U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

               [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended                                May 31, 1997
                              --------------------------------------------------
       [ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT

For the transition period from ___________________to___________________________-


                        Commission File Number 000-21623

                             OBIE MEDIA CORPORATION
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

            OREGON                                               93-0966515
-------------------------------                              -------------------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                               Identification No.)


                   4211 West 11th Ave., Eugene, Oregon 97402
           ----------------------------------------------------------
                    (Address of principal executive offices)

     541-686-8400                                          FAX 541-345-4339
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [x]. No [ ].

     As of June 30, 1997,  3,500,000  shares of the  issuer's  common stock were
outstanding.

     This  report  contains  8 pages.  The only  exhibit is the  Financial  Data
Schedule.







<PAGE>
                             OBIE MEDIA CORPORATION

                           Consolidated Balance Sheets


                                     ASSETS
                                              May 31,               November 30,
                                             1997                     1996
                                         ------------              ------------
Current assets:                          (Unaudited)

   Cash                                  $        -                $   474,940
   Accounts receivable, net                1,564,328                 1,550,193
   Deferred tax assets                       501,280                   709,000
   Other current assets                      659,022                   812,450
                                         ------------              ------------

         Total current assets              2,724,630                 3,546,583

Property and equipment, net                8,960,425                 8,458,014
Deferred tax assets                          380,000                   380,000
Other assets                                 214,113                   147,987
                                         ------------              ------------

         Total assets                    $12,279,168               $12,532,584
                                         ------------              ------------


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:

   Book overdraft                        $   294,416               $      -
   Current portion of long-term debt         827,771                   743,973
   Accounts payable                          267,842                   757,020
   Accrued expenses                          869,818                 1,070,440
   Deferred revenue                          703,617                   595,302
                                         ------------              ------------

         Total current liabilities         2,963,464                 3,166,735

Long-term debt, less current portion       6,173,167                 6,554,587
                                         ------------              ------------

         Total liabilities                 9,136,631                 9,721,322
                                         ------------              ------------

Minority interest in subsidiary               40,081                    27,407
                                         ------------              ------------

Shareholders' equity:

Preferred stock, without par value,
     10,000,000 shares authorized, 
     no shares issued and outstanding           -                         -

Common stock, without par value; 
     20,000,000 shares authorized, 
     3,500,000 shares issued and 
     outstanding                           6,140,172                 6,161,992
Accumulated deficit                       (3,037,716)               (3,378,137)
                                         ------------              ------------

         Total shareholders' equity        3,102,456                 2,783,855
                                         ------------              ------------

         Total liabilities and 
               shareholders' equity      $12,279,168               $12,532,584
                                         ============              ============

See accompanying notes

<PAGE>
<TABLE>
<CAPTION>
                             OBIE MEDIA CORPORATION
                        Consolidated Statements of Income




                                         Three Months Ended              Six Months Ended
                                       May 31,         May 31,         May 31,         May 31,
                                        1997            1996            1997            1996
                                    ------------    ------------    ------------    ------------
Revenues:                                  (Unaudited)                     (Unaudited)
<S>                                 <C>             <C>             <C>             <C>
   Outdoor advertising              $ 1,285,159     $ 1,149,377     $ 2,549,773     $ 2,293,419
   Transit advertising                1,759,425       1,330,627       3,232,316       2,506,260
   Less agency commissions            (262,355)       (204,986)       (474,506)       (364,549)
                                    ------------    ------------    ------------    ------------

         Net revenues                 2,782,229       2,275,018       5,307,583       4,435,130

Operating expenses:

   Direct advertising expenses        1,510,463       1,346,272       3,067,611       2,642,458
   General and administrative           509,215         326,200         948,952         651,811
   Start up costs                       116,841             --          153,677             --
   Depreciation and amortization        160,185         141,234         318,464         281,968
                                    ------------    ------------    ------------    ------------

         Operating income               485,525         461,312         818,879         858,893

Other income                            (40,492)       (199,577)        (40,492)       (199,577)
Interest expense                        136,733         367,684         290,600         710,462
Minority interest in subsidiary           5,161          13,349          12,674          22,516
                                    ------------    ------------    ------------    ------------
         Income before income taxes     384,123         279,856         556,097         325,492

Provision for income taxes             (149,893)         (8,318)       (215,676)        (10,600)
                                    ------------    ------------    ------------    ------------

         Net income                 $   234,230     $   271,538     $   340,421     $   314,892
                                    ============    ============    ============    ============


Net earnings per share               $     0.07      $     0.11      $     0.10      $     0.13
                                     -----------     -----------     -----------     -----------


Weighted average number of common
shares outstanding                    3,505,825       2,500,000       3,503,813       2,500,000
                                    ============    ============    ============    ============

</TABLE>

See accompanying notes






<PAGE>
<TABLE>
<CAPTION>
                             OBIE MEDIA CORPORATION
                      Consolidated Statements of Cash Flows



                                           Three Months Ended              Six Months Ended
                                         May 31,         May 31,         May 31,          May 31,
                                          1997            1996            1997            1996
                                      -----------     -----------     -----------     -----------
                                              (Unaudited)                     (Unaudited)
Cash flows from operating activities:
<S>                                   <C>             <C>             <C>             <C>
     Net income                       $  234,230      $  271,538      $  340,421      $  314,892

       Adjustments to reconcile net
       income to net cash provided
       by operating activities:

      Depreciation and amortization      160,185         141,234         318,464         281,968
      Changes in operating assets
         and liabilities                 (91,217)         62,801        (317,193)       (262,061)
                                      -----------     -----------     -----------     -----------

         Net cash provided by
            operating activities         303,198         475,573         341,692         334,799
                                      -----------     -----------     -----------     -----------

Cash flows from investing activities:

   Capital expenditures                 (411,190)       (203,071)       (804,280)       (351,363)
                                      -----------     -----------     -----------     -----------
         Net cash used in
            investing activities        (411,190)       (203,071)       (804,280)       (351,363)
                                      -----------     -----------     -----------     -----------

Cash flows from financing activities:

   Payments on long-term debt           (163,807)       (130,322)       (297,622)       (364,225)
   Other financing activities            271,799        (142,180)        285,270         380,789
                                      -----------     -----------     -----------     -----------

         Net cash provided by (used
             in) financing activities    107,992        (272,502)        (12,352)         16,564 
                                      -----------     -----------     -----------     -----------

Net increase (decrease) in cash           -0-             -0-           (474,940)         -0-

Cash , beginning of year                  -0-             -0-            474,940          -0-
                                      -----------     -----------     -----------     -----------

Cash, end of quarter                  $   -0-             -0-             -0-             -0-
                                      ===========     ===========     ===========     ===========

</TABLE>

See accompanying notes



<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.  Basis of Presentation

The interim  financial  statements have been prepared by Obie Media  Corporation
(the "Company")  without audit. In the opinion of management,  the  accompanying
unaudited  financial  statements  contain all  adjustments  necessary to present
fairly the financial position of the Company as of May 31, 1997, and the results
of operations  and cash flows of the Company for the three months and six months
ended  May 31,  1997 and May 31,  1996.  The  condensed  consolidated  financial
statements  include the  accounts of the  Company  and its  subsidiary,  and all
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted as permitted  by rules and  regulations  of the
Securities  and  Exchange  Commission.  The  organization  and  business  of the
Company,  accounting  policies followed by the Company and other information are
contained in the notes to the Company's  financial  statements  files as part of
the Company's  November 30, 1996 Form 10-KSB.  This  quarterly  report should be
read in conjunction with such annual report.


2.  Long-Term Borrowings

The  Company's  Term  Loan  Agreement   contains  certain  covenants   including
maintenance  of cash flow  coverage.  The Company was in  compliance  with these
covenants as of May 31, 1997.


3.    Income Per Share

Income per common  share is computed on the  weighted  average  number of common
shares outstanding during the period after  consideration of the dilutive effect
of stock options.
<TABLE>
<CAPTION>
                                      Three Months Ended                   Six Months Ended
                                May 31, 1997      May 31, 1996      May 31, 1997      May 31, 1996
                                ------------      ------------      ------------      ------------
<S>                               <C>               <C>               <C>               <C>      
Issued  and outstanding shares    3,500,000         2,500,000         3,500,000         2,500,000
     (weighted average)
Stock Options                         5,825                --             3,813               --
                                ------------      ------------      ------------      ------------
                                  3,505,825         2,500,000         3,503,813         2,500,000
                                ============      ============      ============      ============
</TABLE>

4.    Newly Issued Financial Accounting Pronouncements

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS") NO. 128,  "Earnings  Per Share." This
standard revises the disclosure  requirements of earnings per share,  simplifies
the  computation  of  earnings  per share and  increases  the  comparability  of
earnings per share on an international basis. SFAS No. 128 will be effective for
the Company for the year ending  November 30, 1998. The earnings per share under
the new  standard  do not  differ  from  those  calculated  under  the  existing
standard.


<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS

The following discussion of the financial condition and results of operations of
the  Company  should  be read in  conjunction  with the  consolidated  financial
statements  included  elsewhere in this Form 10-QSB.  The  following  discussion
contains   certain   forward-looking   statements   that   involve   risks   and
uncertainties.  The Company's  actual results could differ  materially  from the
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences  include the following:  a decline in the demand for  advertising in
the areas where the Company  conducts its business;  a deterioration of business
conditions  generally  in such areas;  slower than  expected  acceptance  of the
Company's unique display  products;  competitive  factors,  including  increased
competition  and  price  pressures;  changes  in  regulatory  or other  external
factors;  and  other  factors  listed  from  time to time in the  Company's  SEC
reports,  including  but not limited to, its "Risk  Factors"  discussion  in the
Registration  Statement it filed in connection  with its initial public offering
(the "IPO").

Expansion Activities

The Company has signed four additional transit district contracts: Dallas, Texas
(DART),  and three  contracts in and around  Sacramento,  California,  including
Sacramento  Rapid  Transit (RT),  Paratransit  (PARA),  and Yolo County  Transit
Authority  (YOLO).  The DART system has  approximately  800 vehicles,  while the
three districts in Sacramento have a combined total of 330 vehicles. The Company
has, for the last two years,  provided  advertising services for the 32 RT light
rail vehicles only.

The Company's  contract with RT started April 1, 1997. The contract is for three
years with two additional years at the unilateral discretion of RT. The contract
provides  for RT to receive 51% of revenue  from the sale of  advertising  on RT
vehicles subject to a guaranteed minimum.  Under the contract, RT will receive a
minimum of $1.7 million over the five years.  The PARA  contract  began April 1,
1997  and is for  three  years  with  two  additional  years  at the  unilateral
discretion of PARA. The contract provides for PARA to receive  approximately 51%
of advertising  revenues in each year with no guaranteed  minimum  payment.  The
YOLO  contract  began June 1, 1997 and is for three  years  with two  additional
years at the unilateral  discretion of YOLO.  The contract  provides for YOLO to
receive  51% of  advertising  revenues in excess of $100,000 in each year with a
guaranteed minimum of $110,000 over the five years.

The Company's  contract  with DART began July 1, 1997.  The contract is for four
years and nine months.  The Company will pay DART approximately $13 million over
the term of the  contract.  After the Company was announced as the apparent high
bidder for the DART contract,  the incumbent  provider protested the anticipated
award to the Company.  The  incumbents  protests  and appeals  were denied.  The
Company  incurred start up costs,  both to participate in the appeal process and
to be ready to  commence  operations  in  Dallas  once the  appeal  process  was
complete.

Results of  operations  for the three  months ended May 31, 1997 
(all dollars in $000 except per share amounts)

Net revenues  increased 22.3% from $2,275,  for the three-month period ended May
31, 1996, to $2,782 for the three-month  period ended May 31, 1997 primarily due
to higher  advertising  rates and increased  occupancy.  Gross transit  revenues
increased  approximately  32.2% from  $1,331 in 1996,  to $1,759 in 1997,  while
gross outdoor advertising revenues increased 11.8% from $1,149 in 1996 to $1,285
in 1997.  Agency  discounts  increased  28.0%  from  $205 to $262 in the  second
quarter of 1996 and 1997,  respectively,  reflecting an increase in  advertising
agency business primarily in transit.  Agency discounts as a percentage of gross
sales rose from 8.3% in the second quarter of 1996 to 8.6% in the same period in
1997 reflecting the more rapid growth of transit sales. The Company  experiences
higher agency discounts on transit sales than outdoor sales.

Direct advertising  expenses increased 12.2% to $1,510 for the second quarter of
1997, from $1,346 in the comparable  period in 1996,  primarily due to increased
revenues.

<PAGE>
General and  administrative  costs increased 56.1% to $509 in the second quarter
of 1997  from  $326 in the  comparable  period in 1996.  Increased  general  and
administrative  costs are primarily due to increased  payroll and other costs of
the Company's  growth and the costs of being a public company.  In addition,  in
the second quarter of 1996, the Company was part of a larger  consolidated group
of  companies,  and,  accordingly,  a portion of the general and  administrative
costs of the companies were paid by affiliates in the second quarter of 1996.

The direct  costs of  developing  new markets was $117 in the three months ended
May 31, 1997.  There were no comparable  costs in the same period of 1996. These
costs  primarily were incurred in obtaining the DART contract  discussed  above.
The  Company's  takeover  in  Dallas  was  expected  to occur on April 1,  1997.
Administrative  protests by the incumbent provider delayed the effective date of
the  takeover  until July 1, 1997 and caused  the  Company to incur  significant
additional costs during the quarter to participate in the appeals  process,  and
to enable the Company to take over immediately once the appeal was resolved. The
Company  will  continue  to incur  costs to obtain and  prepare  to operate  new
transit  district  contracts.  However  the amount of these costs is expected to
decline in absolute terms and as a percentage of sales.

Interest expense  decreased 62.8%,  from $368 for the three months ended May 31,
1996, to $137 for the comparable period in 1997,  primarily due to the reduction
in debt  resulting from the IPO and from lower interest rates due to refinancing
the Company's primary long-term debt in the fourth quarter of 1996.

Other  income  decreased  from $199 in the second  quarter of 1996 to $40 in the
same period in 1997. In the second  quarter of 1996, the Company sold an outdoor
advertising  structure  for a gain of $183.  In 1997,  the  Company  received  a
payment from a government  agency to move one of its  structures to  accommodate
highway construction.

The Company's effective income tax rate for the second quarter of 1996 was lower
than in 1997 due to the utilization of net operating loss carryforwards in 1996.

For the above  reasons,  second  quarter income before income tax increased from
$280 in 1996 to $384 in 1997. After tax net income declined from $272 in 1996 to
$234 in 1997.  Earnings  per share for the  quarter  declined to 7(cent) in 1997
from 11(cent) in 1996 due to the decline in net income and the increased  number
of shares outstanding.

Results of operations for the six months ended May 31, 1997 (all dollars in $000
except per share amounts)

Net revenues increased 19.7%, from $4,435 for the six-month period ended May 31,
1996,  to $5,308 for the  six-month  period ended May 31, 1997  primarily due to
higher  advertising  rates  and  increased  occupancy.  Gross  transit  revenues
increased  approximately  29.0%,  from  $2,506 in 1996 to $3,232 in 1997,  while
gross  outdoor  advertising  revenues  increased  11.2%,  from $2,293 in 1996 to
$2,550  in 1997.  Agency  discounts  increased  30.2%,  from $365 to $475 in the
second  quarter  of 1996 and  1997,  respectively,  reflecting  an  increase  in
advertising agency business primarily in transit.

Agency  discounts as a percentage of sales increased from 7.6% in the first half
of 1996 to 8.2% in 1997 due primarily to increased transit sales as a percentage
of total sales.

Direct  advertising  expenses  increased  16.1% to $3,068  for the first half of
1997, from $2,642 in the comparable  period in 1996,  primarily due to increased
revenues.


<PAGE>
General and  administrative  costs  increased 45.6% to $949 in the first half of
1997  from  $652  in the  comparable  period  in  1996.  Increased  general  and
administrative  costs are primarily due to increased  payroll and other costs of
the Company's  growth and the costs of being a public company.  In addition,  in
the first half of 1996, the Company was part of a larger  consolidated  group of
companies,   and,   accordingly,   a  portion  of  the  Company's   general  and
administrative costs of the companies were paid by affiliates in 1996.

The direct costs of developing  new markets was $154 in the six months ended May
31, 1997. There were no comparable costs in the same period of 1996. These costs
primarily  were  incurred in obtaining the DART contract  discussed  above.  The
Company  will  continue  to incur  costs to obtain and  prepare  to operate  new
transit district contracts.  However the amount of these costs should decline in
absolute terms and as a percentage of sales.

Interest  expense  decreased  59.1%,  from $710 for the six months ended May 31,
1996, to $291 for the comparable period in 1997,  primarily due to the reduction
in debt  resulting from the IPO and from lower interest rates due to refinancing
the Company's primary long-term debt in the fourth quarter of 1996.

The Company's  effective  income tax rate for 1996 was lower than in 1997 due to
the utilization of net operating loss carryforwards in 1996.

For the above reasons, pretax income for the first half of the year increased to
$556 in 1997 from $325 in 1996. After tax net income increased from $315 in 1996
to $340 in 1997.  Earnings  per  share  for the  six-month  period  declined  to
10(cent) in 1997 from  13(cent) in 1996,  primarily  due to the  increase in the
number of shares outstanding.


Liquidity and Capital Resources
(All dollars in $000 except per share amounts)

The Company's  working capital deficit was $239 at May 31, 1997. The decrease in
working capital resulted  primarily from seasonal  reductions in working capital
items and the use of cash balances to fund investing activities.

Net cash provided by operating  activities  was $342 for the first half and $303
for the second quarter of 1997 respectively.

The net cash used in investing  activities  was $804 for the first six months of
1997, and was $411 for the second  quarter.  Expenditures  in the second quarter
included  costs of  furniture  and  tenant  improvements  for the new office and
production facility in Eugene, Oregon.

 The Company's net cash provided by (used in) financing activities was $(12) for
the six months ended May 31, 1997 and $108 for the second quarter, primarily due
to payments on long-term debt and an increase in the book overdraft.

At May 31, 1997, the Company had outstanding  borrowings of approximately $7,000
substantially  all of which were pursuant to long-term  credit  agreements.  The
Company  also  maintains a $2,000  operating  line of credit.  The line  carries
interest at the Prime rate of the lender.  As of May 31, 1997, there were $63 in
borrowings  on  this  line of  credit,  and the  Company's  available  borrowing
capacity, based on collateralized accounts, was $864.

The  Company   believes  that  cash  generated  from  operations  and  available
borrowings  under its  credit  agreements  will be  sufficient  to  finance  the
Company's operations, including anticipated capital expenditures, through fiscal
1997.


<PAGE>
Seasonality

The  Company's  transit  advertising  revenues  have  exhibited  some  degree of
seasonality.  Typically,  the Company experiences its lowest revenues during the
first  quarter of each year.  The  Company  expects  this trend to  continue.  A
reduction  in revenues in any quarter is likely to result in a  period-to-period
decline in operating performance and net income.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits
     (27)          Financial Data Schedule

(b) No reports on Form 8-K were filed by the Company  during the  quarter  ended
May 31, 1997.



Signature

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                   Obie Media Corporation


Date    July 10, 1997           By: /s/ James W. Callahan
    -----------------              -----------------------
                                   James W. Callahan
                                   Chief Financial Officer

                                   Signing on behalf of the registrant and
                                   as principal financial and accounting officer






























June 23, 1997

Financial  schedule to Form 10-QSB for the quarter  ended 5/31/97 for Obie Media
Corporation.