UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC  20549

                                        FORM 10-K

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934.

For the Fiscal year ended September 30, 1995

OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934.

Commission File Number 0-8835

                            TAURUS PETROLEUM, INC.
              (Exact name of registrant as specified in its charter)


           Colorado                                         84-0736215
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)

     10100 Reunion Place, Suite 630, San Antonio, Texas             78216  
         (Address of Principal Executive offices)                (Zip Code)


Registrant's telephone number, including area code:          (210) 525-1599 
        

Securities registered pursuant to Section 12(b) of the Act: Not Applicable

Securities registered pursuant to Section 12(g) of the Act:
                               Common Stock, $0.001 par value
                                        (Title of class)

Indicate by check mark whether the registrant (l) 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  [  ]   

The aggregate market value as of December 15, 1995, of voting stock held by 
non_affiliates of the registrant (based upon the average bid and asked price) 
was $105,166.

Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Sections 12, 13, or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a plan 
confirmed by a court. 
                           Yes  [X]              No  [  ]   

As of December 15, 1995,  59,954,042 shares of the registrant's Common Stock 
were outstanding.


<PAGE>
PART I.
ITEM L. BUSINESS

GENERAL DEVELOPMENT OF THE COMPANY

      Taurus Petroleum, Inc. ("TPI" or the "Company") is an independent oil 
and gas  exploration, development and production company with headquarters in 
San Antonio, Texas. In April, 1977 Taurus Oil Corporation was organized in 
Colorado.  In November, 1984 Taurus Oil Corporation and The Methane Gas 
Company were merged into TPI under Chapter 11 of the Bankruptcy Reform Act of 
1978, as amended.  In January, 1987 TPI acquired Ridgeway Exco, Inc. as a 
wholly owned subsidiary.  TPI owns interest in 67 productive oil and gas wells 
located in Texas, Louisiana, Wyoming, Oklahoma, and Montana, and operates 39 

of the wells. 

      TPI sold 1 well during fiscal 1995.        

Financial Information about Industry Segments
 
      The Company is engaged solely in the oil and gas exploration and 
production business in the continental United States.  The Company has no 
other industry segments.

Narrative Description of Business

      The Company was formed to engage in oil and gas exploration and 
production.  TPI occasionally buys and sells, or otherwise acquires, oil and 
gas leases and participates with others in drilling oil and gas wells.  The 
Company also occasionally buys, sells, or otherwise acquires existing oil and 
gas production.  When crude oil and natural gas are discovered and produced by 
TPI or its partners, the resulting products are sold at the well head to crude 
oil purchasers and pipeline companies in the immediate area where production 
originates.

Markets and Customers

      The principal markets for oil are refineries and crude oil transmission 
companies which have facilities near TPI's producing properties.  The 
principal markets for gas are companies which have pipelines located near gas 
producing properties.  TPI has purchasers for its present production and does 
not anticipate difficulty in finding purchasers for any new production; 
however, the availability of markets for oil and gas and the prices obtained 
for production depends upon a number of factors beyond TPI's control.  Such 
factors include but are not limited to the availability of pipelines and other 
means of transportation, Federal and State regulations on the production, 
transport and sale of oil and gas, weather conditions and gas proration.

      Information relating to major purchasers of the Company's products is 
included in Note 5 to the Notes to Consolidated Financial Statements included 
in Item 8.

      There presently exists a steady market for any oil that may be produced 
by the Company; therefore, the loss of any major oil purchaser would not be 
detrimental to the Company.  The market for oil continues to be volatile, 
posted prices during the past calendar year have ranged from $ 15.48 to $ 
18.18 per barrel for West Texas Intermediate, a benchmark price. The posted 
price for West Texas Intermediate on December 1, 1995 was $16.75 per barrel.  
During fiscal 1995 the average oil price received by the Company was $ 16.67 
per barrel as compared to $14.31 in fiscal 1994 and $14.81 per barrel in 
fiscal 1993.
<PAGE>

  Average gas prices received by the Company decreased to $ 1.35 for fiscal 
1995 as compared to $1.76 per MCF for fiscal 1994.  The Company had realized a 
$ 1.81 per MCF average in fiscal 1993.  Gas prices stabilized during fiscal 
1994 and 1993 as compared to the extremely volatile market in the preceding 
fiscal year of 1992. On December 1, 1995 January natural gas settled at $ 1.97 
per MMBtu. In fiscal 1994 the same contract settled at $1.65 per MMBtu.   

Seasonal Nature of Business

      The Company's business may be deemed seasonal to the extent that natural 
gas demand normally increases during winter months.  Also, any operational 
repairs or enhancements may be curtailed during winter months.

Working Capital

      The Company's working capital are generated primarily from the sale of 
its oil and gas production and overhead reimbursement.  The amount of oil and 
gas sold is dependent on market conditions, production capacity, weather 
conditions, and other factors related to extraction of minerals.  As of 
September 30, 1995 the Company had a negative working capital of $ 155,938. 
The Company's increase in negative working capital is primarily due to the 
increase in accounts payable to Validus Operating, Inc. for management fees.

  
Backlog Orders

      The Company does not have any backlog orders.

Government Contracts

      The Company's business is not subject to renegotiation or termination of 
contracts or subcontracts at the election of the Government.

Competition

      Oil and gas exploration and the acquisition of producing and undeveloped 
properties is a highly competitive and speculative business.  TPI does not 
hold a significant competitive position in the oil and gas industry.  In 
seeking suitable opportunities TPI competes with a number of other companies, 
including large oil and gas companies with greater financial resources and 
technical  capabilities.  These companies may have a competitive advantage in 
acquiring suitable properties for exploration, contracting for drilling 
equipment and hiring qualified personnel.

      TPI's success in increasing its reserves depends on its ability to 
select, acquire and market suitable drilling prospects or conclude favorable 
mergers or acquisitions of producing properties.

Governmental Regulation

      The oil and gas industry is subject to extensive Federal and State 
regulation governing both the conduct of operations and the marketing of 
hydrocarbons once production is established.  Matters which are subject to 
Federal or State control include permits to drill, the location of wells and 
limitations on production for conservation.  The economics of oil and gas 
exploration and development are particularly sensitive to changes in tax laws 
and administrative regulations relating to the petroleum industry, and it is 
not possible to predict future changes in the laws and their effects on TPI.

Environmental Law Compliance

      The Federal Government and various State governments have laws and 
regulations regarding the control of contamination of the environment which 
may require the acquisition of a permit before drilling commences, prohibit 
drilling activities on certain lands lying within wilderness areas where 
pollution may arise, and impose substantial penalties for pollution resulting 
from drilling operations.  Violation of environmental laws and regulations may 
result in the imposition of fines and, in certain circumstances, the entry of 
an order for the abatement of the conditions or suspension of the activities 
giving rise to the violation.  Although TPI is subject to these regulations, 
TPI does not believe its business operations presently impair environmental 
quality.  Compliance with environmental laws could have an adverse effect upon 
the capital expenditures, earnings and competitive position of TPI.  Since 
<PAGE>

inception TPI has not made any material capital expenditures for environmental 
control facilities and has no plans to do so.

Persons Employed by Registrant

      As of December 15, 1995, the Company had no full-time employees.

Item 2.  Properties

Reserves

      The following table sets forth the estimated quantities of proved 
reserves for TPI as of September 30, 1995, 1994, and 1993, and the present 
value of estimated future net revenues from these reserves on a non_escalated 
basis, discounted by ten percent per year.  The estimate of proved reserves 
and related valuations were determined by an independent petroleum engineering 
firm. 

<TABLE>
<CAPTION>
Proven Reserves
                                           September 30,           
                                 1995          1994          1993
<S>                               <C>           <C>           <C>
____________________________________________________________________ 
Proved oil reserves (Bbls)      6,203        32,434        24,190
Proved gas reserves (MCF)   1,029,354     1,039,861       980,009
Present value of estimated                                                 
Future net revenues          $368,936      $673,720      $706,580
____________________________________________________________________
</TABLE>

      For additional information pertaining to the Company's reserves, see 
Note 7 to the Notes to Consolidated Financial Statements included in Item 8.

      No estimates of proved oil or gas reserves were filed with or included 
in reports to any other Federal authority or agency since the beginning of the 
last fiscal year.  The Company's future oil reserves dropped due to the sale 
of one oil property.  The drop in future revenue is due largely to longer life 
expectancy of current gas wells resulting in more expenses and a very low 
future gas price estimated at $ 1.23.  The January price is currently $ 1.97.

Production

      The table below sets forth information with respect to TPI's producing 
oil and gas properties for the fiscal years ended September 30, 1995, 1994, 
and 1993.


<TABLE>
<CAPTION>
Year Ended September              1995       1994      1993
______________________________________________________________
<S>                                <C>        <C>       <C>
Production                                                                 
 Oil and condensate (Bbls.)      3,380      5,696     6,285
 Gas (MCF)                      61,227     88,893    90,945
Average sales prices                                                       
 Oil and condensate ($/Bbls.)   $16.67     $14.31    $14.81
 Gas ($/MCF)                      1.35       1.76      1.81
Average production cost                                                    
($/per equivalent Bbls.)          8.56       5.51      7.37
______________________________________________________________
</TABLE>

<PAGE>
      Productive wells, developed acreage and undeveloped acreage in which TPI 
owns interests are located in the United States and consisted of the following 
as of September 30, 1995:
<TABLE>
<CAPTION>
                                GROSS        NET
__________________________________________________
<S>                               <C>         <C>
Oil wells                         37         19.6
Gas wells                         30         17.2
Developed acreage             12,843        4,992
Undeveloped acreage              250         27.6
___________________________________________________
</TABLE>

Drilling Activity

       The company participated in the development of a waterflood in Wyoming 
and rework of outside operated properties.                                 

Delivery Commitments

      The Company is not obligated to provide a fixed or determinable quantity 
of oil or gas in the future under any contract or agreement. 

Item 3.  Legal Proceedings

     No legal proceedings currently exist. 

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

      There were no matters submitted during the fourth quarter of fiscal 1995 
to a vote of security holders, through the solicitation of proxies or 
otherwise.

PART II

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

Holders

      As of December 15, 1995, there were approximately 5,000 stockholders of 
record and 59,954,042 shares of TPI's Common Stock, $.001 par value, 
outstanding.  

Dividends

      The Company has never paid dividends on its Common Stock.

<PAGE>
Market Information

      The Company's Common Stock is traded on the over-the-counter market and 
the quotes are carried in the "pink sheets".  There are very few trades in the 
Company's common stock.  The following sets forth the range of high and low 
closing bid prices of the Common Stock from October l, 1993, through November 
30, 1995.  These prices are believed to be representative inter-dealer 
quotations, without retail markup, markdown or commissions, and may not 
represent actual transactions.

<TABLE>
<CAPTION>
                                            High               Low
                                          Bid     Ask        Bid      Ask
___________________________________________________________________________
<S>                                       <C>     <C>         <C>     <C>

October 1 through November 30, 1995     .001      .02        .001     .02
Quarter ended September 30, 1995        .001      .02        .001     .02 
Quarter ended June 30, 1995             .001      .02        .001     .02 
Quarter ended March 31, 1995            .001      .02        .001     .02 
Quarter ended December 31, 1994         .001      .02        .001     .02 
Quarter ended September 30, 1994        .001      .02        .001     .02 
Quarter ended June 30, 1994             .001      .02        .001     .02 
Quarter ended March 31, 1994            .001      .02        .001     .02 
Quarter ended December 31, 1993         .001      .02        .001     .02 
_________________________________________________________________________
</TABLE>
<PAGE>   

Item 6.  Selected Financial Data

      The following table includes certain selected financial data of TPI for 
the fiscal years indicated:
<TABLE>
<CAPTION>
                      1995        1994        1993        1992        1991   
___________________________________________________________________________
<S>                    <C>         <C>         <C>         <C>         <C>
Operating                                                                     
 revenue           $151,073    $249,183    $271,441    $315,564    $383,539 
Net loss           (137,056)   ( 83,119)   (111,250)   (139,333)   (223,386)
Net loss per                                                                  
 common share          (.00)       (.00)       (.00)       (.00)       (.01)
Cash dividends                                                                
 per common              -           -           -           -           -  
 share                                                                        
Total assets        360,880     449,027     478,847     537,174     607,748 
Long_term debt,                                                               
 net of current                                                               
 portion             92,358     112,623     127,515          -           -    
______________________________________________________________________________
</TABLE>

Item 7.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Results of Operations

      Consolidated net losses were $137,056, $ 83,119 and $111,250 for fiscal 
1995, 1994 and 1993, respectively.  Operating revenue decreased $ 98,110 
during fiscal 1995, and decreased $ 22,258 during fiscal 1994 as compared to 
fiscal 1993.  The decrease in operating revenue in fiscal 1995 was due to the 
decrease in the price the Company received for its gas along with a reduction 
in the quantities of oil and gas production due primarily to the natural 
production decline in the Company's properties and the disposal of one 
producing property.                        

<PAGE>
      The Company produced 3,380 barrels of oil during fiscal 1995 as compared 
to 5,696 barrels in fiscal 1994 and 6,285 in fiscal 1993.  Gas production in 
fiscal 1995 was 61,227 MCF as compared to 88,893 MCF in fiscal 1994 and  
90,945 MCF in fiscal 1993.  The decrease in oil production is due to the aging 
of the Company's oil properties combined with the continued disposition of 
wells.  The reduction in gas production is attributed to the natural aging of 
the gas properties.  The average price received during fiscal 1995 was $16.67 
per barrel, up from the average price per barrel of $14.31 for the prior year. 
 The average price received per MCF of gas in fiscal 1995 was $1.35, a 
decrease of $0.41 as compared to fiscal 1994.  The fiscal 1994 price decreased 
$0.05 to $1.76 from $1.81 received in fiscal 1993.

      Administrative overhead revenue in fiscal 1995 decreased $1,544 compared 
to fiscal 1994. This decrease is the result of the loss of administrative 
overhead from properties that have been sold or plugged.

      Lease operating expenses for the Company were $121,043, $117,700 and 
$163,829 for fiscal 1995, 1994 and 1992, respectively.  The increase in 1995 
as compared to fiscal 1994 is primarily due to lease operating increases on a 
waterflood project in Wyoming and a large expenditure for pollution abatement 
on outside operated properties in Texas.

      The Company's depreciation and depletion ("D&D") expense decreased by 
$ 7,155 in fiscal 1995 as compared to 1994.  The decrease in fiscal 1994 and 
fiscal 1995 was the result of production volumes being a smaller percentage of 
reserves .

      The Company's general and administrative expenses decreased by $ 4,319 
in fiscal 1995.  This decrease is associated with managements continued 
efforts to reduce expenses.

      Interest expense increased to $10,468 in fiscal 1995 as compared to $ 
7,656 and $ 4,369 in fiscal 1994 and 1993, respectively. This is the result of 
the Company converting a portion of its management fee payable to long-term 
debt in December of 1992.
  
      For the fiscal year 1995, the Company sold one property. The Company 
sold no producing properties in fiscal 1994 and one in fiscal 1993.             
                                                                             
Liquidity and Capital Resources

      The Company's current liabilities exceed current assets by $155,938 at 
September 30, 1995 as compared to a negative working capital of $52,607 at 
September 30, 1994.  

      The Company had a negative cash flow of $103,819 (Net income plus 
depreciation and depletion) during fiscal 1995 as compared to the negative 
cash flows of $ 42,727 for fiscal 1994 and $ 51,593 for fiscal 1993.  The 
negative cash flows in fiscal 1995, 1994 and 1993 were funded by loans from 
its controlling shareholders, existing cash, issuance of Common Stock and sale 
of one property.    

      On December 7, 1992 the Company issued 20,000,000 shares of TPI Common 
Stock to Validus Operating, Inc. ("Validus") at $.005 per share as 
consideration for $100,000 of the management fees payable to Validus. In 
addition, TPI converted a portion of the management fee payable of $99,000 to 
a long-term note.  Also, on September 30, 1993 TPI converted $50,000 of the 
management fee payable to Validus to long-term note.  Validus has represented 
that it will require payment of future management fees and the notes payable 
only to the extent of available cash flow of TPI.

       In addition, on December 7, 1992, the Company issued 2,000,000 shares 
of newly issued TPI Common Stock to Brian Cornish at $.005 per share as 
consideration for the $10,000 owed to Mr. Cornish. 

      The Company's primary source of cash, other than normal operations, has 
been through the issuance of Common Stock, and if needed, cash from the sale 
of property and equipment will be used to provide cash flow.  

<PAGE>
       Management is aware that positive steps are needed to increase the 
Company's size.  Management is pursuing various options to attract capital. 
The options being considered include, further infusions of cash and producing 
oil and gas properties by the controlling shareholders, bank debt secured by 
the Company's producing oil and gas properties, and acquisitions and mergers 
with other oil and gas producing companies.  The Company has also implemented 
a program managing outside properties for a management fee.   

Item 8.  Financial Statements and Supplementary Data

      The information required by this item starts on the next page.

<PAGE>



                               TAURUS PETROLEUM, INC.
                                  AND SUBSIDIARIES

                                 Financial Statements

                          Submitted in Response to Item 8
                       for the Year Ended September 30, 1995


<PAGE>
                Report of Ernst & Young LLP Independent Auditors


Board of Directors and Stockholders
Taurus Petroleum, Inc.

We have audited the consolidated financial statements of Taurus Petroleum, 
Inc. and subsidiaries listed in the accompanying index to consolidated 
financial statements (Item 14(a)).  Our audits also included the financial 
statement schedule listed in the Index at Item 14(a).  These financial 
statements and schedule are the responsibility of the management of Taurus 
Petroleum, Inc.  Our responsibility is to express an opinion on these 
financial statements and schedules based on our audits.

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 provide a reasonable basis 
for our opinion.

In our opinion, the consolidated financial statements listed in the 
accompanying index to financial statements (Item 14(a)) present fairly, in all 
material respects, the consolidated financial position of Taurus Petroleum, 
Inc. and subsidiaries at September 30, 1995 and 1994, and the consolidated 
results of their operations and their cash flows for each of the three years 
in the period ended September 30, 1995, in conformity with generally accepted 
accounting principles.  Also, in our opinion, the related financial statement 
schedule, when considered in relation to the basic financial statements taken 
as a whole, presents fairly in all material respects the information set forth 
therein.

The accompanying financial statements have been prepared assuming that Taurus 
Petroleum, Inc. will continue as a going concern.  As more fully described in 
Note 1, the Company has incurred recurring operating losses and has a working 
capital deficiency.  These conditions raise substantial doubt about the 
Company's ability to continue as a going concern.  The financial statements do 
not include any adjustments to reflect the possible future effects on the 
recoverability and classification of assets or the amounts and classification 
of liabilities that may result from the outcome of this uncertainty.


                                                  ERNST & YOUNG LLP

San Antonio, Texas
January 4, 1996
<PAGE>

<TABLE>
TAURUS PETROLEUM, INC.
AND SUBSIDIARIES

Consolidated Balance Sheets
September 30, 1995 and 1994

<CAPTION>
Assets                                              1995           1994   
Current assets:                               ____________   ___________   
<S>                                                  <C>            <C> 
    Cash and cash equivalents                  $    2,174       $    900 
    Accounts receivable:
       Joint interest owners, net of allowance
         for doubtful accounts of $17,009 in
         1995 and $13,792 in 1994                   5,650          5,887 
       Oil and gas sales                           24,809         52,274 
                                                 __________     __________
      Total accounts receivable                    30,459         58,161 

    Other current assets                           17,163         24,892 
                                                 __________    __________ 
      Total current assets                         49,796         83,953 

Property and equipment, at cost:
    Oil and gas properties, successful
     efforts method (Notes 1 and 7)
       Unproved oil and gas properties             17,285         17,285 
       Proved oil and gas properties            2,145,930      2,210,173 
    Other                                          36,110         36,110 
                                                __________    ___________
                                                2,199,325      2,263,568 
    Less accumulated depreciation 
       and depletion                            1,888,241      1,898,494 
                                                __________   ___________
       Net property and equipment                 311,084        365,074 
                                               __________    ___________       
Total Assets                                   $  360,880     $  449,027 
                                               ___________   ____________
Liabilities and Stockholders' Equity         
Current Liabilities:
     Accounts payable-trade                    $   61,000     $   23,090 
     Accounts payable-related parties (Note 6)    107,396         69,600 
     Current portion of notes payable-related
     parties (Notes 2 and 6)                       21,922         14,892 
     Undistributed oil and gas sales               13,451         28,291 
     Other current liabilities                      1,965            687 
                                                __________    ___________
          Total current liabilities               205,734        136,560 

Notes payable-related parties, net of current
 portion (Notes 2 and 6)                           92,358        112,623 

Stockholders' equity (Note 4):
  Common Stock, par value $.001; authorized
    200,000,000 shares; issued 60,307,749 shares   60,307         60,307 
      in 1995 and in 1994
  Additional paid-in capital                    3,082,328      3,082,328 
  Accumulated deficit (since date of 
    reorganization in November 1984)           (2,997,274)    (2,860,218)
                                               ____________   ___________   
                            
                                                  145,361        282,417 
  Less treasury stock, 353,707 shares at cost     (82,573)       (82,573)
                                                 __________   ___________   
                                   
           Total stockholders' equity              62,788        199,844 
                            
                                                ___________    __________
Total liabilities and stockholders' equity      $ 360,880      $ 449,027 
                                             _____________   ______________   
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
TAURUS PETROLEUM, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended September 30, 1995, 1994 and 1993
<CAPTION>
                                             1995        1994        1993  
                                           ______      ______      ______
<S>                                          <C>         <C>         <C>

Operating revenue:
  Oil and gas sales (Note 1)           $ 141,545    $ 238,111   $ 257,671 
  Administrative overhead                  9,528       11,072      13,770 
                                       __________   _________   _________  
                                         151,073      249,183     271,441 

Costs and operating expenses:
  Lease operating, including taxes       121,043      117,700     163,829 
  Depreciation and depletion              33,237       40,392      59,657 
  General and administrative              33,558       37,877      47,830 
  Management agreement (Note 6)          120,000      120,000     120,000 
  Bad debt provision                       8,811        8,681        - 
                                       __________  __________  __________   

                                         316,649      324,650     391,316 
                                       __________  __________  __________

         Loss from operations           (165,576)     (75,467)   (119,875)

Other income (expense):
  Interest expense                       (10,468)      (7,656)     (4,369)
  Gain on sale of property 
      and equipment                       37,723         -          6,750 
  Other                                    1,265          4         6,244 
                                       __________  __________  __________
                                          28,520       (7,652)      8,625 

         Net loss                     $ (137,056)   $ (83,119)  $(111,250)
                                       ___________ ___________ ___________
Net loss per common share               $   (.00)    $   (.00)   $   (.00)
Weighted average number of             ___________ ___________ ___________
    common shares outstanding          59,954,042   59,954,042  55,915,685 
                                      ___________ ___________  ___________
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
TAURUS PETROLEUM, INC.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity

Years Ended September 30, 1995, 1994 and 1993
<CAPTION>
  
                                                Addi-                                     Total
                                                tional                         Less       stock_  
                           Common Stock         paid-in        Accumulated     treasury   holders'
                        Shares       Amount     capital        deficit         stock      equity  
<S>                      <C>          <C>         <C>          <C>              <C>         <C>
Balances, Sep-
tember 30, 1992        38,307,749   $ 38,307   $ 2,994,328  ($2,665,849)    ($ 82,573)   $ 284,213    

Common Stock
issued for reduction
 of Accounts Payable   22,000,000     22,000        88,000         -             -         110,000 
                       __________  __________  ____________  ____________  ___________ ___________
Net Loss                     -          -             -      (  111,250)         -        (111,250)

Balances, Septem-
  ber 30, 1993         60,307,749   $ 60,307   $ 3,082,328  $(2,777,099)    $ (82,573)   $ 282,963

Net loss                     -          -             -         (83,119)         -         (83,119)
                      ___________  __________  ___________  _____________  ___________  ____________
Balances Septem-
  ber 30, 1994         60,307,749   $ 60,307   $ 3,082,328  $(2,860,218)    $ (82,573)  $ 199,844

Net Loss                     -          -             -        (137,056)         -       (137,056)
                      ___________  ___________  __________  ____________   ___________  ____________
Balance, Septem-
  ber 30, 1995         60,307,749   $ 60,307   $ 3,082,328  $(2,997,274)    $ (82,573)  $  62,788
                      ___________  ___________  __________  ____________   ___________  ____________
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
TAURUS PETROLEUM, INC.
AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended September 30, 1995, 1994 and 1993
<CAPTION>
                                               1995         1994        1993  
                                               _____        _____       _____
<S>                                             <C>          <C>         <C>
Cash flows from operating activities:
  Net loss                                 $(137,056)   $ (83,119)  $(111,250)
  Adjustments to reconcile net loss
   to net cash used in operations:
     Depreciation and depletion               33,237       40,392      59,657 
     Gain from sale of property
     and equipment                           (37,723)        -         (6,750)
     Bad debt provision                        3,217        8,681        -    
     Other changes in current assets and
       liabilities relating to operations     94,358       52,660      56,577 
                                            _________   _________   _________   
   Net cash provided by (used in) 
      operating activities                   (43,967)      18,614      (1,766)
Cash flows from investing activities:
  Proceeds from sale of property 
     and equipment                            70,000         -          6,750 
  Capital expenditures                       (11,524)      (3,470 )      -    
                                            __________   _________   _________ 
    Net cash provided by (used in)
     investing activities                     58,476       (3,470)      6,750 
Cash flows from financing activities:
  Note payments                              (13,235)     (21,485)       -    
                                           ___________   __________   ________ 
    Net cash (used in)
     financing activities                    (13,235)     (21,485)       -    
                                           ___________   __________   ________
     Net increase (decrease) in cash           1,274       (6,341)      4,984 
Cash and cash equivalents:

  Beginning of year                              900        7,241       2,257 
                                            _________   _________    _________
  End of year                               $  2,174     $    900    $  7,241 
                                         ____________  __________  ___________
Supplemental disclosure of cash
  flow information-
        Cash paid during the 
        year for interest                   $  9,190     $ 11,963       $  63 
Supplemental schedule of noncash 
  investing and financing activities:
    Conversion of accounts payable
       to common stock                       $  -         $  -      $ 110,000
    Conversion of accounts payable 
       to note payable                       $  -         $  -      $ 149,000
    Purchase of oil and gas properties
      for reduction in accounts receivable   $  -        $ 11,490     $  -    
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

TAURUS PETROLEUM, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements
September 30, 1995, 1994 and 1993

(1)Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts 
of Taurus Petroleum, Inc. ("TPI" or the "Company") and its wholly owned 
subsidiaries.  The Company's only significant subsidiary is Ridgeway 
Exco, Inc. ("Ridgeway").  All intercompany balances and transactions have 
been eliminated in consolidation.

These financial statements have been prepared on the "going concern" 
basis, which presumes that the (Company) will be able to realize its 
assets and discharge its liabilities in the normal course of business for 
the foreseeable future.

The Company's continuation as a "going concern" is dependent on the 
establishment of profitable operations, and upon either the continued 
financial support of the principal shareholder or upon the ability of the 
Company to raise additional capital.  Management is pursuing various options to
attrect capital, including infusions of cash and producing oil and gas 
properties and mergers.  The  outcome of these matters cannot be predicted at 
this time.  These financial statements do not include any adjustments to the 
amounts and classification of assets and liabilities that might be necessary 
should the Company be unable to continue in business.
 
Property and Equipment

The Company follows the successful efforts method of accounting for its 
oil and gas producing activities.  Under this method of accounting, all 
property acquisition costs and well costs of exploratory and development 
wells are capitalized when incurred, pending determination of whether the 
well will be productive.  If any exploratory well is nonproductive, the 
capitalized costs of drilling the well, net of any salvage value, are 
charged to expense. The cost of development wells are capitalized, 
whether the well is productive or nonproductive. Unproved properties are 
assessed periodically to determine whether there has been a decline in 
value, and if such decline is indicated, a loss is recognized.  
Geological and geophysical costs and the costs of carrying and retaining 
undeveloped properties, including delay rentals, are expensed as 
incurred.

Depreciation and depletion are computed separately on each individual 
prospect.  Proved property leasehold and mineral rights are depleted on 
the unit-of-production method over the estimated total proved reserves of 
the individual prospects.  Completed well costs are depreciated on the 
unit-of-production method over the estimated proved developed reserves of 
each well.

The Company uses the present value of net revenue from proved oil and gas 
reserves, based on constant prices in assessing the recorded net investment 
in proved oil and gas properties.

Depreciation of other property and equipment is computed on the straight line
method over estimated useful lives ranging from 5 to 10 years. 

Federal Income Taxes

The Company records income taxes under Financial Accounting Standards 
Board Statement No. 109 using the liability method (See Note 3).  Under 
this method, deferred tax assets and liabilities are determined based on 
differences between financial reporting and tax bases of assets and 
liabilities and are measured using the enacted tax rates and laws that 
will be in effect when the differences are expected to reverse.  Prior to 
the adoption of Statement No. 109, income tax expense was determined 
using the deferred method.  Deferred tax expense was based on items of 
income and expense that were reported in different years in the financial 
statements and tax returns and were measured at the tax rate in effect in 
the year the differences originated.

<PAGE>
     Loss Per Common Share

     Loss per common share was computed by dividing the net loss by the weighted
average number of common shares outstanding during the respective periods.

Cash Equivalents

For purposes of the statement of cash flows, all highly liquid investments 
with original maturities of three months or less are considered to be cash 
equivalents.

Oil and Gas Sales

The Company recognizes revenue for its oil and gas sales when produced and 
delivered to the purchaser. 

Sale or Disposition of Oil and Gas Properties

Gain or loss at time of the disposition is determined on an individual 
property basis.

Gas Balancing

The Company recognizes the sale of gas when the gas is produced and delivered
to the purchaser. At this time the Company's exposure with respect to gas 
imbalances is minimal. The Company has no gas imbalance situations involving 
its operated properties. Outside operated properties may have gas imbalance 
situations. However, if present, the effect to the Company would be minimal, 
due to the Company's small ownership in outside operated properties.   

(2)Notes Payable  

Notes payable consist of unsecured notes in the original amounts of $99,000 
and $50,000 due in monthly installments through 2002 and 2004 respectively.  
The notes are payable to Validus Operating, Inc. and bear interest at the 
prime rate, six and one half percent at September 30, 1995.  See note 6 for 
additional information regarding payment terms.   

At September 30, 1995, maturities of the notes during each of the next four 
years amount to approximately $14,900.   

(3)Income Taxes

Effective October l, 1992, the Company changed its method of accounting for 
income taxes from the deferred method to the liability method required by 
FASB Statement No. 109, "Accounting for Income Taxes".  As permitted under the
new rules, prior years' financial statements have not been restated.  There 
was no cumulative effect of adopting Statement No. 109 as of October 1, 1992.

Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  There are no significant
temporary differences.

Deferred tax assets consist of the Company's net operating losses.  Due to 
past operating losses and the probable limitations on the future use of the 
operating loss carryforwards as discussed below, a valuation allowance to 
offset the deferred tax assets has been established at September 30, 1995.

The Company has combined net operating loss (NOL) carryforwards to fiscal 
year ending September 30, 1996, for Federal income tax purposes of approximately
$6,625,000.  Approximately $2,710,000 of TPI's NOL carryforwards and $14,000 
of unused investment tax credits relate to the period prior to November 19, 
1984, the date of reorganization.  In the year these benefits are utilized, 
the benefit will be accounted for as a credit to stockholders' equity.  NOLs 
existing at July 15, 1987, approximately $5,325,000, including approximately 
$2,000,000 relating to Ridgeway prior to its acquisition by TPI are limited 
due to Section 382 of the Internal Revenue Code (the Code) as revised by the 
Tax Reform Act of 1986.  Section 382 limits the amount of combined carryforwards
<PAGE>

which can be utilized to approximately $100,000 per year. Although additional 
common stock has been issued, management believes that the NOLs arising after
July 15, 1987, of approximately $1,300,000 are currently not subject to the 
Section 382 limitation. Should it be determined that an ownership change has 
occurred, a further limitation on the utilization of the Company's NOL will 
occur.  The Ridgeway NOL's are also subject to the separate return limitation 
years rule.  The remainder of the NOL carryforwards not utilized to offset 
future taxable income will expire at various dates through 2008.  

The Company also has combined unused investment tax credits of approximately 
$14,327.  These credits are subject to certain limitations as set forth in 
Section 382 of the Code.  If the investment tax credit carryforwards are not 
utilized, they will expire at various dates between 1995 and 2000.


(4)Stock Options and Compensation

On April 24, 1986, the Board of Directors of TPI adopted the 1986 Incentive 
Stock Option Plan (the "Option Plan"), reserving 500,000 shares for issuance 
under the Option Plan.  Under the Option Plan, the Board of Directors may 
grant options to the officers and key employees of TPI and its subsidiaries. 
As of September 30, 1991 all options granted under this plan have expired.  
At September 30, 1995, options to purchase 500,000 shares remain available 
for grant under the Plan.

(5)Major Customers

Sales to individual customers which as a percentage of total revenue exceeded
10% were as follows:

<TABLE>
<CAPTION>
                                                   Years Ended September 30,     
Customer                                           1995      1994     1993 
________                                           __________________________
<S>                                                 <C>       <C>      <C>
Detroit of Texas (Gulf Coast Pipeline)              44%       55%      40%
Enron Oil Trading & Transportation(EOTT)            17%       24%      20%
Longhorn Production                                 10%       11%       6%
Citizen National Gas Company                         5%        7%      12%
 
</TABLE>

(6)Related Party Transactions

Brian E. Cornish and Associates ("BECA"), an investment company controlled by 
Brian E. Cornish, advanced $10,000 to TPI in April, 1990.  On December 7, 1992 
the Company issued 2,000,000 shares of Common Stock at $.005 to Brian E. Cornish
in consideration for the amount owed. 

TPI is operated by Validus Operating, Inc. (Validus) under a Management 
Agreement, which was originally effective April 1, 1990, and has been extended 
through January 31, 1996.  Under the terms of this agreement, Validus is 
entitled $10,000 per month for its services.  Validus is an oil and gas 
operating company controlled by Thomas P. McDonnell ("McDonnell").  
Mr. McDonnell a principal shareholder of TPI, currently serves as a member of 
the Board of Directors and is Chief Operating Officer, President, and Treasurer 
of TPI.  On December 7, 1992, the Company issued 20,000,000 shares of TPI 
Common Stock to Validus at $.005 per share as consideration for $100,000 of 
the management fees payable to Validus. In addition, TPI converted the remaining
management fee payable at September 30, 1992 of $99,000 to a long_term note 
payable. Also on September 30, 1993 TPI converted an additional $50,000 of 
management fee payable to a long_term note payable.  Validus has represented 
that it will require payment of future management fees, notes payable and 
accounts payable to related parties only to the extent of available cash flow.
<PAGE>

(7)Disclosures About Oil and Gas Producing Activities

At September 30, 1995 and 1994, capitalized costs and the accumulated 
depreciation and depletion relating to the Company's oil and gas producing 
activities, all of which are in the United States, were as follows:
<TABLE>
<CAPTION>
                                                 1995            1994   
                                               ________       _________
<S>                                               <C>             <C>
Unproved oil and gas properties             $  17,285       $  17,285 
Proved oil and gas properties               2,145,930       2,210,173 
Accumulated depreciation 
         and depletion                     (1,852,579 )    (1,862,961)
                                          _____________    ____________ 
Net capitalized costs                     $   310,636      $  364,497 
                                           _____________   ____________
</TABLE>

Costs incurred, capitalized and expensed in connection with oil and gas 
producing activities for the years ended September 30, 1995, 1994, and 
1993 were as follows:

<TABLE>
<CAPTION>

                                            1995         1994         1993  
                                            _____        _____        _____
<S>                                          <C>          <C>          <C>
Property acquisition costs:          
         Proved                          $ 11,524    $  14,960          -     
         Unproved                            -            -             -     
Exploration costs                            -            -             -     
Depreciation and depletion                $33,107    $  40,148      $ 58,796  
</TABLE>

Results of operations from oil and gas producing activities for the years 
ended September 30, 1995, 1994, and 1993 were as follows:

<TABLE>
<CAPTION>
                                          1995          1994          1993   
                                         _____         _____         _____
<S>                                       <C>           <C>           <C>
Oil and gas sales                    $ 141,545     $ 238,111     $ 257,671 
Lease operating costs                 (121,043)     (117,700)     (163,829)
Depreciation and depletion            ( 33,107)      (40,148)      (58,769)
General and administrative             (16,779)      (18,930)      (23,915)
Results of operations for producing
    activities, excluding corporate                                     
                                      ___________   __________    __________
       overhead and interest expense  $ (28,384)    $ 61,333      $ 11,158 
                                    _____________  ___________  ____________
</TABLE>

No income taxes are reflected in the above table due to the effect of tax 
credits and loss carryforwards related to oil and gas producing activities.

A summary of changes in quantities of proved oil and gas reserves for the years
ended September 30, 1995, 1994, and 1993 is as follows (all reserves are 
proved developed) (unaudited):

<PAGE>
<TABLE>
<CAPTION>
                                                     Gas           Oil   
                                                    (MCF)         (Bbls.) 
                                                  ________        _______
<S>                                                   <C>           <C>

Balances, September 30, 1992                       971,815        35,002 

Revisions to previous estimates                     99,139        (4,527)
Production                                         (90,945)       (6,285)
                                                 __________      __________
Balances, September 30, 1993                       980,009        24,190 

Revisions to previous estimates                    147,745        13,940     
Production                                         (88,893)       (5,696)
                                                 __________      _________
Balances, September 30, 1994                      1,038,861       32,434 

Revisions to previous estimates                      51,720       (9,276)
Sales of Reserves in Place                             -         (13,575)
Production                                          (61,227)      (3,380)
                                                ___________      _________
Balances, September 30, 1995                      1,029,354        6,203 
                                              ______________   _____________  
</TABLE>

The standardized measure of discounted future net cash flows relating to 
proved oil and gas reserves at September 30, 1995, 1994, and 1993 are as 
follows (unaudited):
<TABLE>
<CAPTION>
                                      1995            1994           1993  
                                     _____           _____          _____ 
<S>                                   <C>             <C>            <C>

Future cash inflows             $ 1,355,556      $2,083,032     $2,092,353 
Future production and 
   development costs             (  648,945)     (  885,995)     ( 875,035)
                                ____________      ____________  ____________  
      Future net cash flows         706,611       1,197,037      1,217,318 

10% annual discount for 
     estimated timing of 
        cash flows                  337,675         523,317        510,738 
                                ____________      ____________  ____________ 
Standardized measure of 
     discounted future 
         net cash flows          $  368,936      $  673,720    $   706,580 
                               _____________   ______________  _____________
</TABLE>

The changes in the standardized measure of discounted future net cash flows 
relating to proved oil and gas reserves for the years ended September 30, 1995, 
1994, and 1993 are as follows (unaudited):
<TABLE>
<CAPTION>
                                               1995         1994         1993  
                                             ______       ______       ______
<S>                                            <C>          <C>          <C>
Sales of oil and gas produced, 
    net of production costs              $  (20,502)   $ (120,411)   $ (93,842)
Net change in prices and 
    production costs                        (222,080)     (64,8440)    (32,664)
Revisions of previous quantity estimates    (  1,400)      116,911      67,005 
Sales of reserves in place                    84,000          -           -    
Net change in discount                       185,642       (12,579)      2,439 
   Other                                    (162,444)       48,063        -
                                           __________    __________  _________ 
           Net increase (decrease)          (304,784)      (32,860)    (57,062)

Beginning of period                          673,720       706,580     763,642 
                                           __________   ___________  _________  
End of period                             $  368,936     $ 673,720   $ 706,580 
                                        ____________   ___________ ___________
</TABLE>

<PAGE>

The estimate of proved reserves and related valuations for 1995, 1994 and 1993 
were determined by an independent petroleum engineering firm.  The standardized
measure of discounted future net cash flows relating to proved oil and gas 
reserves and the changes in standardized measure of discounted future net cash 
flows relating to proved oil and gas reserves were presented in accordance with
the provisions of Statement of Financial Accounting Standard No. 69.  The 
standardized measure does not purport to represent the fair market value of the 
Company's proved oil and gas reserves.  An estimate of fair market value would 
also take into account, among other factors, anticipated future changes in 
prices and costs and a discount factor more representative of the time value of
money and the risks inherent in reserve estimates.  Under the standardized 
measure future cash inflows were computed by applying year-end prices to 
estimated future production of year_end reserves.  Future production and 
development costs are computed by estimating the expenditures to be incurred 
in developing and producing the proved oil and gas reserves at year_end, based 
on year_end costs and assuming continuation of existing economic conditions.  
No future income taxes are reflected due to the effect of tax credits and loss 
carryforwards related to oil and gas producing activities.  Future net cash 
flows are discounted at a rate of 10% annually to derive the standardized 
measure of discounted future net cash flows.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure.

      None.
<PAGE>

PART III.

Item 10.  Directors and Executive Officers of the Registrant

      Each director elected at the 1995 annual meeting will hold office until 
the next annual meeting and until a successor is elected and qualified.

      The following table provides information with respect to all directors 
of the Company and all persons nominated to become directors:


   Nominee, Positions with TPI
      Principal Occupation               Age     Term as Director        
_______________________________          ____     _________________________     

BRIAN E. CORNISH - Chairman and Chief     56    August 13, 1987 - present (1)
Executive Officer of TPI; Geologist 
and Managing Director of B.E. Cornish 
& Associates Pty. Ltd., Chairman and 
Managing Director of Cornwall Resource
Corporation N.L.

DAVID S. CROCKETT,JR., - Director,        51    July 12, 1988 - present (2)
Secretary of TPI; President of David S. 
Crockett & Co., Certified Public
Accountants

CHRISTOPHER N. CURNOW - Director          50    November 19, 1987 - present (3) 
and Vice President, Exploration of
TPI; Director-Operations of Cornwall
Resource Corporation N.L. and Chief
Executive Officer of Centaur Petroleum
Pty. Ltd.

THOMAS P. MCDONNELL, - Director, Chief    43     July 11, 1990 - present (4)
Operating Officer, President and Treasurer
of TPI; President of Validus Operating, 
Inc.; Chairman of Epoch Resources, Inc.



                           
FOOTNOTES to Item 10:

(1)   Mr. Cornish was elected to the Board of Directors on August 13, 1987, 
pursuant to Stock Purchase Agreements executed by the Company and the Cornwall 
Group.

(2)   Mr. Crockett was elected to the Board of Directors on July 12, 1988, 
pursuant to Stock Purchase Agreements executed by the Company and the Cornwall 
Group. Elected by the Board of Directors as Secretary effective September 30, 
1992.

(3)   Mr. Curnow was elected to the Board of Directors on November 19, 1987, 
pursuant to Stock Purchase Agreements executed by the Company and the Cornwall 
Group.

(4)   Mr. McDonnell was elected to the Board of Directors on July 11, 1990  
pursuant to Stock Purchase Agreements executed by the Company and Mr.  
McDonnell.

<PAGE>
Identification of Executive Officers

      Each executive officer elected at the 1995 annual meeting of directors 
will hold office until the next annual meeting of directors and until a 
successor is elected and qualified.

      The following table provides information with respect to all executive 
officers of the Company and all persons chosen to become executive officers:


Name                    Age
______________         _____
Brian E. Cornish         56   Chairman of the Board and Chief Executive Officer

Thomas P. McDonnell      43   Chief Operating Officer, President, and Treasurer 

Christopher N. Curnow    50   Director and Vice President, Exploration

David S. Crockett        51   Secretary 



     Business Experience

     Brian E. Cornish was elected to the Board of Directors on August 13, 
1987, and became Chairman of the Board on July 12, 1988.  Effective January l, 
1989, Mr. Cornish became Chairman of the Board and Chief Executive Officer of 
the Company.  Mr. Cornish is a practicing petroleum geologist who graduated 
from the University of Adelaide in Economic Geology in 1960.  He subsequently 
has gained wide experience in resource exploration both in the Australian and 
international oil exploration industry which included a number of years with 
The Superior Oil Co. Group.  He has been a consulting geologist to a number of 
resource oriented corporations.  Mr. Cornish is an active member of a number 
of professional petroleum and mineral organizations both in Australia and the 
United States.  Since 1967 he has been the Geologist and Managing Director of 
B.E. Cornish & Associates Pty. Ltd., geological and technical consultants, of 
Sydney, Australia.  Mr. Cornish is Chairman and Managing Director of both 
Cornwall Resource Corporation N.L. and its wholly owned subsidiary CPC 
Petroleum Corporation N.L. of Sydney.

      Thomas P. McDonnell was elected to the Board of Directors July 11, 1990. 
 Effective July 11, 1990, Mr. McDonnell was appointed Chief Operating Officer, 
President and Treasurer of the Company.  Mr. McDonnell is a graduate of the 
University of Florida, where he received his BS degree in Electrical 
Engineering in 1975.  Mr. McDonnell received an MBA from Corpus Christi State 
University in 1978.  Mr. McDonnell was employed by Schlumberger Offshore 
Services as a Openhole Logging Engineer from 1975 to 1978.  Mr. McDonnell was 
a District Manager of an Openhole logging District for Birdwell Division of 
SSC from 1978 to 1980.  In 1980 Mr. McDonnell was employed by WENCO 
Engineering as a Petroleum Engineer.  WENCO is an engineering firm 
specializing in production exploration and reservoir engineering. Mr. 
McDonnell was involved in reservoir engineering for private companies; however 
his main position involved supervising exploration and development. From 1981 
to 1987 Mr. McDonnell was employed as President of McDonnell Oil and Gas 
Consultants, Inc.  In this position Mr. McDonnell consulted in the drilling 
and completion of numerous wells in Oklahoma, Texas and Tennessee.  He also 
operated over 50 wells in the Midcontinent Region.  In 1984 Mr. McDonnell 
formed Validus Operating, Inc.  He is the President and Chairman of the Board. 

Validus Operating, Inc. is an oil and gas production company with production 
in Texas, Oklahoma and New Mexico.  Along with operating its own properties, 
Validus Operating, Inc. operates properties as a third party.  Mr. McDonnell 
is also Chairman of the Board of Epoch Resources, Inc. an oil and gas 
production company  with operations in Texas and Oklahoma.

<PAGE>
      Christopher N. Curnow was elected to the Board of Directors on November 
19, 1987.  On December 15, 1988, Mr. Curnow was elected Vice President, 
Exploration of the Company.  Mr. Curnow has over 20 years' experience in the 
petroleum industry since graduating from the University of Adelaide with a 
Bachelor of Science (Honors) degree in 1968.  Mr. Curnow spent 13 years with 
Exxon Corporation both in Australia and Canada, the USA, and Malaysia.  During 
these years he gained a wide range of experience in technical, operational and 
management aspects of the oil industry.  Since 1981 Mr. Curnow has been a 
consultant specializing in the management and technical supervision of oil and 
gas activities of several Australian companies.  Mr. Curnow has been 
associated with Cornwall Resource Corporation N.L. since January 1986 and has 
been responsible for the management of the petroleum interests of the Cornwall 
Group of Companies.  Since 1982 Mr. Curnow has been Chief Executive Officer of 
Centaur Petroleum Pty. Ltd., a company engaged in oil exploration in 
Australia.  Mr. Curnow is a Director of Cornwall Resource Corporation N.L. of 
Sydney, Australia.  

      David S. Crockett, Jr. was elected to the Board of Directors on July 12, 
1988.  On September 30, 1992 Mr. Crockett was elected  Secretary of the 
Company. Mr. Crockett has been President of David S. Crockett & Co., certified 
public accountants, since July 1972.  Since April 1983 Mr. Crockett has been 
Assistant Treasurer, and since May 1984 Vice President of Stonetex Oil Corp.  


Item 11. Executive Compensation

      During the last fiscal year no executive officer received any cash 
compensation.
 
      During the last fiscal year no options were granted to or exercised by 
any executive officers of the Company.


Compensation Pursuant to Plans

      1986 Incentive Stock Option Plan

      The 1986 Incentive Stock Option Plan initially reserved 500,000 shares 
of TPI Common Stock for future issuance to its officers and key employees.  
Under the plan, the Board of Directors may grant options to its officers and 
key employees of TPI and its subsidiaries.  The plan authorizes the granting 
of options which are (a) nontransferable; (b) exercisable at prices not less 
than the fair market value of the stock at date of grant; provided, however, 
that options granted to persons owning more than 10% of the total combined 
voting power of TPI may not have exercise prices less than 110% of the fair 
market value of the stock on the date of the grant; and (c) exercisable for 
periods up to ten years from date of grant.  Payment of the exercise price can 
be paid with shares of TPI valued at the fair market value of such shares at 
the date of exercise.  The plan will terminate on April 24, 1996.  There is no 
minimum holding period before the options can be exercised and the length of 
the exercise period is at the discretion of the Board of Directors.  Options 
granted to date under the plan have expired.  Options to purchase 500,000 TPI 
shares remain available for grant under the 1986 plan.  No options were 
granted or accrued pursuant to the plan during the last fiscal year.  This 
plan was approved by the Company's stockholders on April 6, 1987.

Compensation of Directors

      Directors receive reimbursement for travel and out_of_pocket expenses 
incurred while on TPI business or while attending meetings of the Board of 
Directors.  No travel expenses of were incurred by directors during fiscal 
year 1994.

<PAGE>
Item 12.  Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

      The following table presents information at December 16, 1995, with 
respect to any person or group who is known to the Company to be the 
beneficial owner of more than 5% of the Company's Common Stock.
  
                                           Amount and
Title                                      Nature of 
of          Name and Address of            Beneficial        Percent
Class       Beneficial Owner               Ownership         of Class 
_______     _______________________        ____________      ___________
Common      Validus Operating, Inc.        20,000,000         33.36% 
$.001       10100 Reunion Place            Direct      
par value   Suite 630 
            San Antonio, Texas 78216

Common      Thomas P. McDonnell            8,262,602          13.78% 
$.001       10100 Reunion Place            Direct
par value   Suite 630
            San Antonio, Texas 78216

Common      Centaur Petroleum Pty. Ltd.   11,174,611          18.64%
$.001       12 Winsham Road               Direct
par value   Karrinyup, Australia 6018

Common      Christopher  N. Curnow         4,250,000           7.09%
$.001       12 Winsham Road                                                   
par value   Karrinyup, Australia 6018

Common      Brian E. Cornish               6,250,000          10.42% 
$.001       Level 17, 168 Walker Street    Direct
par value   North Sydney, NSW, Australia 2060


Security Ownership of Management

     The following table presents information at December 16, 1995, with 
respect to shares of the Company's Common Stock beneficially owned by the
Company's directors and nominees for directors and by all directors and 
officers of the Company as a group.
                                            Amount and
Title                                       Nature of
of                  Name of                 Beneficial       Percent
Class           Beneficial Owner            Ownership        of Class
_________      _____________________        _____________    __________
Common          Brian E. Cornish            6,250,000        10.42% 
$.001                                       Direct
par value

Common          David S. Crockett, Jr.         -               -  
$.001
par value

<PAGE>
Common          Christopher N. Curnow      15,425,611 (1)    25.73% 
$.001                                      Direct &
par value                                  Indirect

Common          Thomas P. McDonnell        28,262,602 (2)    47.14% 
$.001                                      Direct &
par value                                  Indirect

Common          All Directors and          49,938,213        83.29% 
$.001           officers as a group        Direct or
par value       of four persons            Indirect


                               
FOOTNOTES to Item 12:
[FN]
(1) Includes shares of  Centaur Petroleum Pty. Ltd. which is controlled by 
Christopher N. Curnow.

(2) Includes shares of Validus Operating, Inc. which is wholly_owned by Thomas 
P. McDonnell.


Changes in Control

    There are no arrangements known to the Company which may at a subsequent 
date result in a change in control of the Company. 

Item 13.  Certain Relationships and Related Transactions

     Brian E. Cornish and Associates ("BECA") an investment company controlled 
by Brian E. Cornish, advanced $10,000 to TPI in April, 1990.  On December 7, 
1992 the Company issued 2,000,000 shares of Common Stock to Brian E. Cornish 
in consideration for the amount owed. 

     TPI is operated by Validus Operating, Inc. under a Management Agreement, 
which was originally effective April 1, 1990 and has been extended through 
January 31, 1996.  Under the terms of this agreement, Validus will receive 
$10,000 per month for its services.  Validus is an oil and gas operating 
company controlled by Thomas P. McDonnell.  Mr. McDonnell currently serves as 
a member of the Board of Directors and is Chief Operating Officer, President, 
and Treasurer of TPI.  On December 7, 1992 the Company issued 20,000,000 
shares of TPI Common Stock to Validus at $.005 per share as consideration for 
$100,000 of the management fees payable to Validus. In addition, TPI converted 
the remaining management fee payable of $99,000 a to long_term note payable. 
Also on September 30, 1993 TPI converted an additional $50,000 of management 
fee payable to long_term note payable.  The principal of both notes will be 
amortized over a 10 year period at the prevailing monthly prime rate of 
interest. Currently the prime rate stands at 6.50 %.

     David Crockett, Jr. is currently a member of the TPI Board of Directors 
and Corporate Secretary.  In addition to his duties as a Director, Mr. 
Crockett provides consulting services to TPI regarding accounting and 
financing matters.  

<PAGE>
PART IV.

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8_K

(a)  Index to financial statements covered by report of independent auditors:

     (1)  The following financial statements are included in Item 8 in this 
report:

            i.  Report of Independent Auditors 
is included on page 11. 

           ii.  Consolidated Balance Sheets as 
of September 30, 1995 and 1994 are included on pages 12.

          iii.  Consolidated Statements of 
Operations for the years ended September 30, 1995, 1994 and 1993 
are included on page 13.

           iv.  Consolidated Statements of 
Stockholders' Equity for the years ended September 30, 1995, 1994, 
and 1993 are included on page 14.

            v.  Consolidated Statements of 
Cash Flows for the years ended September 30, 1995, 1994 and 1993 
are included on pages 15.

           vi.  Notes to Consolidated 
Financial Statements are included on pages 16 through 21.

     (2)  The following financial statement schedules are filed as a part of 
this report:

            i.  Schedule VIII - Valuation and 
Qualifying Accounts for the years ended September 30, 1995, 1994 
and 1993 are included on page 31.

     All other schedules for which provision is made in the applicable 
accounting regulation of the Securities and Exchange Commission 
are not required under the related instructions or are 
inapplicable, and therefore have been omitted.

(b)  Reports on Form 8-K filed through December 23, 1995.
     
          None

(c)  The exhibits listed in the Index of Exhibits included on page 29 and 30 
are filed herewith as a part of this report.

<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of Section 13 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.

TAURUS PETROLEUM, INC.

Date January 9, 1996  By/s/Brian E. Cornish                    
                      _____________________           
                        Brian E. Cornish
                               
Chairman of the Board, Chief
                               
Executive Officer 

     Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the undersigned on behalf of the registrant 
and in the capacity and on the date indicated.


Date January 9, 1996    /s/Thomas P. McDonnell            
                        ___________________________________
                        Thomas P. McDonnell
                        President, Chief Operating Officer,
                        and Treasurer



                        Majority of the Board of Directors


Date January 9, 1996     /s/Brian E. Cornish                    
                         ___________________________________              
                         Brian E. Cornish, Director

Date January 9, 1996     /s/Christopher N. Curnow           
                         ___________________________________
                         Christopher N. Curnow, Director

Date  January 9, 1996    /s/Thomas P. McDonnell            
                         ___________________________________              
                         Thomas P. McDonnell, Director
<PAGE>

INDEX TO EXHIBITS

(2)    Plan of Acquisition, Reorganization, Arrangement, Liquidation or 
Succession.

       Stock Purchase Agreement between Taurus Petroleum, Inc. and Cornwall 
Petroleum Holdings, Inc. dated July 15, 1987 (Exhibit 2.1 to the Form 8_K 
dated July 15, 1987, of Taurus Petroleum, Inc.) is incorporated herein by 
reference. Also included as a part of Exhibit 2.1 are the first pages and 
signature pages of the Agreements between Taurus Petroleum, Inc. ("TPI") and 
B. E. Cornish & Associates, Inc.("Associates") and between TPI and Coolibah 
Petroleum, Inc.("Coolibah") and pages 1, 13, 21 and 38 of the Agreement 
between TPI and J.D.C. McLean ("McLean"). All other pages of the Agreement 
between TPI and Associates, Coolibah and McLean are identical to those of the 
agreement between TPI and Cornwall Petroleum Holdings, Inc.

(3)    Articles of Incorporation and By-Laws.

       Articles of Amendment to the Articles of Incorporation of Taurus 
Petroleum, Inc. dated May 26, 1988 (Exhibit 3 to the Form 10-K for the fiscal 
year ended September 30, 1988) is incorporated herein by reference. 

       By-Laws of the Company (Exhibit 3.1 to the Form 10-K for the fiscal 
year ended September 30, 1985) is incorporated herein by reference.

       Articles of Amendment to the Articles of Incorporation of Taurus 
Petroleum, Inc. dated June 12, 1986 (Exhibit 3.1 to the Form 10-K for the 
fiscal year ended September 30, 1986) is incorporated herein by reference. 

       Composite Restated Articles of Incorporation as for June 12, 1986, of 
Taurus Petroleum, Inc. (Exhibit 3.2 to the Form 10-K for the fiscal year ended 
September 30, 1986) is incorporated herein by reference. 

(4)    Instruments Defining the Rights of Security Holders.

       The form of Common Stock share certificate (Exhibit 4 to September 30, 
1984, Annual Report on Form 10-K and Articles V, VI, VII and XIV of the 
Amended Articles of the Form 10-K for the fiscal year ended September 30, 
1986) is incorporated herein by reference. 

(9)    Voting Trust Agreement.  Not applicable.

(10)   Material Contracts.  

       Stock Purchase agreement between Taurus Petroleum, Inc. and Validus 
Operating, Inc. dated December 7, 1992 (Exhibit (1) of Form 8-K dated December 
18, 1992) is incorporated herein by reference.

       Stock Purchase agreement between Taurus Petroleum, Inc. and Brian E. 
Cornish, dated December 7, 1992 (Exhibit (2) of Form 8-K dated December 18, 
1992) is incorporated herein by reference.

       Loan Agreement between Taurus Petroleum, Inc. and  Validus Operating, 
Inc. dated December 7, 1992 (Exhibit (3) of Form 8-K dated December 18, 1992) 
is incorporated herein by reference.

       Management Agreement between Taurus Petroleum, Inc. and Validus 
Operating, Inc. dated April 1, 1990 (Exhibit (10) of Form 10-K dated January 
4, 1991) is incorporated herein by reference.

       Loan Agreement between Taurus Petroleum, Inc. and Validus Operating, 
Inc. dated September 30, 1993
(Exhibit (10) of Form 10-K for fiscal year ended September 30, 1993) is 
incorporated herein by reference.
 
(11)   Statement Regarding Computation of Per Share Earnings.  Not applicable.

<PAGE>
(12)   Statement Regarding Computation of Ratios.  Not applicable.

(13)   Annual Report to Security Holders, Form 10-Q, or Quarterly Report to 
Security  Holders.  Not applicable.

(16)   Letter Regarding Change in Certifying Accountant.  Not applicable

(18)   Letter Regarding Change in Accounting Principles.  Not applicable.

(19)   Previously Unfiled Documents.  Not applicable.

(22)   Subsidiaries of the Registrant.  The Company has one significant 
subsidiary, Ridgeway Exco, Inc., a Colorado corporation.

(23)   Published Report Regarding Matters Submitted to Vote of Security 
Holders.  Not applicable.

(24)   Consent of Experts and Counsel.  Not applicable.

(25)   Power of Attorney.  Not applicable.

(28)   Additional Exhibits.  Not applicable.

(29)   Information from Reports Furnished to State Insurance Regulatory 
Authorities.  Not applicable.

<PAGE>

<TABLE>
TAURUS PETROLEUM, INC.
AND SUBSIDIARIES

Valuation and Qualifying Accounts                           Schedule VIII

Years Ended September 30, 1995, 1994 and 1993

<CAPTION>
                                                         Deductions
                                             Additions   accounts
                                             charged     receivable   Balance
                                Balance at   to costs    written       at   
                                beginning    and         off and      end of
            Description         of period    expenses    recoveries   period
           __________________________________________________________________
<S>                                <C>         <C>         <C>        <C>

Year ended September 30, 1995 
  Allowance for doubtful
    accounts receivable         $ 13,792     $ 8,811     $ 5,594   $ 17,009 
                                _________    ________    ________  _________
Year ended September 30, 1994
  Allowance for doubtful
    accounts receivable         $ 45,143     $ 8,681    $ 40,032   $ 13,792 

Year ended September 30, 1993
  Allowance for doubtful
    accounts receivable         $ 45,143     $  -        $  -      $ 45,143 
                                _________   _________  __________  _________

</TABLE>
<PAGE>