PETROMINERALS CORPORATION

                                  FORM 10-QSB

                           FOR THE NINE MONTHS ENDED
                              SEPTEMBER 30, 1997

<PAGE>

<PAGE>         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-QSB

(Mark  One)
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<CAPTION>

<C>   <S>

 [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, 1997

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES ACT OF 1934
      For the transition period from to.
</TABLE>


                          Commission File No. 1-6336
                          --------------------------

                           Petrominerals Corporation
                           -------------------------
            (Exact Name of Registrant as Specified in its Charter)

                                   Delaware
                                   --------
        (State or other jurisdiction of incorporation or organization)

                                  95-2573652
                                  ----------
                     (I.R.S. Employer Identification No.)

           915 South Westminster Avenue, Alhambra, California  91803
           ---------------------------------------------------------
                   (Address of Principal executive offices)

                                (818) 284-8842
                                --------------
             (Registrant's telephone number, including area code)

Check  whether  the  Registrant  (1) filed all reports required to be filed by
Section  13  or 15(d) of the Securities Exchange Act during the past 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 August 4,
1997  was  8,475,336.


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<PAGE>
                           PETROMINERALS CORPORATION

                                     INDEX


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                                                                                          Page
                                                                                          ----
<S>                             <C>                                                <C>  <C>  <C>

PART I - FINANCIAL INFORMATION

Item 1.             Consolidated Financial Statements

                    Consolidated Balance Sheets September 30, 1997
                    and December 31, 1996                                  4

                    Consolidated Statements of Operations for
                    the three months and nine months ended
                    September 30, 1997 and 1996                            6

                    Consolidated Statements of Cash Flows for
                    the nine months ended September 30, 1997 and 1996      7

                    Notes to Consolidated Financial Statements             8


Item 2.             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                    9

PART II - OTHER INFORMATION                                               11

SIGNATURES                                                                12
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<PAGE>

<PAGE>
         See accompanying notes to consolidated financial statements.

                        PART I - FINANCIAL INFORMATION


<PAGE>
         See accompanying notes to consolidated financial statements.

ITEM  1.    CONSOLIDATED  FINANCIAL  STATEMENTS
            -----------------------------------

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

                                    ASSETS
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<CAPTION>


                                                    September 30,    December 31,
                                                        1997             1996
                                                   ---------------  --------------
                                                     (Unaudited)      (Audited)
<S>                                                <C>              <C>

Current Assets
  Cash and cash equivalents                        $           275  $          614
  Accounts receivable, net                                     138             183
  Inventories                                                   56              61
  Prepaid expenses                                              41              16
  Other current assets                                           -              20
                                                   ---------------  --------------

    Total Current Assets                                       510             894

Restricted Cash                                                 40              40

Property and Equipment, net (including oil and
  gas properties accounted for on the successful
  efforts method)                                            2,208           2,062

Notes Receivable and Other Assets                              478             461
                                                   ---------------  --------------

    Total Assets                                   $         3,236  $        3,457
</TABLE>



<PAGE>

<PAGE>
         See accompanying notes to consolidated financial statements.

                     LIABILITIES AND STOCKHOLDERS' EQUITY
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                                                   September 30,    December 31,
                                                       1997             1996
                                                  ---------------  --------------
                                                    (Unaudited)      (Audited)
<S>                                               <C>              <C>

Current Liabilities
  Accounts payable                                $           120  $          464
  Current portion of  long-term debt                            8               8
  Accrued liabilities                                         107              87
  Royalties payable                                            32              42
                                                  ---------------  --------------
    Total Current Liabilities                                 267             601

Long-Term Debt, net of current portion                          5               7
Prepetition liabilities                                       519             521
                                                  ---------------  --------------
LiabilitiesLiabilties                                         791           1,129
                                                  ---------------  --------------

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 authorized,
    8,475,336 shares issued and outstanding at
    September 30, 1997 and December 31, 1996                  848             848
Capital in Excess of Par Value                                563             563
Retained Earnings                                           1,034             917
                                                  ---------------  --------------
    Total Stockholders' Equity                              2,445           2,328
                                                  ---------------  --------------
    Total Liabilities and Stockholders' Equity    $         3,236  $        3,457
</TABLE>



<PAGE>

<PAGE>         See accompanying notes to consolidated financial statements.

        
                           PETROMINERALS CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                   (In thousands, except per share amounts)
                                  (Unaudited)
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<CAPTION>


                                             For the three months   For the nine months
                                              ended September 30,    ended September 30,
                                                 1997     1996          1997    1996
                                              ----------------        --------------    
<S>                                           <C>       <C>          <C>      <C>

REVENUES
  Oilfield services                           $     32  $    6       $    75  $   14 
  Oil and gas                                      243     288           832     839 
  Gain on sale of assets                             -      18             -      50 
  Other income                                     124       4           197       7 
                                              --------  ------        ------   -----
    Total Revenues                                 399     316         1,104     910 
                                              --------  ------        ------   -----

COSTS AND EXPENSES
  Oilfield services                                 52      37           131     164 
  Oil and gas                                      128     127           404     467 
  Depreciation, depletion and amortization          25      32            81      91 
  General and administrative                       115     102           345     286 
  Interest                                           1       1             2       3 
  Other expense                                      9      12            24      27 
                                              --------  ------        ------  ------
    Total Costs and Expenses                       330     311           987   1,038 
                                              --------  ------        ------  ------

Net Income (Loss) Before Reorganization Item        69       5           117    (128)
                                              ---- ---  ------        ------  ------

Reorganization Item
  Gain on debt forgiven                              -       -             -     599 
                                              --------  ------        ------  ------  
Net income                                    $     69  $    5        $  117  $  471 
                                              ========  ======        ======  ====== 
Net income per share                               .01     .00           .01     .06 
                                              ========  ======        ======  ======
Weighted average common shares outstanding       8,475   8,475         8,475   8,464 
                                              ========  ======        ======  ======

</TABLE>



<PAGE>

<PAGE>
         See accompanying notes to consolidated financial statements.

                           PETROMINERALS CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                (In thousands)
                                  (Unaudited)
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<CAPTION>


                                                                1997    1996
                                                               -----   -----
<S>                                                            <C>     <C>

Cash Flows from Operating Activities
  Net income                                                   $ 117   $ 471 
  Adjustments to reconcile net loss to net cash provided from
   Operating activities:
    Depreciation, depletion and amortization                      81      91 
    (Gain) loss on sale of assets                                  -     (50)
    Changes in operating working capital:
     Accounts receivable                                          45     (47)
     Prepaid                                                     (25)    (23)
     Inventory                                                     5     131 
     Other assets                                                 20       - 
     Accounts payable                                           (344)    (81)
     Royalties payable                                           (10)     13 
     Accrued liabilities                                          20     (65)
     Prepetition liabilities                                      (2)   (555)
                                                               ------  ------
      Net Cash Used by Operating Activities                      (93)   (115)
                                                               ------  ------

Cash Flows from Investing Activities
  Capital expenditures                                          (227)      - 
  Proceeds from sale of assets                                     -      36 
  Collection of note receivable                                  (17)     19 
                                                               ------  ------
      Net Cash Provided (Used) by Investing Activities          (244)     55 
                                                               ------  ------

Cash Flows from Financing Activities
  Principal payment of debt                                       (2)    (25)
                                                               ------  ------

Net Decrease in Cash and Cash Equivalents                       (339)    (85)
Cash and Cash Equivalents at beginning of period                 654     409 
                                                               ------  ------
Cash and Cash Equivalents at end of period                     $ 315   $ 324 
                                                               ======  ======
</TABLE>



<PAGE>

<PAGE>
                           PETROMINERALS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                                  (Unaudited)



NOTE  1  -  BASIS  OF  PRESENTATION
            -----------------------

The  financial  information  included  herein  is  unaudited;  however,  such
information  reflects  all  adjustments (consisting solely 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  three  month  and  nine  month  periods  ended September 30, 1997 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-KSB for the year ended December 31, 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'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
            ------------------------------------------------------------------
            RESULTS OF  OPERATIONS
            ----------------------  
FINANCIAL  CONDITION

The  Company  had  a  negative cash flow of approximately $315,000 for the six
months  ended September 30, 1997.  This decrease in cash was primarily the net
effect  of  paying  off  accrued liabilities associated with the Petrominerals
96-1  turnkey drilling contract in the first quarter of 1997 and cash received
under  a  purchase  option  for  the  Hasley Canyon real estate.  As a result,
accounts  payable  decreased by approximately $344,000 during this same period
of  time.  The  Company  does not currently have any plans to drill additional
wells.

The  Company does, however, continue to review possible merger or sale options
that  would  benefit  shareholders. The Company's heavy crude oil reserves are
desirable,  and  may  be  of  interest  to another entity. The Company and its
consultants  are  currently  exploring  these  options.

Nine  months  ended  September  30, 1997 as compared with the six months ended
------------------------------------------------------------------------------
September  30,  1996.
---------------------

The  Company  had  income from continuing operations of approximately $117,000
for  the  nine  months  ended  September  30,  1997,  as compared to a loss of
approximately  $128,000  for  the  nine  months ended September 30, 1996.  The
profits  in  1997  are  reflective  of  the  Company's  efforts  to  maximize
shareholder  value.  Under  this  plan,  the Company has completed a new well,
entered  into an agreement with a developer to sell some of the Company's real
estate,  and  has  generally  continued  to  keep  costs  low  while improving
revenues.

BUSINESS  REVIEW

Oil  and  Gas  Segment
----------------------

The  Company  continues  to  realize  the  benefit  of  remedial work that was
performed  in  the  previous year. However, this increase is less than the 29%
increase  noted  at March 31, 1997, due to less favorable oil prices. Expenses
relating  to  the  production  of oil and gas have decreased by 16% during the
same  period  as the Company continuously improves efficiency. The increase in
other  income of approximately $190,000 was due to increased operator fees and
equipment  leasing  fees  associated with the new well and fees received under
the  lease  and  option to purchase agreement with the developer of the Hasley
Canyon  real  estate. Management feels that the profits during the first three
quarters  of  1997  will  be representative of the final quarter of this year.

The  Company  entered  into  a  lease  and option to purchase agreement with a
developer  effective  December 30, 1996. Under this agreement, the Company has
received  approximately  $100,000  from an unrelated developer. These payments
have  been  recorded as other income, as they do not reduce the purchase price
of  the  property  should the developer exercise his option. The Company feels
that  the  developer's  low-density  plans  will ensure that the Company has a
compatible  neighbor  in  the  future.


<PAGE>
ITEM  2  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
            ------------------------------------------------------------------
            RESULTS OF  OPERATIONS  (Continued)
            -----------------------------------

BUSINESS  REVIEW  (Continued)

Oilfield  Services  Segment
---------------------------

The  Company  continues  to  operate  its  wholly owned subsidiary, Hydro-Test
International,  Inc.  (HTI), with existing equipment at the remaining facility
near  Waller,  Texas.    There  are no current or future plans to expand these
operations.    Oilfield  service  revenues  from HTI's operations increased by
$61,000  during  the first nine months of 1997, as compared to the same period
in 1996, due to more favorable oil prices. Oilfield service expenses decreased
by  $33,000  during  the  same  period  due  to  the decline in administrative
expenses  associated  with  the bankruptcy proceedings. This resulted in a net
loss  of $56,000 for the nine months ended September 30, 1997, as opposed to a
net  loss  of  $150,000  for  the  same  period  in  1996.  It is difficult to
determine  if  these  losses  will continue, however, HTI is in the process of
expanding  their  client  base  in  hopes  of  increasing  future  revenues.


<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-KSB for the year ended December 31,
1996.


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  -  Financial Data Schedule

(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)


      \s\Paul L. Howard
      -----------------
      Paul  L.  Howard
      President,  CEO  &  Chief  Financial  Officer