UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
              ____________________________
     
                      FORM 10-QSB
     
     (Mark One)
     
     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES AND EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 1996
     
     [  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES ACT OF 1934
         For the transition period from                to            .
     
               Commission File No. 1-6336
     
                        Petrominerals Corporation                  
     (Exact name of registrant as specified in its charter)
     
         Delaware                           No. 95-2573652     
     (State or other jurisdiction of   (I.R.S. Employer Identification
     incorporation or organization)    No.)
     
       915 South Westminster Avenue, Alhambra, California  91803
            (Address of principal executive offices)
   
                                  (818) 284-8842             
     (Registrant's telephone number, including area code)
     
     Indicate by check mark whether the Registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the
     Securities Exchange Act of 1934 during the preceding 12 months (or
     for such shorter period that the Registrant was required to file
     such reports), and (2) has been subject to such filing requirements
     for the past 90 days.
     
                   [  ]          [X]
                    No          Yes
     
     The number of shares of Registrant's common stock outstanding at
     November 8, 1996 was 8,475,336.
          <PAGE>
               PETROMINERALS CORPORATION
     
                         INDEX
     
     
                                                               Page
     
     PART I - FINANCIAL INFORMATION
     
     Item 1  Unaudited Consolidated Financial Statements
     
         Consolidated Balance Sheets September 30, 1996
         and December 31, 1995 . . . . . . . . . . .             3
     
         Consolidated Statements of Operations
         for the three and nine months ended 
         September 30, 1996 and 1995 . . . . . . . .             5
     
         Consolidated Statements of Cash Flows
         for the nine months ended September 30, 
         1996 and 1995 . . . . . . . . . . . . . . .             6
     
         Notes to Consolidated Financial Statements .            7
     
     
     Item 2.  Management's Discussion and Analysis of Financial
     
       Condition and Results of Operations . . . . .             8
     
     
     PART II - OTHER INFORMATION . . . . . . . . . .            10
     
     SIGNATURES. . . . . . . . . . . . . . . . . . .            11
          <PAGE>
             PART I - FINANCIAL INFORMATION
          <PAGE>
Item 1.  Unaudited Consolidated Financial Statements


                    PETROMINERALS CORPORATION
                   CONSOLIDATED BALANCE SHEETS
     (Dollars in thousands, except par value and share data)


                              ASSETS


                                           September 30,  December 31,
                                               1996           1995    
                                            (Unaudited)     (Audited)   

Current Assets
  Cash and cash equivalents                $         240  $         325
  Accounts receivable, net                           130             83
  Inventories                                         40            171
  Prepaid expense                                     34             11

    Total Current Assets                             444            590

Restricted Cash                                       84             84

Property and Equipment, net (including
  oil and gas properties accounted for
  on the successful efforts method)                2,082          2,159

Notes Receivable and Other Assets                    491            510

    Total Assets                           $       3,101  $       3,343
































   See accompanying notes to consolidated financial statements.
<PAGE>







               LIABILITIES AND STOCKHOLDERS' EQUITY


                                           September 30,  December 31,
                                               1996           1995    
                                            (Unaudited)     (Audited)   

Current Liabilities
  Accounts payable                         $         137  $        218
  Current portion of long-term debt                  155           170
  Accrued liabilities                                 21            86
  Royalties payable                                   37            24
                                           
    Total Current Liabilities                        350           498
                                           
Long-Term Debt, net of current portion               333           343
Liabilities Subject to Compromise                     -            555
                                           
    Total Liabilities                                683         1,396
                                           
Stockholders' Equity                       
  Preferred stock:                         
    $.10 par value, 5,000,000 shares       
      authorized; no shares issued         
      and outstanding                                 -             -  
  Common stock:                            
    $.10 par value, 20,000,000 shares      
      authorized; 8,475,336 and 8,460,336  
      shares issued and outstanding at     
      September 30, 1996 and December 31,  
      1995, respectively                             847           847
                                           
Capital in Excess of Par Value                       558           558
Retained Earnings                                  1,013           542
                                           
    Total Stockholders' Equity                     2,418         1,947
                                           
    Total Liabilities and                  
      Stockholders' Equity                 $       3,101  $      3,343























   See accompanying notes to consolidated financial statements.
<PAGE>
                    PETROMINERALS CORPORATION
              CONSOLIDATED STATEMENTS OF OPERATIONS
             (In thousands, except per share amounts)
                           (Unaudited)


                                    For the three months   
                                     ended September 30,  
                                          1996         1995    
                                                 (Restated) 

REVENUES
  Oilfield services               $         6  $        23 
  Oil and gas                             288          295 
  Gain on sale of assets                   18          115 
  Other income                              4            3 

   Total Revenues                         316          436 

COSTS AND EXPENSES
  Oilfield services                        37          283 
  Oil and gas                             127          183 
  Depreciation, depletion and 
    amortization                           32           32 
  General and administrative              102          132 
  Interest                                  1            1 
  Other                                    12            9 

    Total Costs and Expenses              311          640 

Net Income (Loss) Before 
  Reorganization Items                      5         (204)

Reorganization Items:
  Gain (loss) on debt forgiven             -            -
  Loss on asset sales                      -        (1,192)

Net Gain (Loss) on Reorganization 
  Items                                    -        (1,192)

Net Income (Loss)                  $        5  $    (1,396)


Net Income  (Loss) Per Share              .00         (.17)

Weighted Average Common Shares 
  Outstanding                           8,475        8,415 























   See accompanying notes to consolidated financial statements.
<PAGE>
                    PETROMINERALS CORPORATION
              CONSOLIDATED STATEMENTS OF OPERATIONS
             (In thousands, except per share amounts)
                           (Unaudited)


                                    For the three months   
                                     ended September 30,  
                                          1996         1995    
                                                 (Restated) 

REVENUES
  Oilfield services               $        14  $       762 
  Oil and gas                             839        1,022 
  Gain on sale of assets                   50          313 
  Other income                              7            9 
                                  
   Total Revenues                         910        2,106 
                                  
COSTS AND EXPENSES                
  Oilfield services                       164        1,479 
  Oil and gas                             467          571 
  Depreciation, depletion and     
    amortization                           91          106 
  General and administrative              286          422 
  Interest                                  3           -  
  Other                                    27           96 
                                  
    Total Costs and Expenses            1,038        2,674 
                                  
Net Income (Loss) Before          
  Reorganization Items                   (128)        (568)
                                  
Reorganization Items:             
  Gain (loss) on debt forgiven            599           -  
  Loss on asset sales                      -        (1,192)
                                  
Net Gain (Loss) on Reorganization 
  Items                                   599       (1,192)
                                  
Net Income (Loss)                 $       471  $    (1,760)
                                  
                                  
Net Income (Loss) Per Share               .00         (.17)
                                  
Weighted Average Common Shares    
  Outstanding                           8,475        8,415 























   See accompanying notes to consolidated financial statements.
<PAGE>
                    PETROMINERALS CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (In thousands)
                           (Unaudited)


                                                    For the three months   
                                                      ended September 30,  
                                                          1996         1995    


Cash Flows from Operating Activities
  Net income (loss)                                $       471  $    (1,760)
  Adjustments to reconcile net income (loss) to
   net cash provided from operating activities:
    Depreciation, depletion and amortization                91          106
    (Gain) loss on sale of assets                          (50)          -  
    Loss from restructuring                                 -         1,909
  Changes in operating working capital:            
    Accounts receivable                                    (47)         446
    Inventory                                              131          200
    Other current assets                                    -           (68)
    Prepaid
    Liabilities subject to compromise                      (23)          -  
    Accounts payable                                      (555)          -  
    Royalties payable                                      (81)      (1,106)
    Accrued liabilities                                     13           (1)
    Deferred income taxes                                  (65)        (161)
                                                            -            -  
      Net Cash Used by Operating Activities        
                                                          (115)        (435)
Cash Flows from Investing Activities
  Capital expenditures                                      -            (9)
  Proceeds from sale of assets                              36          330 
  Collection of note receivable                             19           -  
                                                   
      Net Cash Provided by Investing                        55          321 
        Activities

Cash Flows from Financing Activities
  Principal payment of debt                                (25)        (158)
  Long-term debt borrowed                                   -           138 
  Restructuring of debt due                        
    to Chapter 11                                           -           609 
  Repayment of credit line                                  -          (285)
                                                   
      Net Cash Provided (Used) by                          (25)         304 
       Financing Activities                        

Net Increase (Decrease) in Cash 
  and Cash Equivalents                                     (85)         190 

Cash and Cash Equivalents at 
  beginning of period                                      409          236 

Cash and Cash Equivalents at 
  end of period                                    $       324  $       426 




   See accompanying notes to consolidated financial statements.
<PAGE>
               PETROMINERALS CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED
              SEPTEMBER 30, 1996 AND 1995
                      (Unaudited)
     
     
     
     NOTE 1 - BASIS OF PRESENTATION
     
     The financial information included herein is unaudited; however,
     such information reflects all adjustments (consisting primarily of
     normal recurring adjustments) which are, in the opinion of
     management, necessary for a fair statement of results for the
     interim periods. The results of operations for the nine month period
     ended September 30, 1996, are not necessarily indicative of the
     results to be expected for the full year.
     
     The accompanying consolidated financial statements do not include
     footnotes and certain financial presentations normally required
     under generally accepted accounting principles; and, therefore,
     should be read in conjunction with the Company's Annual Report on
     Form 10-K for the year ended December 31, 1995.
     
     Certain reclassifications have been made to the 1995 financial
     statements to conform to the presentation used in 1996.
     
     
     NOTE 2 - PER SHARE COMPUTATIONS
     
     Per share computations are based upon the weighted average number of
     common shares outstanding during each year. Common stock equivalents
     are not included in the computations since their effect would be
     anti-dilutive.
          <PAGE>
Item 2.  Management Discussion and Analysis of Financial Condition
              and Results of Operations
     
     Business Review
     
     Oil and Gas Segment
     
     With the recent increases in the price of oil, the Company has found
     it feasible to perform deferred remedial work on several of the
     wells in their remaining field located near Santa Clarita, in Los
     Angeles County, California.  This remedial work is expected to have
     a significant positive impact on future production; however, the
     increased costs have negatively impacted the year to date operating
     results.  The remedial work consisted primarily of well pulling, a
     stimulation project, and the addition of natural gas powered pumping
     units.  The Company's management feels that the price of oil will
     remain at near-current levels during the remainder of 1996, which
     should lead to increased profits in future periods. Profits in the
     Oil and Gas segment are currently offset by losses in the Oilfield
     Services segment.
     
     
     Oilfield Services Segment
     
     On May 16, 1996, the Company's wholly owned subsidiary, Hydro-Test
     International, Inc.'s (HTI) Chapter 11 plan of reorganization was
     accepted by the creditors and confirmed by the United States
     Bankruptcy Court for the Southern District of Texas, Houston
     Division. As such, HTI is no longer in bankruptcy and will satisfy
     their remaining pre-petition liabilities with future revenues.
     Additionally, the intercompany debt will be converted to equity at
     the rate of approximately $100,000 per year. Management has
     estimated that approximately $600,000 in total liabilities will be
     forgiven, based on elections made by the creditors. This estimate
     has been reflected as a reorganization item in the second quarter of
     the current year Statement of Operations. HTI will continue to
     operate its remaining facility near Waller, Texas, with the existing
     equipment. The Company does not currently have any plans to expand
     these operations and continues to sell off assets.
     
     Financial Condition
     
     The Company had a negative cash flow of approximately $8,000 during
     the three months ended September 30, 1996, which was primarily a
     result of the continued losses from HTI. The remedial work performed
     on the oil wells was expensed as incurred in the first two quarters
     of this year. This work is substantially complete and should not
     negatively impact future cash flows.
     
     The Company has entered into negotiations with a developer to build
     a golf course on the Company's 140 acres of land adjacent to their
     oilfields. The planned agreement is a lease which will begin on June
     15, 1997, with an option to purchase the property for approximately
     $2,700,000. This agreement, if finalized, will provide the Company
     with additional cash flow and ensure a compatible neighbor in the
     future. The developer has placed $100,000 in an escrow account as a
     good faith deposit.
          <PAGE>
Results of Operations
     
     Nine Months Ended September 30, 1996, as Compared with Nine Months
       Ended September 30, 1995
     
     The Company had losses from continuing operations of approximately
     $128,000 at September 30, 1996, compared to approximately $568,000
     at September 30, 1995, however, net income was approximately
     $471,000 at September 30, 1996, due to a one time gain on debt
     forgiven.  The large operating losses in 1995 were primarily due to
     the Company's wholly owned subsidiary HTI. The Company has since
     significantly downsized HTI's operations and sold off most of its
     assets as part of a restructuring plan that included Chapter 11
     reorganization. As part of this restructuring, approximately
     $600,000 in debt was forgiven by the creditors. This has been
     recorded as a reorganization item in the statement of operations at
     September 30, 1996, based on an estimate made by management. This
     estimate will be adjusted to actual at year end, based on the
     results of elections made by the creditors to receive either 25% of
     their original claim within 90 days or 50% over a 60 month period. 
     The results of these elections are currently being calculated,
     however, management does not anticipate any material adjustments to
     the current estimate.
     
     HTI was recorded as a discontinued operation in 1995, because it was
     management's intention to liquidate this segment.  The Company
     reversed this decision in September 1995, when management sought
     protection under Chapter 11 of the United States Bankruptcy Code,
     which requires the entity seeking protection to continue operating.
     HTI's results are included in continuing operations for both the
     period ended September 30, 1996, and the period ended September 30,
     1995, as restated.
          <PAGE>
              PART II - OTHER INFORMATION
          <PAGE>
ITEM 1.    LEGAL PROCEEDINGS
     
     The Company is not a party to nor is its property the subject of any
     material legal proceedings other than ordinary routine litigation
     incidental to its business, or which is covered by insurance, except
     as previously disclosed in the Company's Annual Report on Form 10-K
     for the year ended December 31, 1995; however, an attempt was made
     by one of the HTI creditors to seek damages from Petrominerals for
     debt that was forgiven in Chapter 11 reorganization. This case was
     dismissed on October 4, 1996, and management feels that other
     similar actions will end with the same result.
     
     
     ITEM 2. CHANGES IN SECURITIES
     
       None.
     
     
     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
     
       None.
     
     
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     
       None.
     
     
     ITEM 5.  OTHER INFORMATION
     
       None.
     
     
     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
     
       (a) Exhibits - None.
     
       (b) Reports on Form 8-K - None.
          <PAGE>
                       SIGNATURES
     
     
     
     
       Pursuant to the requirement 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.
     
     
                                PETROMINERALS CORPORATION 
                                                 (Registrant)
     
     
     
                               Paul L. Howard
                               President, CEO & Chief Financial Officer