary of
WestAmerica Investment Group.  The net assets of WestAmerica
Investment Group had a carrying value of $744,000 as of March 31,
1997.  The carrying value has been reduced by $301,000 to the amount
realized on the sale of $443,000 which is reported in the balance
sheet as "net assets of discontinued operation."

(b) Business of Issuer

The Registrant is engaged in the oil and gas exploration and
production business primarily in the states of Oklahoma and Texas.  

CUSTOMERS AND MARKETS

Oil and Gas

The market for oil and gas production is dependent upon numerous
factors, including the availability of other domestic production,
crude oil imports, the marketing of competitive fuels, the proximity
of pipelines, general market conditions and fluctuation in supply and
demand for such production.  The sale of reserves found and produced
will be affected by fluctuating market conditions.  The oil production
of the Registrant is sold generally at or near the respective wells
where produced under short-term contracts at prevailing market prices. 
The gas production of the Registrant is sold under short term
contracts on varying terms, subject to the demand for gas. 
Historically, sales of natural gas have been made primarily to
pipelines marketing gas in the south central and southwest United
States to residential, commercial and light industrial purchasers.

The Registrant does not believe the loss of any current oil and gas
purchasers would have a materially adverse effect on its anticipated
operations.

COMPETITION

Oil and Gas

The oil and gas industry is highly competitive in all phases.  The
competitors of the Registrant in the exploration, development and
production of oil and gas include major oil companies in addition to
numerous independent oil and gas companies and individual proprietors. 
Many of these competitors possess and employ financial and personnel
resources exceeding those which are available to the Registrant.

GOVERNMENT REGULATION

General.  The Registrant's operations are affected from time to time
in varying degrees by political developments, laws and regulations. 
The Registrant is subject to general laws, rules and regulations that
govern all employers in the United States and in the states in which
it operates.

Oil and Gas The Registrant's oil and gas production operations are
affected by changes in tax and other laws relating to the petroleum
industry and by constantly changing administrative regulations.  Rates
of production of oil and gas have, for many years, been subject to 
                                  -3-
<P>                              
conservation laws and regulations, and the petroleum industry has been
subject to tax laws dealing specifically with it.  In addition, oil
and gas operations are subject to extensive regulation and to the
interruption thereof by government authorities because of ecological
and other considerations.  All of the jurisdictions in which the
Company operates have statutes and administrative regulations
governing the drilling and production of oil and gas.

Contracts.  The only parts of the Registrant's business which may be
subject to renegotiation of profits or termination of contracts or
subcontracts at the elections of the government are the oil and gas
leases granted by the United States of America, various states, and
other governmental authorities, such as the Bureau of Indian Affairs,
from which the Registrant's Osage County, Oklahoma leases have been
obtained.

Environmental Controls.  Governmental agencies of all states and the
United States maintain a close watch on the ecological impact of oil
and gas exploration and development activities and from time to time
require companies to take exceptional measures to prevent the
possibility of ecological disturbances.  Such measures may
substantially increase the cost of exploring for, developing and
producing oil and gas and may prevent or delay the commencement or
continuance of a given operation.  The existence of such controls has
not materially affected the Registrant's operations and the cost of
such compliance has not been significant to date.

Employees

The Registrant employs 12 persons including, one chief executive
officer, one director of field operations, one chief accountant, one
land and lease administrator, two accounting personnel and six field
personnel.  The Registrant also employs, on an as-needed basis, four
consultants:  a certified public accountant, a geologist, a
geophysicist/geologist and a petroleum engineer.

ITEM 2.   PROPERTIES

The Registrant maintains offices in Dewey, Oklahoma which consist of
6,000 square feet of office space, 5,000 square feet of shop and
equipment repair space and 3,000 square feet of warehouse space, all 
of which are located on 9.5 acres of land which includes equipment and
supply storage space.
                                   















                                  -4-
<P>                               

Quantities of proved Reserves.  The Registrant's net quantities of
proved developed oil and gas reserves all of which are located in the
United States are listed below.  Reserves were estimated by Charles L.
Simons, Independent Petroleum Engineer (see also disclosures under Oil
and Gas Reserves Information included in accompanying notes to
financial Statements).

               Proved developed reserves of oil (bbls.)

March 31, 1997                                             30,000
March 31, 1996                                             62,000
March 31, 1995                                             93,000

                Proved developed reserves of gas (MCF)

March 31, 1997                                            5,672,000   
March 31, 1996                                            6,551,000
March 31, 1995                                            1,594,000

Present Value of Proved Reserves.  The present value of the foregoing
quantities of oil and gas reserves as estimated by Charles L. Simons
at constant year-end prices discounted at 10%, net of applicable
income taxes, were as follows:

March 31, 1997                                         $   4,580,000
March 31, 1996                                         $   4,232,000
March 31, 1995                                         $     928,000

Production.  The Registrant's net oil and gas production for the time
periods specified below was from properties located within the United
States.

                                   OIL  (BBLS)         GAS  (MCF)

Year Ended March 31, 1997             7,000                128,000
Year Ended March 31, 1996             7,000                 75,000
Year Ended March 31, 1995             8,000                 73,000

Average sales price and production cost.  The Registrant's average
sales price per barrel of oil and MCF of gas and average production
cost per barrel(1) during the years specified were as follows:

                                                        AVERAGE
                                                       PRODUCTION
                              AVERAGE SALES PRICE       COST PER
                              OIL (BBLS) GAS (MCF)     BARREL  (1)

Year Ended March 31, 1997     $  21.07      $ 1.31       $   7.08
Year Ended March 31, 1996        16.96        1.01          12.70
Year Ended March 31, 1995        17.02        1.66          10.23
(1) Gas converted to oil on a BTU basis of 6,000 cubic feet per
barrel.

Oil and gas reserves information has not been reported to any other
federal agency since the beginning of fiscal 1997.


                                  -5-
<P>                               

Productive wells and acreage.  As of March 31, 1997, the Registrant
held interests in 105 gross productive wells (93 net productive wells)
including 10 gross productive oil wells (10 net oil wells), 95 gross
productive gas wells (83 net gas wells).  The productive wells are
located on 18,507 gross productive acres (15,308 net productive
acres).  The Registrant also holds interests in approximately 9,000
nonproductive acres.

Major oil and gas properties.  The following table provides
information regarding the Registrant's major oil and gas properties:

STATE
 AND                                                     PERCENT OF
FIELD                      PRODUCING WELLS               WESTAMERICA
NAME                  GROSS WELLS      NET WELLS          RESERVES  

Oklahoma
  Osage                    6             6.00                2.00%
  Smokerise               23            23.00                9.00%
  Oglesby                 69            58.50               83.00%

Texas
  Rice Institute           5             5.00                2.00%

All Other Fields           2              .51                4.00%


Drilling activities.  The Registrant engages in exploration and
development drilling both for itself and in association with third
parties.  Actual drilling operations are not conducted by the
Registrant and are usually conducted by third party drilling
contractors.  The Registrant may act as operator of the projects.

The following table provides information regarding the Registrant's
drilling activity:

                           Drilling Results

                         WELLS
                        DRILLED    NET EXPLORATORY     NET DEVELOPMENT
                          OR
                     RECOMPLETED

                    GROSS    NET    PRODUCTIVE   DRY   PRODUCTIVE   DRY  

Year Ended 3-31-97   16.00 14.50        -0-      -0-      13.50     -1-
Year Ended 3-31-96   47.00 35.00        -0-      -0-      34        -1-
Year Ended 3-31-95   14.00  7.00        -0-      -0-       7        -0-


ITEM 3.   LEGAL PROCEEDINGS

As of March 31, 1997, no legal actions of potential import to the
Registrant were pending.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
                                   
                                  -6-
<P>                               
PART II

ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Registrant's common stock is traded on the over-the-counter market
on the NASDAQ System under the symbol "WACC".  At March 31, 1997 the
Registrant had approximately 470 shareholders of record of its common
stock.  No dividends have been declared on the Registrant's common
stock and there are no plans to pay dividends in the foreseeable
future.

The high and low bid price for each quarter in the two fiscal years
ended March 31, 1997 reported by NASDAQ was as follows:

   Quarter Ended      High Bid          Low Bid

   March 31, 1997       1 7/8           1
   December 31, 1996    1 1/4           1 
   September 30, 1996   2 1/8           1
   June 30, 1996        2 1/8           1 3/8
   March 31, 1996       1 5/8           1 1/2
   December 31, 1995    1 5/8           1
   September 30, 1995   1 1/2           1 1/8
   June 30, 1995        1 5/8           1 1/2
   
The foregoing quotations reflect inter-dealer prices without retail
markup/markdown or commissions and may not represent actual
transactions.

The Registrant's Series A Preferred Stock, Series B Preferred Stock
and Conditional Common Stock Purchase Warrants are not traded on any
exchange.

The following information related to securities sold by the registrant
within the past three years without registering the securities under
the Securities Act.

   1. (a)  Year ended March 31, 1995, Series A Convertible Preferred   
           Stock, redeemable and cumulative, 9,300 shares.
      (b)  Underwriters - none
           Selling agent - WestAmerica Investment Group
      (c)  Cash received $93,000, commission $6,510
      (d)  Exempt under Regulation D, sold to accredited investors.

   2. (a)  December 31, 1995, working interests in qualified non-      
           producing natural gas wellbores and associated recompletion 
           contract, 15.5 - 100% working interests at $35,000 per 100%
           working interest.
      (b)  Underwriters - none
           Selling Agent - WestAmerica Investment Group
      (c)  Cash received $542,500, commissions $37,975.
      (d)  Exempt under Regulation D, sold to accredited investors and
           a limited number of qualified non-accredited investors.




                                   -7-
<P>                                

  3. (a)  Year ended March 31, 1996, 97.7 stock units and 93.7
           partnership units.  Each stock unit consists of 1,000
           shares of $.90 cumulative non-convertible Series B 
           Preferred stock and 1,000 Series A Conditional common
           stock purchase warrants exercisable at $3.00 before
           December 31, 1998.  Each partnership unit is comprised of
           a general partner interest in WestAmerica Production
           Partnership.

      (b)  Underwriters - none
           Selling agent - WestAmerica Investment Group
      (c)  Cash received $973,000, commissions $68,110.
      (d)  Exempt under Regulation D, sold to accredited investors and
           and a limited number of qualified non-accredited investors.

   4. (a)  December 31, 1996, working interests in qualified non-
           producing natural gas wellbores and associated recompletion
           contract, 15.5 - 100% working interests at $35,000 per 100%
           working interest.
      (b)  Underwriters - none.
      (c)  Cash received $542,500, commissions $37,975.
      (d)  Exempt under Regulation D, sold to accredited investors and
           a limited number of qualified non-accredited investors.

ITEM 6.(B)   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources.  A comparison of the Registrant's
balance sheet at March 31, 1997 with its balance sheet at March 31,
1996 shows that current assets decreased from $1,944,000 to
$1,137,000.  Cash and cash equivalents decreased from $1,025,000 on
March 31,1996, to $292,000 on March 31, 1997.  Current liabilities
decreased from $1,544,000 on March 31, 1996, to $945,000 on March 31,
1997.  The current ratio was 1.20:1 on March 31, 1997, compared with
1.26:1 on March 31, 1996.  The decrease in liquidity resulted from the
acquisition of property and equipment, primarily gas properties and
natural gas  transportation pipeline systems.  The property and
equipment - oil and gas properties asset totaled $4,782,000 at March
31, 1997, compared with $3,831,000 at March 31, 1996, an increase of
$951,000.

During the fiscal year ended March 31, 1997, the registrant issued
19.7 stock and partnership units in a private placement.  Each stock
unit consists of 1,000 shares of $.90 Cumulative Non-Convertible
Series B Preferred Stock and 1,000 Series A Conditional Common Stock
Purchase warrants.  Each partnership unit is comprised of a  general
partnership interest in WestAmerica Production Partnership.  Proceeds
of the stock and partnership unit placement were $183,000.  During the
fiscal year 1998 the registrant intends to continue to form joint
ventures which provide development capital by monetizing tax credits
available from producing its inventory of Section 29 tax credit
qualified wellbores.

Cash flow from operating activities declined to $393,000 in the fiscal
year ended March 31, 1997, compared to $503,000 in the fiscal year
ended March 31, 1996.  After the end of the fiscal year on May 28,
1997, the registrant sold 100% of the common shares of WestAmerica
Investment Company.  As a result the registrant recognized a loss on
disposal of business of $313,000 during the fiscal year ended March
31, 1997.
                                  -8-
<P>                               
In April 1997, the registrant was informed by the primary purchaser of
natural gas from the registrant's gas gathering system that gas
produced in the registrant's area of operation had outstripped the
purchaser's ability to transport and sell through its pipeline system
as it was then configured.  This caused the registrant and other
producers in its area of operation to curtail production and sale of
natural gas during periods of low local demand such as April, May and
June 1997.  The curtailment reduced gas sales by up to 90% in June
1997.  In May 1997, the registrant with three other area producers
formed a natural gas sales Co-op which reached agreement with the
primary purchaser to build a pipeline loop and compressor station
which will allow the Co-op to move gas from the pipeline suffering
from low demand into an interstate pipeline which benefits from
constant year round demand.  The pipeline loop and compressor station
is expected to be completed by August 1, 1997, which will enable the
registrant to sell 100% of its natural gas production on a year round
basis regardless of local demand.

The registrant continues to be alert to potential opportunities to
merge, acquire or be involved in any business opportunity which may
enchance shareholder value.

Results of operations Year ended March 31, 1997 compared to Year Ended
March 31, 1996.  Total revenues from current operations were
$1,585,000 for the year ended March 31, 1997, an increase of $76,000
compared to $1,509,000 for the year ended March 31, 1996.  Drilling,
recompletion and oil field service income was $760,000 for the year 
ended March 31, 1997, $498,000 less than was reported for the year
ended March 31, 1996.  Oil and gas sales totaled $787,000 for the year
ended March 31, 1997, an increase of $595,000 from the $192,000
reported for the year ended March 31, 1996.  The decrease in drilling,
recompletion and oil field service income was primarily the result of
lower recompletion contract revenue for recompleting Section 29 tax
credit qualified wellbores.  Offsetting that decline in revenue was an
increase in gas sales that resulted from the well recompletion
program.  Income from continuing operations totaled $258,000 for the
year ended March 31, 1997, compared to $239,000 for the year ended
March 31, 1996.

Costs and expenses were $1,327,000 or 84% of revenue for the year
ended March 31, 1997, compared to $1,270,000, also 84% of revenue, for
the year ended March 31, 1996.  Selling, general and administrative
expenses were $365,000 in the year ended March 31, 1997, versus
$338,000 in the year ended March 31, 1996.

Proved producing reserves of natural gas totaled 5.7 billion cubic
feet (bcf) at March 31, 1997, versus 6.5 bcf at March 31, 1996. 
Reserves of crude oil were 30,000 barrels at March 31, 1997, versus
62,000 barrels at March 31, 1996.  The .8 bcf decrease in gas reserves
resulted from downward revisions of previous estimated of 2.3 bcf,
sales of minerals in place of .7 bcf less extensions and new
discoveries of 2.2 billion cubic feet.  A total of 16 gross (14.5 net)
wells were drilled or recompleted during the year ended March 31,
1997.  The registrant's drilling, recompletion and gathering system
construction activities were financed primarily by a Series B
Preferred stock offering which raised $1,006,000 and from cash flow
from operations.  The registrant plans to continue the development of
its leasehold position in Northeast Oklahoma by drilling new wells to
the productive coal seams underlying those leases and by recompleting
abandoned wells which have penetrated various coal seams.
                                  -9-
<P>
With the exception of historical information; many of the matters
discussed in this report are forward-looking statements that involve
risks and uncertainties and actual results could differ materially
from those discussed.  Generally, these statements relate to future
developments in the Company's markets, anticipated growth of the
Company and its business and the Company's future results.  As with
any forward-looking statement, these statements are subject to a
number of factors that may tend to influence the accuracy of the
statements and projections on which the statements are based.  All
phases of the Company's operations are subject to a number of
influences outside the control of the Company, any one which or a
combination of which could materially affect the results of the
Company's operations.  These include such things as changes in the
trends and development of domestic natural gas production,
transportation, marketing and consumption, prices of natural gas and
crude oil production, adverse changes in the competitive environments
for oil and gas exploration, development and production; changes in
applicable rules and regulations to which the Company's operations are
subject, the availability of a market for natural gas, any material
changes in technology of natural gas production or transportation, the
availability of a trained labor force at a reasonable cost, costs and
expenses of materials and supplies and the availability of financing
and required capital resources.  There could be other currently
unforeseen factors or developments that could materially affect the
results of the Company's operations.

ITEM 7.   FINANCIAL STATEMENTS

       See financial statements which follow pages F-1 through F-16


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  
          AND FINANCIAL DISCLOSURES

        NONE


PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference from the Registrant's proxy statement for
its 1997 annual meeting of stockholders.

ITEM 10.  EXECUTIVE COMPENSATION

Incorporated by reference from the Registrant's proxy statement for
its 1997 annual meeting of stockholders.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Incorporated by reference from the Registrant's proxy statement for
its 1997 annual meeting of stockholders.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference from the Registrant's proxy statement for
its 1997 annual meeting of stockholders.

                                 -10-
<P>                               

ITEM 13.   Exhibits.

   No exhibits are required to be filed as part of this report.

   (b).  Reports on Form 8-K

            1.  Form 8-K filed October 19, 1993 reported on the        
                  acquisition of shares of WestAmerica Investment      
                  Group, Inc.
         
             2.   Form 8-K filed on March 25, 1994 reporting on the    
                  sale of certain assets of it's wholly owned          
                  subsidiary, Impulse Gifts   and Accessories, Inc.


             3.   Form 8-K filed on June 7, 1996 reporting acquisition 
                  of restricted common stock of Casmyn Corporation.































                                 -11-
<P>
                              SIGNATURES


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

                                            WESTAMERICA CORPORATION
                                            BOARD OF DIRECTORS



                                                                       
  June 27, 1997                                /s/ E.R. Foraker        
        Dated                                  E.R. Foraker, President



                                             /s/ William F.Groszkruger
                                               William F. Groszkruger



                                              /s/ Robert M. Coleman   
                                               Robert M. Coleman






























                                 -12-
<P>
ITEM 7.  FINANCIAL STATEMENTS

                     INDEPENDENT AUDITORS' REPORT

Board of Directors
WestAmerica Corporation

We have audited the accompanying consolidated balance sheet of
WestAmerica Corporation as of March 31, 1997 and the related
consolidated statements of operations, stockholders' equity and cash
flows for the two years in the period 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 audits.  We did not audit the financial statements of
WestAmerica Investment Company, a wholly owned subsidiary and
discontinued business segment.  WestAmerica Investment Company's net
assets of $443,000 are included in "Net assets of discontinued
operations" in the consolidated balance sheet.  WestAmerica Investment
Company's statements were audited by another auditor whose reports
have been furnished to us, and our opinion, insofar as it relates to
the amounts included for WestAmerica Investment Company, is based
solely on the reports of the other auditor.

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 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 audits and reports of the other auditor provide a
reasonable basis for our opinion.

In our opinion, based on our audits and the reports of another
auditor, the financial statements referred to above present fairly, in
all material respects, the financial position of WestAmerica
Corporation as of March 31, 1997 and the results of its operations and
its cash flows for the two years in the period then ended in
conformity with generally accepted accounting principles.


TULLIUS TAYLOR SARTAIN & SARTAIN

/s/ Tullius Taylor Sartain & Sartain

Tulsa, Oklahoma
June 27, 1997



                                  F-1
<P>
                             George Brenner
                      CERTIFIED PUBLIC ACCOUNTANT
                  9300 WILSHIRE BOULEVARD, SUITE 550
                   BEVERLY HILLS, CALIFORNIA  90212
                                             TELEPHONE (310)276-8845
                                             FAX       (310)276-5933

                   REPORT OF INDEPENDENT ACCOUNTANT

Board of Directors
WestAmerica Investment Company
Scottsdale, Arizona

I have audited the accompanying statement of financial condition of
WestAmerica Investment Company (DBA WestAmerica Investment Group) as
of March 31, 1996 and related statements of income, cash flows, and
changes in shareholder's equity for the fifteen months ended March 31,
1996.  These financial statements are being filed pursuant to Rule 17
a-5 of the Securities Exchange Act of 1934 and include the
supplemental schedule of the net capital computation required by rule
15c3-1.

These financial statements are the responsibility of WestAmerica
Investment Company's management.  My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with the generally accepted
auditing standards.  Those standards require that I 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.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, such financial statements referred to above present
fairly, in all material respects, the financial condition of
WestAmerica Investment Company as of March 31, 1996 and the
supplemental schedule of net capital computation at March 31, 1996 and
the results of its operations, cash flows, and changes in
stockholder's equity for the fifteen months then ended in conformity
with generally accepted accounting principles.

                                          /s/ George Brenner
                                         George Brenner, C.P.A.
Beverly Hills, California
May 3, 1996

                                     F-2
<P>
                            George Brenner
                      CERTIFIED PUBLIC ACCOUNTANT
                  9300 WILSHIRE BOULEVARD, SUITE 550
                    BEVERLY HILLS CALIFORNIA  90212
                                               TELEPHONE  (310)276-8845
                                               FAX:       (310)276-5933

                   REPORT OF INDEPENDENT ACCOUNTANT

Board of Directors
WestAmerica Investment Company
Scottsdale, Arizona

I have audited the accompanying statement of financial condition of
WestAmerica Investment Company (DBA WestAmerica Investment Group) as
of March 31, 1997 and related statements of income, cash flows, and
changes in shareholder's equity for the year then ended.  These
financial statements are being filed pursuant to Rule 17 a-5 of the
Securities Exchange Act of 1934 and include the supplemental schedule
of the net capital computation required by rule 15c3-1.

These financial statements are the responsibility of WestAmerica
Investment Company's management.  My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted by audit in accordance with the generally accepted
auditing standards.  Those standards require that I 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.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, such financial statements referred to above present
fairly, in all material respects, the financial condition of
WestAmerica Investment Company as of March 31, 1997 and the
supplemental schedule of net capital computation at March 31, 1997 and
the results of its operations, cash flows  and changes in
stockholder's equity for the year then ended in conformity with
generally accepted accounting principles.

                                                 /s/ George Brenner
                                                George Brenner, CPA

Beverly Hills, California
May 3, 1997





                                  F-3
<P>
                       WESTAMERICA CORPORATION

                      CONSOLIDATED BALANCE SHEET
                        (Dollars in Thousands)


Assets                                                  March 31, 1997
Current assets:
  Cash and cash equivalents                                $     292
  Accounts receivable:
     Trade                                                       213
     Oil and gas partnership (Note 6)                            236
     Other                                                        43
  Notes receivable                                                89
  Inventories                                                    264  
Total current assets                                           1,137

Property and equipment:
  Oil and gas properties, successful efforts method            4,782
  Transportation, drilling and other equipment                   554
  Land and buildings                                             950
  Less accumulated depreciation, depletion and
     amortization                                             (3,704) 

                                                               2,582

Net assets of discontinued operations (Note 9)                   443

Other assets                                                     216  

Total assets                                              $    4,378  





















            See notes to consolidated financial statements.

                                  F-4
<P>

                        WESTAMERICA CORPORATION

                      CONSOLIDATED BALANCE SHEET
                        (Dollars in Thousands)

                                              March 31, 1997 

Liabilities and Stockholders' Equity
Current liabilities:                     
  Notes payable                                 $    62
  Notes payable - stockholders                       63
  Accounts payable and accrued expenses             431
  Prepaid drilling
    and well recompletion contracts (Note 7)        389   

Total current liabilities                           945  

Deferred income                                      27
Notes payable                                       490
Notes payable - stockholders                         73

Stockholders' equity:
  Preferred stock, $.01 par value, 1,000,000
    shares authorized:
       Series A convertible preferred stock
          redeemable and cumulative, 100,000 shares
          outstanding, $1,000,000 liquidation
          preference                                  1
      Series B preferred stock redeemable
         and cumulative, 121,700 shares
         outstanding, $1,095,300 liquidation
         preference                                   1
  Common stock, $.01 par value, 10,000,000
    shares authorized; issued
        3,119,504, outstanding
        3,117,574                                    31
  Additional paid-in capital                      6,448
  Deficit                                        (3,636)
  Treasury stock, at cost -
    1,930 shares                                     (2)  

Total stockholders' equity                        2,843   

Total liabilities and
  stockholders' equity                          $ 4,378   








            See notes to consolidated financial statements
                                    F-5
<P>
                          WESTAMERICA CORPORATION

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                          (Dollars in Thousands)

                                              Year ended March 31,
                                              1997            1996  

Revenues:
  Oil and gas sales                           $  787         $  192
  Drilling, recompletion
    and service income                           760          1,258
  Interest and other                              38             59  

                                               1,585          1,509

Costs and expenses:
  Oil and gas operations                         564            639
  Expired and surrendered leases                   -             65
  Selling, general and administrative            365            338
  Depreciation, depletion and amortization       337            160
  Interest                                        61             52
  Other                                            -             16 

                                               1,327          1,270  

Income from continuing operations                258            239   
Discontinued operations:
  Income from operations of
    discontinued business                         70              3
  Loss on disposal of business                  (313)             - 

Net income                                        15            242  
Less preferred stock dividend                   (186)          (117)
Net income (loss)applicable
  to common stock                             $ (171)        $  125 

Earnings per common share:
  Income from continuing operations             $ .02         $ .04  

  Net income (loss) applicable
    to common stock                             $(.06)         $.04  

Weighted average common shares outstanding    3,005,631    2,967,523 










              See notes to consolidated financial statements.

                                    F-6
<P>
                           WESTAMERICA CORPORATION

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          (Dollars in Thousands)
<TABLE>
<CAPTION>
                                             Additional   Retained
                          Preferred   Common    Paid-in    Earnings Treasury
                           Stock      Stock    Capital    (Deficit)    Stock  Total  
<S>                          <C>        <C>     <C>       <C>         <C>    <C> 
Balance, March 31, 1995      $  1       $ 29    $5,602    $(3,893)    $(19)  $1,720 

Issuance of preferred stock     1          -       808          -        -      809 

Issuance of common stock        -          1        50          -        -       51 

Cancellation of treasury stock  -          -       (17)         -       17        - 


Preferred stock dividends       -          -      (117)         -        -     (117)


Net income                      -         -          -        242        -      242  


Balance, March 31, 1996         2        30      6,326     (3,651)      (2)   2,705  


Issuance of preferred stock     -         -        197          -        -      197

Issuance of common stock        -         1        111          -        -      112

Preferred stock dividends       -         -       (186)         -        -     (186)

Net income                      -         -          -         15        -       15  


Balance, March 31, 1997       $ 2      $ 31     $6,448    $(3,636)    $ (2)   $2,843 
</TABLE>  
















              See notes to consolidated financial statements

                                    F-7
<P>
                         WESTAMERICA CORPORATION

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in Thousands)

                                                Year ended March 31,
                                                 1997          1996     

Cash Flows from Operating Activities
Net income                                    $    15         $   242 
Adjustments to reconcile net income
  to net cash provided by
  operating activities                   
    Depreciation, depletion and
       amortization                               337             160
    Loss on disposal of discontinued
       business                                   313               -
    Loss on sales of assets                         7              59 
    Increase in receivables                      (196)           (235)
    Decrease (increase) in other assets          (109)              9 
    Increase in accounts payable,
       drilling and well completion advances
       and accrued expenses                        26             268  

Net cash provided by
   operating activities                           393             503   

Cash Flows from Investing Activities
Purchases of marketable securities                (68)            (68)
Proceeds from sales of marketable
  securities                                      121              13
Expenditures for property and
   equipment                                     (902)           (946)  
Proceeds from sales of property
   and equipment                                    -             119  
Net cash used in investing
  activities                                     (849)           (882) 
   
Cash Flows from Financing Activities
Repayment of bank borrowing                       (50)            (21) 
Proceeds from bank borrowing                      115             108
Decrease in notes payable to stockholder          (34)              - 
Proceeds from preferred stock offering            197             860
Dividends paid                                   (186)           (117) 

Net cash provided by financing
  activities                                       42             830  
Net increase (decrease) in cash and
  cash equivalents                               (414)            451 
Cash and cash equivalents, beginning
  of year                                         706             574  
Cash and cash equivalents, end of year            292           1,025  
Cash of discontinued operations                     -            (319) 
Cash and cash equivalents of continuing
  operations                                  $   292         $   706    




              See notes to consolidated financial statements.
                                    F-8
<P>
                          WESTAMERICA CORPORATION


                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               TWO YEARS IN THE PERIOD ENDED MARCH 31, 1997


Note 1 - Summary of Significant Accounting Policies
     
     Basis of presentation

The consolidated financial statements include the accounts of
WestAmerica Corporation (the "Company"), its wholly owned subsidiaries
and its general partner interests in oil and gas producing
partnerships.

All significant intercompany transactions and balances have been
eliminated.

     Management estimates

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

     Inventories

Inventories consist of oil field supplies and are carried at the lower
of average cost or market.

    Oil and Gas Properties

The Company follows the successful efforts method of accounting for
oil and gas producing activities.  Under this method, proved property
acquisition costs, costs of productive exploratory wells and all
developments costs (including lease acquisition, tangible and
intangible costs) are capitalized.  The costs of drilling exploratory
wells are initially capitalized as wells in progress and are expensed 




                                    F-9
<P>
if the wells are determined to be nonproductive.  Upon the sale of
property, the cost of the property and accumulated depreciation,
depletion and amortization are removed from the accounts and any gain
or loss is recognized.  Depreciation, depletion and amortization of
oil and gas properties is computed on a property-by-property basis
using the unit-of-production method based upon estimated proved oil
and gas reserve quantities determined by a petroleum engineer. 
Valuation allowances are provided if the net capitalized costs of oil
and gas properties exceed their estimated realizable values based on
the undiscounted future net revenues.

     Land, buildings and equipment

Land, buildings and equipment are stated at cost.  Depreciation of
buildings and non-oil and gas producing equipment is determined using
the straight-line and accelerated methods over their estimated useful
lives.

     Revenue recognition for drilling and recompletion contracts

Revenues from fixed-price drilling contracts are recognized on the
percentage of completion method commencing when progress reaches a
point where experience is sufficient to reasonably estimate final
results.  Percentage-of-completion is measured by the percentage of
costs incurred to date to estimated total costs for each contract. 
The Company sells gas producing properties subject to the obligation
to recomplete the wells located thereon.  Revenue is recognized when
the wells have been successfully recompleted and are ready to produce.

     Income taxes

Income taxes are accounted for in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes."
Deferred income taxes are provided for differences between the basis
of assets and liabilities for financial statement and income tax
purposes.  These differences result primarily from capitalization of
intangible drilling costs only for financial statement purposes, and
differences between depreciation, depletion and amortization recorded
in the financial statements and in the tax return.  The Company will
recognize the benefits of net operating loss and investment tax credit
carryforwards in the year the tax benefits are realized unless
realization is determined to be probable in an earlier year.









                                   F-10
<P>
      Statement of cash flows

For the purposes of the statement of cash flows, the Company considers
all highly liquid investments with an original maturity of three
months or less to be cash equivalents.

Amounts paid for interest were $61,000 and $52,000 for the years ended
March 31, 1997 and 1996, respectively.

     Earnings (loss) per common share

Net income (loss) per common share is computed based on the weighted
average number of common and common equivalent shares outstanding. 
The effects of warrants and convertible preferred stock would be
antidilutive and therefore are not considered in the computations.

Note 2 - Notes Payable

Notes payable consist of the following (dollars in thousands):

Floating rate (10.75% at March 31, 1997) bank note
  payable in monthly installments of $4,432 including
  interest, due March, 2000, collateralized by the
  Company's real estate and 341,466 shares of the
  Company's common stock owned by the Company's
  president                                                     $362
Bank note payable in monthly installments of $2,129,
  including interest at 10% due April 1, 2000,
  collateralized by equipment                                     67
Floating rate (9.25% at March 31, 1997) bank note
  payable in monthly installments of $1,814, including
  interest, due May 2001, collateralized by equipment             75
Note payable in monthly installments of $700 including
  interest at 10.5% due September 2001, collateralized
  by vehicles                                                     30
Other                                                             18 

                                                                 552
Less amount due in one year                                       62 

Notes payable - noncurrent                                      $490 

The carrying amounts of the Company's borrowings under its debt
obligations approximate their fair values.








                                   F-11
<P>
Notes payable -stockholder consist of the following (dollars in        
  thousands):

Note due January 2, 1998 requiring monthly
  payment of $4,465 including interest at
  9%, collateralized by equipment                               $ 63
Note bearing interest at 10% without stated
  repayment terms, classified as noncurrent                       73  

                                                                 136
Less amount due in one year                                       63  

Notes payable to stockholder - noncurrent                       $ 73  

Annual maturities are (in thousands): 1998 - $125; 1999 - $142; 2000 -
$382; 2001 - $30; 2002 - $9.

Note 3 - Income Taxes

At March 31, 1997, tax net operating loss carryforwards of
approximately $2,400,000 expiring in 2002 through 2011, percentage,
depletion carryforwards of approximately $680,000 and approximately
$83,000 of investment tax credit carryforward are available to reduce
income taxes in future years.  Approximately $755,000 of the net
operating loss carryforward is subject to separate return limitation
rules.

For financial reporting purposes, the tax effects of temporary
differences, net operating losses, and percentage depletion and
investment tax credit carryforwards have not been recognized and will
reduce the financial tax provision when they are realized.

Any deferred tax asset resulting from these tax carryforwards and
temporary differences would be eliminated by a valuation allowance
since realization does not meet the "more probable than not" criteria
of Statement of Accounting Financial Standards No. 109.

Note 4 -  Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash equivalents
and accounts receivable.  The Company places its cash in high quality,
federally insured, financial institutions.  At times, the Company may
have uninsured cash deposits with a brokerage firm.  Accounts
receivable are primarily from major oil and gas purchasers.  The
company does not require collateral, monitors the credit worthiness of
its customers and has not experienced any significant bad debts.






                                   F-12
<P>

Note 5 - Stockholders' Equity

During fiscal 1996 and 1997, the Company issued 121.7 stock Units and
115.7 Partnership Units in a private placement.  Each stock unit
consists of 1,000 share of $.90 cumulative non-convertible Series B
Preferred Stock and 1,000 Series A Conditional Common Stock Purchase
Warrants.  Each Partnership Unit is comprised of a general partner
interest in WestAmerica Production Partnership.  Proceeds of the Stock
Units were $1,027,000, net of commissions and offering expenses. 
Proceeds of the Partnership Units were $107,900, net of expenses.

The Series B preferred shares have a liquidation preference of $9 per
share and are redeemable at the option of the Company, commencing
December 1, 1996, in whole or in part, initially at a redemption price
of $10 per share and thereafter at prices declining to $9 per share,
on or after December 1, 2006.

The Common Stock Purchase Warrants issued with the units entitle the
holder, conditioned upon compliance with applicable securities laws at
the time of exercise, to purchase common shares for $3 per share,
subject to adjustment in certain circumstances, through December 31,
1998.  Warrants to purchase an additional 31,820 shares of common
stock for $1.00 per share, expiring December 31, 1998, have been
issued to employees.

The Series A convertible preferred shares have a liquidation
preference of $10 per share and are convertible at any time, unless
previously redeemed, into common shares of the Company at the rate of
5.6 common shares for each convertible preferred share.  The Series A
preferred shares are redeemable at the option of the Company, at any
time, in whole or in part, initially at a redemption price of $11 per
share and thereafter at prices declining to $10 per share, on or after
January 1, 2004.

Dividends on the shares of Series A and Series B preferred stock are
cumulative and payable quarterly at an annual rate of $.90 per share.

Note 6 - Oil and Gas Partnerships

During 1995, Oklahoma Resources General Partnership (the Partnership)
was formed with Oklahoma Resources Corporation (ORC), a wholly owned
subsidiary of WestAmerica, as the Managing General Partner.  Under the
Partnership agreement, the Managing General Partner bears the cost of
all leasehold and equipment while the Additional General Partners bear
the intangible development costs.  ORC contributed leasehold and
equipment costing approximately $180,000 to the Partnership in
exchange for its 50% Partnership interest.  Additional General
Partners contributed $407,500 for their 50% Partnership interests and
loaned the Partnership $407,500.  The notes bear interest at 10.25%
per annum, are repayable in quarterly installments over three years,  








                                   F-13
<P>
and are guaranteed by the Managing General Partner.  ORC will be
reimbursed for the administrative costs and overhead expenses directly
related to management and operations of the Partnership, up to 3% of
the total gross revenue of the Partnership.

The Partnership entered into a drilling contract with WestAmerica to
drill 26 wells for the Partnership.  In 1997 and 1996, WestAmerica
recorded drilling contract revenue of $69,000 and $509,000,
respectively, and drilling costs of $39,000 and $298,000,
respectively, exclusive of indirect costs.

During 1997 and 1996, most of the partnership's gas wells were shut-in
awaiting pipeline connection, and the Partnership had insufficient
cash flow to make the Additional General Partner loan payments.  The
Company advanced the Partnership approximately $115,000 and $121,000,
in 1997 and 1996, respectively, included in accounts receivable -
related parties, to meet the Additional General Partner loan
obligations.  The advances are recoupable from future Partnership cash
flow.

The objective of the WestAmerica Production Partnership (see Note 5)
is to invest in producing natural gas properties, production from
which qualifies for federal income tax credits for the production of
coal seam gas pursuant to Section 29.

Note 7 - Section 29 Income Tax Credit Program

During 1996, the Company began a program of leasing properties upon
which existing non-producing wells are located, the gas production
from which is "coal seam gas" qualifying for tax credits under Section
29 of the Internal Revenue Code.  The Company sells the working
interests in these properties for cash and the right to retain a
portion of the proceeds from the gas produced from the property.  The
Company is obligated to recomplete the wells into the coal seam. 
After recompletion and testing to determine the production capability
of the well, the Company records the revenue on the property sale, net
of well recompletion costs.  In 1997 and 1996, the Company recorded
$408,000 and $754,000 respectively, of revenue from the sales of
Section 29 tax credit properties.  In addition, the current liability
for prepaid drilling and well completion contracts includes $389,000
of proceeds from such sales for which the recompletion obligations had
not been met as of March 31, 1997.

Note 8 - Profit Sharing Plan

In fiscal 1997, the Company formed a 401(K) benefit plan which is
available to all employees who meet age and service requirements.  The
Company is not obligated to make any contributions but may make
voluntary contributions.  No contribution was made in 1997.

Note 9 - Discontinued Operations

On May 28, 1997, the Company completed the disposition of its
investment brokerage business segment by selling its issued and
outstanding stock of its wholly owned subsidiary WestAmerica
Investment Group, Inc. to an unrelated party for $443,000. 
WestAmerica Investment Company is a wholly-owned subsidiary of
WestAmerica Investment Group.  The net assets of WestAmerica
Investment Group had a carrying value of $744,000 as of March 31,
1997.  The carrying value has been reduced by $301,000 to the amount
realized on the sale of $443,000 which is reported in the balance
sheet as "Net assets of discontinued operation."
                                   F-14 
<P>
A summary of operations of the discontinued business segment follows:

                                             (Dollars in Thousands)
                                                1997        1996    

Revenue                                      $ 3,376       $ 3,858
Expenses                                       3,306         3,855  
Net Income                                   $    70      $      3 


Results of operations for the period April 1 through May 28, 1997 are
not material.


Note 10 - Commitments and Contingencies

The Company has made unsecured advances of $154,000 to a limited
partnership in which it is a limited partner.  These advances are
included in other assets in the accompanying consolidated balance
sheet.  The company has also guaranteed limited partnership debt of
$1,268,000, which is secured by partnership property.

Note 11 - Related party Transactions

The Company acquired a working interest in a producing oil property
from shareholders of the Company in exchange for 112,213 shares of the
Company's common stock.  It also exchanged certain producing wells
with the Company's President.

The Company operates a gas pipeline gathering system for which it
charges a transportation fee in the form of a percentage of gas
transported.  Certain wells owned by Oklahoma Resources General
Partnership, certain other partnerships and the Company's President
are charged fees based on the Company's pipeline operating costs.

The Company provides certain services for which it is compensated,
related to oil and gas properties owned by its President.  Included in
accounts payable is $126,000 owed to the Company's President at March
31, 1997, resulting from gas revenue collected and proceeds from a
property sale, less operating expenses.


















                                   F-15
<P>
Note 12 - Oil and Gas Information

Capitalized costs relating to oil and gas producing activities are as
follows (dollars in thousands):

                                                       March 31,
                                                  1997           1996 
 

Proved oil and gas properties                   $4,782         $3,821
Less accumulated depreciation,
  depletion and amortization                     2,455          2,189 


Net capitalized costs                            $2,327        $1,632 


Costs incurred in oil and gas producing activities are as follows
(dollars in thousands):
                                                 Year ended March 31,
                                                 1997           1996   


Exploration and development
  costs                                          $  929        $  935 
Property acquisition costs                       $  112        $    -

Results of operations for oil and gas producing activities are as
follows (dollars in thousands):

                                                  Year ended March 31,
                                                 1997           1996  


Oil and gas sales                                $  787        $  192

Lease operating costs                              (306)         (212)

Production taxes                                    (19)           (9)

Depreciation, depletion, and
  amortization                                     (268)          (80) 


Results of operations
  for oil and gas 
  producing activities
  (excluding overhead and
  financing costs)                               $  194       $  (109)











                                   F-16
<P>
Note 13 - Oil and Gas Reserves Information (Unaudited)

Following are the Company's estimates of proved oil and gas reserves. 
All reserves are located in the United States and were estimated in
accordance with guidelines established by the Securities and Exchange
Commission which require that reserve estimates be prepared under
existing economic and operating conditions with no provision for price
and cost escalations except by contractual arrangements.

Company management emphasizes that reserve estimates are inherently
imprecise and that estimates of new discoveries are more imprecise
than those of producing oil and gas properties.  Accordingly, the
estimates are expected to change as additional information becomes
available in the future.

The following table sets forth the Company's proved oil and gas
reserves at March 31, 1997 and 1996 together with the changes therein:

                              Changes in Proved Reserves (Unaudited)


                                    1997                1996       
                                 Oil      Gas        Oil     Gas
                                (Bbl)    (Mcf)      (Bbl)    (Mcf) 
                                                 (In Thousands)

Proved reserves,beginning
  of year                         62   6,551          93    1,594
Revisions of previous
  estimates                      (26) (2,277)(2)     (24)     (48)
Extensions and discoveries         -   2,158(1)        -    5,100(1)
Purchases of minerals in place     -     233           -        -
Production                        (6)   (315)         (7)     (75)
Sales of minerals in place         -    (678)          -      (20)

Proved reserves, end of year      30   5,672          62    6,551 

Proved developed reserves:
  Beginning of year               62   6,551          93      617
  End of year                     30   5,672          62    6,551

(1)   Reserve extensions and discoveries resulted primarily from
      activities of Oklahoma Resources General Partnership (see Note 6)
      and Section 29 income tax credit program (see Note 7).

(2)   Downward revisions of previous estimates resulted from
      reevaluation after production history for wells that had
      previously been evaluated using volumetric methods.









                                   F-17
<P>
         Standardized Measure of Discounted Future Net Cash Flows
                  Relating to Proved Reserves (Unaudited)

                                                     1996       1995   
                                                       (In Thousands)  

Future cash inflows                                  $11,081  $11,219
Future production and
  development costs                                   (3,829)  (3,858) 
Future income tax expense                                  -        -  


Future net cash flows                                  7,252    7,371 
Annual discount (10%) for
  estimated timing of cash flows                      (2,672)  (3,139) 


Standardized measure of discounted
  future net cash flows                              $ 4,580   $4,232  


       Changes in Standardized Measure of Discounted Future Net Cash
                  Flows from Proved Reserves (Unaudited)


                                                    Year ended March 31,
                                                     1997         1996   
                                                      (In Thousands)   

Sales of oil and gas produced,
  net of production costs                       $   (136)    $  (55)
Net changes in price and
  production costs                                   153        297 
Revisions of quantity estimates                   (1,487)       (84)
Extensions and discoveries                         1,706      3,163
Net changes from purchases and
  sales of minerals in place                        (204)        (2)
Accretion of discount                                423         93
Other                                               (107)      (108) 

Changes in standardized measure                      348      3,304 
Standardized measure, beginning
  of period                                        4,232        928   

Standardized measure, end of
  period                                          $4,580     $4,232  













                                   F-18
<P>
The standardized measure of discounted future net cash flows from
proved reserves is computed by applying year-end prices of oil and gas
(with consideration of price changes only to the extent provided by
contractual arrangements) to the estimated future production of proved
oil and gas reserves.  Estimated future expenditures to be incurred in
producing the reserves are based on year-end costs.  Estimated future
income tax expenses to be incurred on pretax net cash flows less tax
basis of the properties and available carryforwards and credits are
based on end of period statutory tax rates.  The estimated future net
cash flows are discounted at ten percent a year to reflect estimated
timing of future cash flows.



































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