SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-KSB

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

For the Fiscal Year Ended December 31, 1996      Commission File Number 0-9519

 
                          REGENT TECHNOLOGIES, INC. 
          (Exact name of Registrant as specified in its charter)

		            Colorado	                        					84-0807913
	      (State of Incorporation)			     (I. R. S. Employer Identification No.)

  350 N. St. Paul, Suite 2410, Dallas, Texas		            		    		75201
   (Address of Principal Executive Offices)				        		       (Zip Code)

      Registrant's telephone number, including area code:  888-999-6977

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

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

							                       Name of Each Exchange
  		Title of Each Class	                     			           On Which Registered
Common Stock, $.01 Par Value	       			                             None
                                                                         
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.  [X]

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 
405 of  Regulation S-K is not  contained  herein and will not 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 an 
amendment to this Form 10-KSB. [   ]

The aggregate market value of the Registrant's Common Stock held by non-
affiliates of  the Registrant on April 12, 1997 was approximately $958,667.

Number of shares outstanding of the Registrant's Common Stock at 
April 12, 1997:  12,867,189 shares, par value $.01 per share.










                            REGENT TECHNOLOGIES, INC.

                          ANNUAL REPORT ON FORM 10-KSB


Securities and Exchange Commission
Item Number and Description                                            			Page

                               PART I

Item 1.	Business...........................................................		2

Item 2.	Description of Properties.......................................... 	3

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

Item 4. Submission of Matters to a Vote of Security Holders................  3

                               PART II

Item 5. Market for the Registrant's Common Equity and Related Matters......  4

Item 6. Management's Discussion and Analysis of Financial Condition and
        Results of Operations..............................................		4

Item 7. Financial Statements and Supplemental Data.........................	 6

Item 8. Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosures..........................................		7

                               PART III

Item 9. Directors and Executive Officers of the Registrant.................  7

Item 10. Executive Compensation............................................  8

Item 11. Security Ownership of Certain Beneficial Owners and Management....  9

Item 12. Certain Relationships and Related Transactions.................... 10

                                PART IV

Item 13. Exhibits, Financial Statements Schedules and Reports on Form 8-K.. 10

SIGNATURES................................................................. 11
 
ACCOUNTANTS' REPORTS...................................................... F-1  

<PAGE>

                                 PART I

Item 1.  Description of Business

    The terms "Company" and "Regent" when used herein mean Regent Technologies, 
Inc. and its subsidiaries through which Regent conducts its business, unless 
the context indicates or implies otherwise.  Regent was incorporated under 
the laws of the State of Colorado on January 18, 1980 as Regent Petroleum 
Corporation and adopted its present  name in December, 1994.  

    Regent is in the business of acquiring, developing  and marketing new and 
emerging technologies.  In 1993, management decided to invest the Company's 
resources in the development and marketing of new technologies related to 
environmental services and resource recovery.  In October, 1994, the Company 
acquired SSB Environmental, Inc. ("SSBE") for the consideration of (1) the 
delivery and exchange of 441,579 shares of newly issued common stock of the 
Company to the stockholders of SSBE and (2) the implementationof an incentive 
stock option plan.  SSBE provides a range of environmental services, with an
emphasis on landfill reclamation.  In 1995, SSBE accounted for over 90% of 
the Company's revenues.  Due to a reduction of state monies available to muni-
cipalities for landfill reclamation, the potential for new business and profi-
tability diminished.  Effective January 1, 1996, the Board of Directors of 
the Company voted to sell 81% of the ownership of SSBE to the management of 
SSBE for $10,000 cash and 500,000 shares of common stock of the Company.  In 
August, 1996, management licensed the worldwide right of first refusal to
utilize the technology, digital equipment and software necessary to offer
Internet access for personal and business use (See "Internet Service Provider"
and "The License Agreement" below).

INTERNET Service Provider

     On August 20, 1996, the Company completed the execution of Contract and 
License Agreements whereby the Company licensed the worldwide right of first
refusal to utilize the technology, digital equipment and software of National
Knowledge Networks, Inc. for Internet access through an exclusive sublicense
agreement from NKN Technologies, Inc.  Under the Contract, the Company granted
to NKN Technologies, Inc. 2,500,000 shares of the common stock of the Company
of which 600,000 shares were registered and 1,900,000 shares were restricted
shares.  To accomplish the grant of the registered stock, the Board approved
the exchange of restricted shares of the Company for registered shares on the
basis of three restricted shares for one registered share.

The License Agreement

     The License Agreement ("License") will give the Company access to digital
telecommunications equipment which is superior in quality to that available
from the traditional Internet Service Providers ("ISP") for the purpose of 
dialup services for Internet access.  The worldwide right of first refusal 
is exclusive for any Point of Presence ("POP") for which the Company elects to 
exercise its right of first refusal, excluding POPs activated prior to the 
execution of the License.  The Company provides ISP services under the name
TEL1.net which has been registered with the Internic.  The Company offers 
website development services to its customers, both for personal and commercial
use.  The License Agreement has a primary term of ten (10) years.

Principal Products and Services

     The Telecommuications Act of 1996 has initiated the deregulation of one
the largest business segments in the world thereby creating new opportunities
for competition in a multibillion dollar industry.  The Registrant has deve-
loped alliances with some of the largest carriers in the telecommunications

                                     2

business, such as Worldcom and AT&T, to resell their products and services
with an emphasis on telephone service, pre-paid debit cards and local access.
In addition, the Company is working with regional carriers to offer interstate
and intrastate long distance as well as Internet access (See generally 
"Management's Discussion and Analysis" on page 4). 

Principal Customers

     The customers of the Company are any users, both business and personal, of 
the Internet and telephone products and services.  The Company is focusing its 
efforts on marketing dial-up and dedicated Internet access to customers in the 
Dallas-Ft. Worth metroplex with a view toward offering additional telecommuni-
cations products to its subscriber base.  In addition, the Company is planning
to offer its shareholders savings on communications products and services. 

Competition

     The Company's competition includes all major carriers as well as numerous 
regional and small service providers.  The Company may be at a competitive 
disadvantage in offering Internet and telecommunications products and services 
since it must compete with companies which have greater financial resources 
and larger technical staffs.  The Company plans to differentiate its products 
and services by competing with price and quality of service in niche 
markets.  

Regulation

    	The Company's operations are affected in various degrees by political 
developments, federal and state laws and regulations.  The telecommunications
industry is regulated primarily by the Federal Communications Commission and 
the Federal Trade Commission.  The F.C.C. is scheduled to issue rules in 1997 
that will transform the heavily regulated telephone business into a free 
market.  

Employees

    	At December 31, 1996, the Company conducted all of its business through 
consulting agreements.  Effective April 1, 1997, the Company hired two full 
time employees as Chairman and President.  In addition, the Company plans to 
hire one part time secretary and accountant plus continue to engage consultants 
as necessary.

Item 2.  Description of Property.

Offices

     Effective April 1, 1997, the Company utilizes office space at One Dallas 
Centre,  350 North St. Paul Street, Suite 2410, Dallas, Texas 75201, at a 
cost of $750.00 per month.

Item 3.  Legal Proceedings.

     The Company is not a party to any pending litigation and no litigation or 
legal proceeding has been threatened against the Company.

Item 4.  Submission of Matters To Vote of Security Holders.

     The Company did not submit any proposals to a vote for security holders in
1996.

                                        3

                                     PART II

Item 5.  Market For Registrant's Common Stock and Related Security Holder 
         Matters.

     The Company's Common Stock is traded in the over-the-counter market and 
currently listed on the electronic bulletin board under the symbol "REGT."  
The following table sets forth the range of high and low bid quotations as 
reported by security dealers listed in the "Pink Sheets."  The market quota-
tions may not necessarily represent actual transactions.

                                           								Bid Price
	          1994		                  				           High    Low
	      1st Quarter	                          					.02     .02
	      2nd Quarter	                          					.02     .02
	      3rd Quarter	                          					.02     .01
	      4th Quarter		                          				.07     .01

          	1995
	      1st Quarter		                          				.18     .10
	      2nd Quarter	                          					.10     .05
	      3rd Quarter	                          					.05     .02
	      4th Quarter	                          					.02     .01

          	1996
	      1st Quarter		                          				.01     .01
	      2nd Quarter	                          					.01     .01
	      3rd Quarter		                          				.08     .01
	      4th Quarter	                          					.08     .05

     Regent has not declared any cash dividends on the Regent Common Stock 
since formation and does not anticipate declaring any such dividend in the 
foreseeable future.  The approximate number of record holders of Regent Common
Stock at April 12, 1997, was 3,500.

Item 6.  Management's Discussion and Analysis of Financial Conditions and 
         Results of Operations

General

     Effective January 1, 1996, the Board of Directors of the Company voted to 
sell 81% of its holdings in SSB Environmental, Inc. ("SSBE") to management of 
SSBE due to projected losses of SSBE.  While the SSBE investment generated over
$400,000 of revenues in 1995, SSBE had a loss of $3,946.  The outlook for 
1996 for SSBE was for additional losses which was primarily the result of  
SSBE's only contract being suspended indefinitely.  Without the prospect for 
profit contributions, the Company's Board of Directors voted to sell its
investment.

     On September 15, 1996, the Company announced it had initiated highspeed 
Internet access for home and business using the National Knowledge Networks, 
Inc. ("NKN") digital network.  The NKN digital network was designed by a team 
of telecommunications specialists with 20 years of experience and hands-on 
knowledge of the field.  The Company is offering Internet access under the 
commercial name of TEL1.net and the first phase of the TEL1 Internet access 
will include the Dallas-Fort Worth metroplex.  Key features of the TEL1 Internet
access include:  (1) Speed:  TEL1 is connected to the Gigaswitch at the major
Internet peering points and is located in the same building where its major 
fiber bypass carrier, MFS Worldcom, houses its central switch;  (2) Re-

                                         4
liability:  TEL1 is more reliable due to its connection to a fault-tolerant
ring with no single point of failure.  TEL1 operates under uninterrupted power
supplies to protect against power outages and TEL1 provides triple redundancy 
to the Internet; (3) Hardware:  TEL1 utilizes top-of-the-line, ISDN ready 
digital modems, SUN servers and CISCO 7513 routers which have superior perfor-
mance features;  and (4) Clear Channel Service:  TEL1 with its direct connec-
tion to the Internet offers a clear channel network, meaning that the full
bandwidth of its T-3 line is exclusively used by TEL1 customers while most 
other local providers use T-1 lines to support their servers.

In addition, the Company is partnering with numerous telecommunication provi-
ders to offer the best options available to its subscribing customers for their
telecommunication needs.  The Company's current product offerings include 
interstate and intrastate long distance service through Coastal Telephone 
Company and cellular service through an AT&T exclusive product.

Liquidity and Capital Resources

At December 31, 1996, the Company had a working capital deficit of $29,181.  
The Company has no amortization requirements under any term loan agreements.  
At yearend, the Company was delinquent on certain trade payables due to a 
shortage of working capital.  All trade creditors have agreed to delayed 
payments by the Company and most were paid current through March 31, 1997. 
The Company continues to raise monies as needed through sale proceeds from the
Company's authorized, unissued and restricted stock.  During fiscal 1996, the
Company raised $9,500 by selling 325,000 shares of new restricted previously
unissued common stock of which 225,000 shares were sold for $4,500 to a rela-
ted party.  On December 31, 1996, the President loaned the Company $2,000 for
the payment of miscellaneous trade payables.

Results of Operations

The Company's net loss for fiscal 1996 was $90,000, or $.009 cents per common 
share, compared with a net loss of $74,174, or $.008 per common share for 
fiscal 1995.  The difference was due primarily to the Company's write-off of 
its remaining oil and gas investment.

General Financial Analysis
	
1996 versus 1995

For the twelve months ending December 31, 1996, the Company experienced a 
significant decrease in sales, current assets and liabilities, all due to the 
sale of SSBE.  Property and equipment decreased due to the write-off of the 
Company's remaining oil and gas assets which represented undrilled overriding 
royalty interests.  The Company's increase in Other Assets of $270,000 was due
to the acquisition of the Technology License (see The License Agreement above)
which was booked at $364,000 at September 30, 1996.  The License is being
amortized over ten (10) years and experienced amortized cost of $9,104 for the
the three months ending December 31, 1996.  The Company experienced a gain of 
$2,465 on the sale of 81% of the ownership of SSBE.  The remaining 19% has a 
book value of $13,496 and is included in Other Assets.  During the fourth 
quarter, the Company initiated test-marketing dial-up services in the Dallas-
Ft. Worth area.  The Company realized approximately $1,000 in sales for the 
three months endind December 31, 1996.  In addition, for the same period, the 
Company earned nominal receipts for commissions for reselling long distance
services.

1995 versus 1994

For the twelve months ending December 31, 1995, the Company had a 353% 
increase in sales from $98,312 to $446,310.  This increase in sales was due 
primarily to the acquisition of SSBE and the Town of Hague contract.  For 
fiscal 1995, the Company had a net loss of $74,174 compared to a net loss of

                                       5
$58,202 for fiscal 1994.  The 1995 loss was due primarily to increased general
and administrative expenses related to the SSBE acquisition and higher than 
expected costs for the Hague contract.  The Hague contract expenses included 
the cost of rental equipment.  The decrease of oil and gas sales for the same 
period was due to the sale of certain oil and gas properties in May, 1995. 
Depreciation, deletion and amortization increased in 1995 and included a $9,400 
write down of oil and gas properties due to the full cost ceiling value being
in excess of the capitalized costs.  The interest income of $362 was from the
payments for the water distillation unit which the Company leased to a Houston 
laboratory.  The lease agreement provided for ownership by the laboratory at 
the end of 36 monthly lease payments of $400.  The final payment was received
in June, 1996 and the Company has no plans for manufacturing the distillation 
unit in the future.  The gain of $4,273 was from the sale of a Company vehicle.
The miscellaneous income of approximately $14,000 was from certain feasibility 
studies performed by SSBE.

1994 versus 1993

For the twelve months ending December 31, 1994, the Company had an increase 
in sales of $27,255 for the same period in 1993 due primarily to the acquisi-
tion SSBE.  The decrease in oil and gas sales and related expenses  for the 
period is attributable to the sale of certain oil and gas properties in 1993.  
The miscellaneous income was $946 in 1994 and $14,536 in 1993 for a refund of 
Utah State income taxes and $2,775 in 1993 from the manufacturing of a water 
distillation unit which the Company leased to a Houston laboratory.  The lease
lease payments of $400 without any additional payment.  The Company has no 
plans for the manufacturing of the distillation unit in the future.  For the 
period, general and administrative expenses decreased as compared to 1993 due
primarily to the capitalization of expenses related to the acquisition of SSBE.
The payment of $2,000 per month to the President as salary was initiated in 
October, 1993 and continued through 1994.  Interest expense decreased for 
1994 due to less debt outstanding.

Item 7.  Financial Statements and Supplemental Data

Consolidated Financial Statements (included herein at Pages F-1 through F-16):

    		Reports of Independent Certified Public Accountants	        	F-1

    		Balance Sheets - December 31, 1996 and 1995               			F-3

    		Statements of Operations for the years ended December 31, 
		    1996, 1995 and 1994				                                    		F-4

    		Statements of Stockholders' Equity for the years ended
		    December 31, 1996, 1995 and 1994                          			F-5

    		Statements of Cash Flows for the years ended
		    December 31, 1996, 1995 and 1994                         				F-6

    		Notes to Financial Statements                            				F-7





                                      6
                  REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1996, 1995 AND 1994
                       INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of Regent Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Regent Techno-
logies, Inc. (a Colorado corporation) and subsidiaries as of December 31, 1996
and the related consolidated statements of operations, stockholders' equity, 
and cash flows for each of the two years in the period ended December 31, 1996.
These consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated 
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material misstate-
ment.  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 presenta-
tion.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position
of Regent Technologies, Inc. and subsidiaries as of December 31, 1996, and the 
results of their operations and their cash flows for the years in the period 
ended December 31, 1996, in conformity with generally accepted accounting 
principles.

SALMON, BEACH & COMPANY, P.C.

Dallas, Texas
April 12, 1997





















                                   F-1
               REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                   CONSOLIDATED FINANCIAL STATEMENTS
                    DECEMBER 31, 1996, 1995 AND 1994
                      INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Regent Technologies, Inc.

We have audited the accompanying consolidated balance sheet of Regent Techno-
logies, Inc. (a Colorado corporation) and subsidiaries as of December 31, 1994,
and the related consolidated statements of operations, stockholders' equity, 
and cash flows for the period ended December 31, 1994.  These consolidated 
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial state-
ments based on our audits.

We conducted our audits in accordance with generally accepted auditing stan-
dards.  Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of mater-
ial misstatement.  An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant estima-
tes made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for our 
opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated results of their
operations and their cash flows of Regent Technologies and subsidiaries for 
the year ended December 31, 1994, in conformity with generally accepted 
accounting principles.

FARMER, FUQUA, HUNT & MUNSELLE, P.C.

Dallas, Texas
April 5, 1995




























                                   F-2

								
								
              		REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES						
		                      CONSOLIDATED BALANCE SHEETS						
			                              DECEMBER 31,					
		             (Amounts in thousands, except per share data)						
								
								
								
ASSETS		                                             				1996        	1995	
CURRENT ASSETS								
	Cash				                                               $  1         $  9	
	Costs and estimated earnings in excess of billings					  --          	16	
	Accounts receivable				                                  	1          	40	
	Deposit					                                             --          	25	
	Other					                                               --          	12	
						                                                 ______	      ______	
Total current assets					                                 	2         	102	
								
PROPERTY AND EQUIPMENT - AT COST								
	Net investment properties,	using the 
  full cost method of accounting			                       --	          29	
	Furniture and fixtures			                               		4           	4	
						                                                 ______	      ______	
				                                                     		4          	33	
Less accumulated depreciation, depletion and amortization 	3           	2	
						                                                 ______	      ______	
					                                                     	1          	31	
								
OTHER ASSETS                                       						369          	99	
						                                                 ______   	   ______	
					                                                 	$ 372	       $ 232	
						                                                 ______	      ______	
LIABILITIES								
CURRENT LIABILITIES								
								
	Accounts payable and accrued liabilities          				$  16       	$  72	
	Accrued compensation				                                	14		         --
	Notes payable to affilitiates				                        	2          	10	
						                                                 ______	      ______	
Total current liabilities	                           					32          	82	
								
NOTES PAYABLE TO AFFILIATE, less current portion				      --          	44	
								
COMMITMENTS						                                         --	          --	
								
STOCKHOLDERS' EQUITY								
	Common stock, $.01 par value; authorized 100,000,000 
   shares, issued and outstanding 12,467,189 and 
   8,974,201 shares for 1996 and 1995, respectively	   		125           	90	
	Additional paid-in capital				                       	2,517         2,228	
	Accumulated deficit				                             	(2,302)       (2,212)	
						                                                ______	       ______	
Total Stockholders' Equity                         						340         	 106	
						                                                ______	       ______	
					                                                 $  372       	$  232	
						                                                ______	       ______	
								  
								
								
						   The accompanying notes are an integral part of these statements. 					
				                                  F-3				

                		REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES						
		                   CONSOLIDATED STATEMENTS OF OPERATIONS						
		                     FOR THE YEARS ENDED DECEMBER 31,						
		               (Amounts in thousands, except per share data)						
								
					                                           	     1996    	1995    	1994
REVENUES								
	Internet sales and service			                        $ 1	     $ --	    $ --
	Investment income					                                --      	427	      95
	Gain on sale of assets			                            		3   	     4       --
	Interest income and other					                        --       	15       	3
						                                              ______	   ______	  ______
					                                                  	4      	446      	98
								
COSTS AND OTHER DEDUCTIONS								
	Costs of Internet sales and services					             --        --       --
	Costs of investment income					                       --      	338      	70
	General and administrative					                       55      	149	      71
	Depreciation, amortization and impairment					        39       	28      	11
	Interest expense					                                 --        	5       	4
						                                              ______	   ______	  ______
						                                                 94	      520	     156
						                                              ______	   ______	  ______
NET LOSS	                                           	($90)	    ($74)   	($58)
						                                              ______	   ______	  ______	
LOSS PER COMMON SHARE		            		           		($0.009) 	($0.008)	($0.007)
						                                             ______	   ______	   ______
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING						9,596,689	8,878,369	8,507,301
                                          						   ______	   ______	   ______
								
								
								
								
								
								
								



								
        The accompanying notes are an integral part of these statements.								
							                              F-4

                  REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES							
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY							
            FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994							
	                (Amounts in thousands, except per share data)							
								
	                                    			  Add'l	 		         Treasury
           		             Common Stock   Paid-In  Accum.     Stock    
	                        	Shares	Amount	 Capital	Deficit	Shares	Amount	Equity
                          ------	------		-------	-------	------	------	------	
								
BAL.,JANUARY 1, 1994   		8,390,000	 $84	 $2,205 ($2,080) 	 ---	   ---	   $209
								
Issuance of common stock		 469,203	   5	     19	    ---	   ---	   ---     	24
								
Net loss                  		 ---    ---	   ---	    (58) 		 ---    ---    	(58)
		                         ______ ______ ______ ______ 	______ ______ _______
								
BAL.,DECEMBER 31, 1994  	8,859,203	  89	  2,224 (2,138)	   ---	   ---    	175
								
Issuance of common stock		 114,998	   1	      4	    ---	   ---  	 ---      	5
								
Net loss                 		 ---   	 ---   ---     	(74)	   ---    ---   		(74)
		                         ______ ______ ______ ______	 ______ ______ _______
								
BAL.,DECEMBER 31, 1995   8,974,201	  90	 $2,228	(2,212)	   ---	   ---    	106
								
Acquisition of stock in								
connection with SSBE 								
transaction	              	 ---	    ---	  ---	     --- 	500,000	 50,000	  ---
								
Exchange of registered								
stock for restricted 								
stock		                     ---	    --- 	 ---	     --- 	570,844	   ---  	 ---
								
Issuance of stock		     3,492,988	   35	    289	   ---(1,070,844)(50,000)	324
								
Net loss                		  ---	    ---	  ---	     (90)	   ---   	 ---   	(90)
		                         ______ ______ ______ ______  ______ ______ _______
BAL., DECEMBER 31, 1996								
	                     	12,467,189 	$125	 $2,517	($2,302)   	0     	$0	    $340
								
								
In November, 1995, the Company offered 500,000 shares of its common stock as 
restricted	stock for $.05 per share through a private placement memorandum or
other private transactions.  In March, 1996, the Company offered 500,000 shares
of its common stock as restricted stock	for $.02 per share to raise working 
capital.  							
								
At December 31, 1996, the Company had sold 451,300 shares of its common stock
as restricted stock for an average price of $.033 per share to raise working 
capital in 1995	and 1996 under the aforementioned resolutions						
								
At September 30, 1996, the Company issued 3,141,688 previously unissued shares
of its common stock as restricted stock as partial consideration for the 
Technology License.							
								
			

					
			
        The accompanying notes are an integral part of these statements. 							
                                 				F-5				
								
								
	                  REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES							
	                     CONSOLIDATED STATEMENTS OF CASH FLOWS							
	                        FOR THE YEARS ENDED DECEMBER 31,							
	                 (Amounts in thousands, except per share data)  							
								
						                                           1996       	1995      	1994
CASH FLOW FROM OPERATING ACTIVITIES:								
								
	Net loss		                                      ($90)      	($74)     	($58)
Adjustments To Reconcile Net Earnings Loss								
  to Net Cash Provided (Used) by Operating Activities:								
	Gain on sale of assets			                      	 	(3)        	(4)	       --
	Depreciation, depletion, amortization and 
  impairment	                                 		 		39         	28	        11
	(Increase) Decrease in 							
	  Accounts receivable				                        	(1)        	30       	(67)
	  State tax refunds receivable					               --          	2        	12
	  Other current assets			                       	 	2         	(3)       	(6)
	  Costs and estimated earnings in excess
     of billings		                   			           --	        (15)	       --
	Increase (Decrease) in							
	  Accounts payable and accrued liabilities	  		 		12         	(6)       	76
	  Accrued compensation				                       	14	         --         	1
						                                          ______	     ______	    ______
								
Net Cash Used In Operating Activities		       				(27)	       (42)	      (31)
						                                          ______	     ______	    ______
								
CASH FLOW FROM INVESTING ACTIVITIES:								
								
	Proceeds from sale of oil and gas properties	     --         	37	        --
	Net collections on notes receivable			           		2         	14        	31
	Proceeds (Costs) of investment in subsidiary			  		6	         --	       (50)
	(Increase) Decrease of property and equipment		   --         	17        	(1)
	(Increase) Decrease in other assets					          --        	(25)        	7
						                                           ______	    ______	    ______
								
Net Cash Provided (Used) From Investing Activities  8         	43       	(13)
						                                           ______	    ______	    ______
								 
CASH FLOW FROM FINANCING ACTIVITIES:								
								
	Net repayment of borrowings		        			          --        	(20)       	(3)
	Issuance of common stock			                      		9          	5        	10
	Net proceeds from (repayment of) note 
  to stockholder			                               		2	         (2)	      (10)
						                                           ______	    ______	    ______
								
Net Cash Provided (Used) From Financing Activities 11	        (17)       	(3)
						                                           ______	    ______ 	   ______
								
Decrease In Cash				                             		(8)	       (16)      	(47)
						                                           ______	    ______	    ______
								  
Cash at Beginning of Period	                   					9         	25        	72
						                                           ______	    ______	    ______
								 
Cash at End of Period	                      					$  1      	$   9	     $  25
						                                           ______	    ______	    ______
								
SUPPLEMENTAL DISCLOSURES								
								
	Cash paid during the period for interest          --	          2	         4
						                                           ______	    ______	    ______
								
								
	       The accompanying notes are an integral part of these statements. 							
				                                 F-6				

                  REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1996, 1995 AND 1994

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Regent Technologies, Inc. (the "Company"), formerly Regent Petroleum Corpora-
tion, was incorporated on January 18, 1980, for the purpose of exploration and
development of oil and gas properties in the United States.  Activities of the
Company up to 1992 were primarily organization, issuance of equity capital and
acquisition of developed and undeveloped oil and gas properties which included
the formation of Earth Minerals, Inc. in 1991, which was later renamed Regent 
Industries, Inc.  In 1992, the Company redirected its core business to enviro-
mental technologies and Regent Industries joint-ventured water filtration sys-
tems.  In 1994, the Company acquired SSB Environmental, Inc. ("SSBE"), which
was organized for the purpose of providing environmental services and was 
accounted for under the purchase mehtod of accounting.  Effective January 1,
1996, the Company sold 100% of Regent Industries and 81% of its interest in 
SSBE, and the remaining 19% is accounted for on the cost method of accounting.
In September, 1996, the Company licensed proprietary technology for the purpose
of offering Internet access and related products and services.  During the 
fourth quarter of 1996, the Company organized TEL1 Communications, Inc. as a
wholly owned subsidiary to market its Internet and telecommunications products
and services.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries.  Regent Industries and SSBE were consolidated 
in the financial statements of the Company in the fiscal years ended 1994 and 
1995 and  TEL1 Communications, Inc., incorporated in Nevada in December, 1996., 
and registered in Texas as Turbonet, Inc., was consolidated for the fiscal year
ended 1996.

Use of Estimates

Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and 
liabilities, the disclosure of contingent assets and liabilities, and reported
revenues and expenses.  Actual results could differ from these estimates.  

Revenue and Cost Recognition on Contracts

The Company recognizes revenues from fixed-price contracts on the percentage-
of-completion method, measured by the percentage of cost incurred to date to 
estimated total cost for each contract.  Contract costs include all direct 
material and labor costs and those indirect costs related to contract per-
formance, such as indirect labor, supplies, tools, repairs and depreciation.
Selling, general, and administration  costs  are  charged  to  expense as  
incurred.  Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined.  Changes in job performance,
job conditions, and estimated profitability may result in revisions to costs
and income, which are recognized in the period in which the revisions are
determined.  Changes in estimated job profitability resulting from job per-
formance, job conditions, contract penalty provisions, claims, change orders, 
and settlements, are acocunted for as changes in estimates in the current 
period.

The asset, "Costs and estimated earnings in excess of billings", represents 
revenues recognized in excess of amounts billed.  The liability, "Billing in 
excess of costs and estimated earnings", represents billings in excess of 
revenues recognized.

                                     F-7
                 REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1996, 1995 AND 1994

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued

Depreciation, Amortization and Impariment

Depreciation of furniture and fixtures is provided in amounts sufficient to 
relate the cost of depreciable assets to operations over their estimated 
service lives (5 years).  The straight-line method of depreciation is used 
for financial reporting purposes, while accelerated methods are used for tax 
purposes.  Amortization of the Technology License is provided in amounts which
reflect the anticipated minimum number of years of the License Agreement (10 
years). Amortization of Goodwill and Intangibles is provided in amounts to 
reflect the life of the asset purchased (40 years and 15 years respectively).
  
Stock Options and Awards

In 1994, as part of the acquisition of SSBE, the Company adopted a nonquali-
fied stock option plan which was terminated with the sale of 81% of the SSBE 
stock.  The Plan terminated without the grant of any stock thereunder.

In 1995, the Directors approved a resolution granting each Director stock 
options of 100,000 shares with an exercise price of $.075 for a term of ten 
years or ninety days after termination or resignation, whichever comes first.
 
Income Taxes

The Company utilizes the method of accounting for income taxes set forth in 
Statement of Financial Accounting Standards No. 109 "Accounting for Income 
Taxes" (SFAS 109).  SFAS 109 requires the recognition of deferred tax liabi-
lities and assets for the expected future tax consequences of events that have
been recognized in the Company's financial statements or tax returns.  Under 
this method, deferred tax liabilities and assets are determined based on the 
difference between the financial statement carrying amounts and tax bases of 
assets and liabilities, using enacted tax rates in effect in the years in 
which the differences are expected to reverse.  These temporary differences 
primarily relate to depreciation, depletion and amortization.  The Company has
not recognized the benefit of any net operating loss carryforwards as the 
result of adopting SFAS 109, and no deferred tax assets have been recorded in
the books of the Company due to uncertainty as to the Company's ability to 
utilize the loss carryforwards.

Consolidated Statements of Cash Flows

The Company does not consider any of its assets to meet the definition of a 
cash equivalent.

(2)  SALE OF ASSETS

Effective January 1, 1996, the Company sold 81% of its ownership in SSBE to 
management of SSBE for the consideration of cash of $10,000 and 500,000 shares
of common stock of the Company, of which 29,156 shares were registered shares 
of common stock of the Company.  The sale resulted in a gain of $2,765.  The 
remaining 19% investment ownership has a book value of $13,496,  which can by
purchased by the buyers under a two year option for the consideration of the 
greater of the Company's book value or the market value at the date of the
exercise of the option.

                                     F-8
                 REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1996, 1995 AND 1994

The following summarized information presents the results of operations of 
SSBE for the years ended December 31, 1995 and December 31, 1994.  The contract
with the Town of Hague, New York, accounted for $421,794 of the $435,577 total 
revenues in 1995 and $79,684 in 1994.  This contract was suspended indefinitely
in 1996.
  							                                       1995  	             1994   
Revenues                                    $ 435,577            $ 79,684
Net loss                                      ($3,946)            ($7,682)
Net loss per common share                    ($0.0004)           ($0.0009)
Weighted average common shaes               8,878,369           8,507,301

(3)  PURCHASE OF TECHNOLOGY LICENSE

Effective August 16, 1996, the Board of Directors of the Company approved the
acquisition of the license (the "Technology License") of the hardware and the
software necessary for the Company to offer dialup access to the Internet.  
The license was obtained from NKN Technologies, Inc. ("NKN") for the conside-
ration of the grant of 2,500,000 shares of common stock of the Company, consis-
ting of 600,000 registered shares and 1,900,000 restricted shares.  To have a 
sufficient number of registered shares, the Board of Directors approved the 
exchange of three (3) shares of restricted stock for one (1) share of registered
stock resulting in the exchange of 1,712,532 shares of restricted stock for 
570,844 registered shares.  The Company issued 3,141,688 shares of newly issued
restricted common stock plus the 500,000 shares received from SSBE to satisfy 
the consideration for the license, all valued at $.10 per share.  

(4)  NOTES RECEIVABLE
	                                                     1996         1995   
Financing note receivable, bearing interest at 7%,
payable in monthly installments of $400, including
interest, through May 1996, collateralized by a 
water distillation unit with an original 
cost of $10,180                                    $   ---	    $   2,471


(5)  OTHER ASSETS
                                     	                1996     	   1995 
 
Goodwill, less accumulated amortization of $ 2,391	    ---	       74,107
in 1995.

Investment, minority ownership SSBE	                 13,496 		     ---

Intangibles, less accumulated amortization 
of $10,927 in 1995.                                    ---        25,570

Technology License, less accumulated amortization                           
of $9,104 in 1996.                     	            355,064        ---      
                                                    -------      -------
                                        	      $    368,560 	 $   99,677




                                       F-9
                  REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1996, 1995 AND 1994

(6)  TRANSACTIONS WITH RELATED PARTIES

From October 1992, through March 1997, the Company rented administrative 
office space from the President for $750.00 per month.

In 1994, SSBE issued two notes payable to Schillinger, Salerni and Boyd, Inc.,
owned by certain stockholders of the Company.  In 1995, the Company paid 
$109,039 to Schillinger, Salerni and Boyd, Inc. for services rendered. 

In November 1995, the wife of the Company's President, purchased 100,000 
restricted shares of the Company's common stock for $.05 per share.

Effective January 1, 1996, management of SSBE purchased 81% of the ownership 
of SSBE from the Company for 500,000 shares of the common stock of the Company
and cash of $10,000.  Management also received an option for two years to 
purchase the remaining 19%.  

In May 1996, the Board of Directors of the Company approved the sale of 
500,000 shares of restricted common stock for $.02 per share to raise working
capital.  In the second and third quarters, the wife of the Company's Presi-
dent, purchased 225,000 shares of common stock of the Company in two transac-
tions for a total of $4,500 to provide working capital.  

In June 1996, the wife of the Company's President, purchased the stock of 
Regent Industries, Inc. with an effective date of January 1, 1996.  The stock
had a book value of less than $100 and was sold for $300 for the purpose of 
raising working capital for the Company.

In September 1996, certain officers and directors of the Company exchanged 
520,844 registered shares of common stock of the Company for 1,562,532 shares
of restricted stock of the Company to complete the grant of registered stock
to NKN.

On December 31, 1996, and January 27, 1997, the President issued notes to the
Company in the amounts of $2,000 and $1,500 to assist in the payment of cer-
tain trade payables.  The notes are due upon demand and bear interest at eight
percent (8%) per annum.

On February 27, 1997 and March 19,1997, the wife of the Company's President 
purchased on each date 100,000 of restricted common stock of the Company for 
$.05 per share.

On April 1, 1997, Mr. Roy Mers, a director since March, 1997, purchased 
200,000 shares of restricted common stock of the Company for $.05 per share.

(7)  COMMITMENTS

In April, 1997, the Company moved its corporate offices to 350 N. St. Paul, 
Suite 2410, Dallas, Texas, under a month-to-month lease which provides for 
rental payments of $750 per month.  Rent expense was approximately $9,600 in 
1996 and 1995 and $12,000 in 1994.







                                      F-10
                  REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1996, 1995 AND 1994

(8)  INCOME TAXES

There is no provision for federal income taxes due to the net operating losses.
The Company has net operating loss carryforwards for tax purposes totaling 
approximately $2,257,000, which expire at various dates beginning in 1996 and
expiring in 2010.  The utilization of the net operating loss carryforwards to
offset future taxable income could be significantly restricted under Section 
382 of the Internal Revenue Code due to a change of 50 percent or more of 
ownership of the Company in the last three years.

(9) STATEMENTS OF CASH FLOWS

Excluded from the consolidated statements of cash flows were the effects of 
certain non-cash investing and financing activities, as follows:

                                                    Year ended December 31, 
    							                                       1996  	    1995  	    1994 
                                                 ------     ------     ------

Issuance of common stock for directors' fees		$   ---	 	$    750	 	$     --- 

Issuance of common stock with sale of note		      ---        100         ---

Issuance of common stock upon acquisition
  of SSBE on December 19, 1994		           	      ---	       ---	   	 22,079

Issuance of  27,599 shares common stock
  upon settlement of consulting agreement
  with investment banker on October 31, 1994		    ---		      ---	  	   1,380

Issuance of note for costs of intangibles		       ---		      ---   		 44,111 

Sale of 81% of SSBE's net assets
  for 500,000 shares of common stock      			  47,535	       ---		       ---

Issuance of 3,141,688 shares of common stock
  and 500,000 shares of Treasury stock for
  the acquisition of the Technology License		 364,000	       ---		       ---

Issuance of 26,300 shares of common stock
  for trade payable		                   			       526	       ---		       ---

(10)  CONCENTRATION OF CREDIT RISK

The Company receives its revenues from various individual and business accounts
for Internet access and from reseller contracts for telecommunications products
and services.

(11)  EARNINGS PER COMMON SHARE

Earnings per common share are based on the weighted average number of shares 
outstanding during each year.



                                       F-11
Item 8.  Changes In and Disagreements with Accountants on Accounting and 
         Financial Disclosures

(a)  The client-auditor relationship between the registrant and its principal
accountant for the periods ending 1994, Farmer, Fuqua, Hunt & Munselle, P.C.,
ceased effective December 31, 1995.  The decision to change accountants was 
recommended by the audit committee due to the change of employment of the 
primary auditor performing the audit of the registrant's financial statements.

The former accountant`s reports on the financial statements of the registrant
for the year ended 1994 did not contain an adverse opinion or a disclaimer of
opinion or was qualified in any way.  There were no disagreements with the 
former accountant at any time.

(b) A new independent principal accountant was engaged by the registrant for 
1995.  The name of the registrant's new principal accountant is Salmon, Beach
& Company, P. C., 12720 Hillcrest Road, Suite 900, Dallas, Texas 75230.   Mr.
William H. Sims, a CPA with the registrant's principal accountant, was the 
registrant's primary auditor with the firm of Farmer, Fuqua, Hunt & Munselle.
 
                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

The directors and executive officers of the Company, together with certain 
information about them, are as follows:
      	Name		           	Age         		Director Since    		Position
       -------------------------------------------------------------------
	    Roy W. Mers       		50	           March, 1997		    Director, Chairman
									                                               and CEO
	    David A. Nelson    	49	          	October, 1992  		Director, President, 
									                                               COO and Secretary
	    Gordon M. Boyd     	51	          	December, 1994	  Director
	    William D. Bingham 	42		          December, 1994	  Director

Mr. Mers has served as a director since March, 1997, and Chairman of the Com-
pany since April, 1997.  From May, 1996 to March, 1997, Mr. Mers was the Chief
Financial Officer and Board member of National Knowledge Networks, Inc.  NKN 
is a member of the Verio network and is the leading wholesale Internet provider
in the Dallas-Ft. Worth metroplex.  As the recent past President of Electronic 
Transmission Corporation, Mr. Mers participated in and directed the initial 
growth of the company which successfully developed network integration of 
managed care financial data.  Mr. Mers was the founding stockholder of Hunting-
ton Systems which was instrumental in the integration of the Canon Color Laser
technology as a computer output device.  Mr. Mers served as a consultant to JC
Penney Company and Sony Corporation to develop a viable digital photography.
Mr. Mers holds a BS degree from Southern Methodist University and has completed
graduate studies in economics and finance.
  
Mr. Nelson has served as President of the Company since October, 1992.  From 
November, 1988 to September, 1992, Mr. Nelson was President, Chief Executive 
Officer and Chairman of Intramerican Corporation, formerly Intramerican Oil 
and Minerals, Inc., a public oil and gas corporation.  Mr. Nelson managed the
rebuilding of Intramerican through the addition of business segments related 
to gas gathering and property management and  moved the company from a nega-
tive earnings position in 1988 to consecutive profitable years in 1989, 1990
and 1991.  Mr. Nelson grauduated from Baylor University with BA and JD degrees

                                             7
and Texas A&M with a Masters in Computing Sciences.  He is a licensed attorney 
in the State of Texas.  He was employed from 1971 to 1983 at Republic National 
Bank and last served as a Vice President in the commercial lending department.

Mr. Boyd is President of SSB Environmental, Inc. and was the founder of 
Schillinger, Salerni and Boyd, Inc. which specializes in environmental consult-
ing services to the solid waste management and recycling industries.  From 1979
to 1983, Mr. Boyd served as an environmental policy aide to the State Assembly 
of New York.  In 1983, he was appointed executive director of the New York State
Legislative Commission on Solid Waste Management.  In 1989, he was appointed by 
the Governor of New York to the State Solid Waste Management Board.  Mr. Boyd
is a graduate of Hamilton College with a BA degree.

Mr. Bingham is President of Forecast Futures Group, Inc., a network computer 
technology company serving the financial markets.  Mr. Bingham is also a prin-
cipal in Internetexplorer, a venture specializing in website development for 
businesses.  From 1986 to 1994, Mr. Bingham was a Vice President of Browning 
Ferris Industries where he helped launch BFI's medical waste business.   As  
a  Vice  President, Mr. Bingham initiated BFI's  entry  into  the  organic 
waste business and as a Divisional Vice President, he had responsibility for
all operations in New York and Connecticut.  His education includes studies at
Stanford and UCLA. 
	
Item 10.  Executive Compensation

Compensation which the Company paid for services in all capacities for the 
year ended December 31, 1996, to the executive officers of the Company is set
forth as follows:

                                       							Long Term Compensation
		                 		Annual Compensation	       Awards     Payouts
  Awards     Payouts
(a)             		(b)	  (c)	  (d) 	(e)    	  (f)	     (g)      	(h)    	(i)
Name					                         	Other
and						                          Annual 	  Restricted
Principal						                    Compen-	  Stock	  Options/	  LTIP	  Other
Position			      Year	Salary	Bonus	sation(1) Awards	  SARs(#)	Payouts Comp.(3)
-----------------------------------------------------------------------------   
David A. Nelson,
President (2)    1996	$24,000   -- 	$6,000 
			              1995	$24,000   --  $1,600
			              1994	$24,000   --  $1,600
(1)  Other Annual Compensation is an automobile allowance.
(2)  The Company rented administrative office space from the President for 
     $750.00 per month.  This rental was terminated March 31, 1997. 
(3)  The Company paid, or otherwise incurred, a consulting fee of $24,000 to 
     the President in 1996, 1995 and 1994.
(4)  The Company also paid the following consulting fees in 1995:  Salerni, 
     Schillinger & Boyd, Inc., $109,038 and $360 to the Law firm of 
     Lawrence R. Schillinger.

Other Benefits.

The Directors of the Company receive $250 each for meetings attended and each
director has agreed to convert the Director's fee to newly issued restricted 
common stock at a price of $.15 per share to conserve cash.  Also, the Direc-
tors voted to grant each Director stock options of 100,000 shares with an 
exercise price of $.075 for a term of ten years or ninety days after termina-
tion or resignation as a Director, whichever comes first.  

Effective April 1, 1997,  the Company approved employment contracts for the 
Chairman and the President.  The contracts call for a base salary of $10,000 
and $9,000 respectively, with half being paid in Company stock at $.10, at 
the Company's election, per share for six months and the cash portion of the 
salary being deferred until the Company receives capitalization of $200,000. 
The Chairman has agreed to capitalize the Company with $100,000 through the 
purchase of 2,000,000 shares of restricted common stock for $.05 per share.
As of April 12, 1997, the Chairman had acquired 200,000 shares for $10,000.

                                       8
Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the ownership of the Company's Common Stock 
$.01 par value per share as of December 31, 1996, by (i) each person who is 
known by the Company to own beneficially more than 5% of the outstanding 
shares of its Common Stock and (ii) information as to the shares beneficially
owned by all directors and officers of the Company as a group.

Principal Shareholders

The following table sets forth certain information respecting the holdings of
each shareholder who was known to the Company to be the beneficial owner, as 
defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, of 
more than 5% of the Common Stock of the Company.  Each of the persons or enti-
ties named below as beneficially owning the shares set forth opposite his name
has sole voting power and sole investment power with respect to such shares, 
unless otherwise indicated.  The amounts include spousal ownership and the 
grant of director options.

Name and address of 			        Amount and Nature of	         Beneficial
Beneficial Owner		       	     Beneficial Ownership 	        Ownership

Roy W. Mers (1)			                	1,283,333 Shares           		 9.67%
3537 Normandy Avenue, Unit C			
Dallas, Texas 75205

David A. Nelson                				3,478,760 Shares	           	26.22%	
3424 Princeton Avenue
Dallas, Texas 75205

NKN Technologies, Inc. (1)      			1,666,667 Shares           		12.56%
400 N. St. Paul, Suite 500
Dallas, Texas 75201

Jesse G. Edwards		              		1,712,073 Shares	            	12.90%
1890 Valley View Lane
Tyler, Texas 75703

(1)  Includes 833,333 shares of indirect ownership through Mr. Mers' one 
     third ownership of NKN Technologies, Inc.

Security Ownership of Management

The following table sets forth certain information with respect to the Common
Stock of the Company beneficially owned by the directors and the directors and
officers as a group and includes director options.  The person named below as 
beneficially owning the shares set forth opposite his name has sole voting 
power and sole investment power with respect to such shares, unless otherwise
indicated.

Name and address of        			    Amount and Nature of  	         Beneficial
Beneficial Owner		           	    Beneficial Ownership (1)	        Ownership
------------------                --------------------
Roy W. Mers, Chairman	                1,283,333 Shares	           	 9.67%
David A. Nelson, President and Sec.  	3,478,760 Shares	            26.22%
Gordon M. Boyd, Director			             366,532 Shares		            2.76%
William D. Bingham				                  100,000 Shares		             .75%
Officers and Directors as a Group	   	5,228,625 Shares	           	39.41%

                                      9
Item 12.  Certain Relationships and Related Transactions

From October 1992, through March 1997, the Company rented administrative 
office space from the President for $750.00 per month.

In 1994, SSBE issued various notes payable to Schillinger, Salerni and Boyd, 
Inc., owned by certain stockholders of the Company.  In 1995, the Company 
paid $109,039 to Schillinger, Salerni and Boyd, Inc. for services rendered. 

In November 1995, the wife of the Company's President, purchased 100,000 
restricted shares of the Company's common stock for $.05 per share.

Effective January 1, 1996, management of SSBE purchased 81% of the ownership 
of SSBE from the Company for 500,000 shares of the common stock of the Company
and cash of $10,000.  Management also received an option for two years to 
purchase the remaining 19%.  

In May 1996, the Board of Directors of the Company approved the sale of 
500,000 shares of restricted common stock for $.02 per share to raise working
capital.  In the second and third quarters, the wife of the Company's Presi-
dent, purchased 225,000 shares of common stock of the Company in two transac-
tions for a total of $4,500 to provide working capital.  

In June 1996, the wife of the Company's President, purchased the stock of 
Regent Industries, Inc. with an effective date of January 1, 1996.  The stock
had a book value of less than $100 and was sold for $300 for the purpose of 
raising working capital for the Company.

In September 1996, certain officers and directors of the Company exchanged 
520,844 registered shares of common stock of the Company for 1,562,532 shares
of restricted stock of the Company to complete the grant of registered stock 
to NKN.

On December 31, 1996, and January 27, 1997, the President issued notes to the
Company in the amounts of $2,000 and $1,500 to assist in the payment of 
certain trade payables.  The notes are due upon demand and bear interest at 
eight percent (8%) per annum.

On February 27, 1997 and March 19,1997, the wife of the Company's President 
purchased on each date 100,000 of restricted common stock of the Company for 
$.05 per share.  On April 1, 1997, Mr. Roy Mers purchased 200,000 shares of 
restricted common stock of the Company for $.05 per share.

                                     PART IV

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

   (a)  Listing of Documents

	(1)	Financial Statements.  The Company's Consolidated Financial Statements 
included in Item 7 hereof, as required at December 31, 1996 and 1995, and for
the years ended December 31, 1996, 1995, 1994, consist of the following:

     		Consolidated Balance Sheets
		     Consolidated Statements of Operations
	     	Consolidated Statements for Stockholders' Equity
	     	Consolidated Statements of Cash Flows
		     Notes to Consolidated Financial Statements

                                      10
	(2)	Exhibits.

		2.1	Agreement  and Plan of Reorganization relating to the Acquisition 
      of SSB Environmental,  Inc. as a subsidiary of Regent Petroleum 				
      Corporation.  (1)

		3.1	Restated Articles of Incorporation of Regent Technologies, Inc.  (2)

		3.2	Bylaws of Regent Technologies, Inc. as amended.  (2)

		22.  	List of Subsidiaries
		
(1)  Incorporated by reference to Regent Petroleum Corporation Proxy 
Statement for Special Meeting of Shareholders held December 19, 1994, dated 
November 28, 1994.

(2)  Incorporated by reference to Regent Petroleum Corporation Proxy Statement
for Special Meeting of Shareholders held January 26, 1988, dated December 30, 
1987. 	
 
(b)  Reports on Form 8-K.

The Company filed an 8-K on November 21, 1996 announcing a Private Placement 
Offering to sell common stock and warrants to raise $400,000.  This offering 
expired without subscriptions. 

                                 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.

                         REGENT TECHNOLOGIES, INC.

                     				By:  David A. Nelson
				                          ---------------
                              David A. Nelson
				                          President

Dated:  April 12, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the date indicated.

         	Name		                     		Title                  				Date	 

   	/s/David A. Nelson	       	Director and President,	    	April 12, 1997
	      David A. Nelson       		the Principal Executive
					  Officer and Principal
  					Accounting Officer

   	/s/Gordon M. Boyd	        	Director                  			April 12, 1997
      	Gordon M. Boyd




                                       11
                                   Exhibit 22


                           Regent Technologies, Inc.
                             List of Subsidiaries

                    			1.	TEL1 Communications, Inc.
			                      	350 N. St. Paul Street, Suite 2410
			                      	Dallas, Texas 75201