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               February 28, 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.)


1010 Obie St., 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 April 1, 1997,  3,500,000  shares of the  issuer's  common stock were
outstanding.

     This  report  contains  7 pages.  The only  exhibit is the  Financial  Data
Schedule.



<PAGE>



                             OBIE MEDIA CORPORATION

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                    ASSETS
                                                          February 28,        November 30,
                                                              1997                1996
                                                         ---------------     ---------------
<S>                                                      <C>                 <C>
Current assets:                                            (Unaudited)

  Cash                                                   $        -          $      474,940                    
  Accounts receivable, net                                    1,279,799           1,550,193
  Deferred tax assets                                           643,217             709,000
  Other current assets                                          664,007             812,450
                                                         ---------------     ---------------

    Total current assets                                      2,587,023           3,546,583

Property and equipment, net                                   8,701,482           8,458,014
Deferred tax assets                                             380,000             380,000
Other assets                                                    294,269             147,987
                                                         ---------------     ---------------

    Total assets                                         $   11,962,774      $   12,532,584
                                                         ===============     ===============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:

  Book overdraft                                        $        44,316      $        -
  Current portion of long-term debt                             813,034             743,973
  Accounts payable                                              460,395             757,020
  Accrued expenses                                              821,415           1,070,440
  Deferred revenue                                              577,935             595,302
                                                         ---------------     ---------------

    Total current liabilities                                 2,717,095           3,166,735

Long-term debt, less current portion                          6,351,711           6,554,587
                                                         ---------------     ---------------

    Total liabilities                                         9,068,806           9,721,322
                                                         ---------------     ---------------

Minority interest in subsidiary                                  34,767              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       6,131,147           6,161,992
  Accumulated deficit                                        (3,271,946)         (3,378,137)
                                                         ---------------     ---------------

    Total shareholders' equity                                2,859,201           2,783,855
                                                         ---------------     ---------------

    Total liabilities and shareholders' equity           $   11,962,774      $   12,532,584
                                                         ===============     ===============
</TABLE>
See accompanying notes
<PAGE>
                             OBIE MEDIA CORPORATION
                        Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                           February 28,       February 29,

                                                              1997                1996
                                                         ---------------     ---------------
<S>                                                      <C>                 <C>
Revenues:                                                            (Unaudited)

  Outdoor advertising                                   $     1,264,614      $    1,144,042
  Transit advertising                                         1,472,891           1,175,633
  Less agency commissions                                      (212,151)           (159,563)
                                                         ---------------     ---------------

     Net revenues                                             2,525,354           2,160,112

Operating expenses:

  Direct advertising expenses                                 1,557,148           1,296,186
  General and administrative                                    476,573             325,611
  Depreciation and amortization                                 158,279             140,734
                                                         ---------------     ---------------

    Operating income                                            333,354             397,581

Interest expense                                                153,867             342,778
Minority interest in subsidiary                                   7,513               9,167
                                                         ---------------     ---------------

    Income before income taxes                                  171,974              45,636

Provision for income taxes                                      (65,783)             (2,282)
                                                         ---------------     ---------------
    Net income                                           $      106,191      $       43,354
                                                         ===============     ===============


Net earnings per share                                   $        0 .03      $         0.02
                                                         ---------------     ---------------

Weighted average number of common
shares outstanding                                            3,509,641          2,500,000
                                                         ===============     ===============

</TABLE>

See accompanying notes
<PAGE>
                             OBIE MEDIA CORPORATION
                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                           February 28,       February 29,

                                                              1997                1996
                                                         ---------------     ---------------
                                                                     (Unaudited)
<S>                                                      <C>                 <C>
Cash flows from operating activities:

  Net income                                             $      106,191      $       43,354

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

  Depreciation and amortization                                 158,279             140,734
  Changes in operating assets and liabilities                  (225,976)           (324,862)
                                                         ---------------     ---------------
    Net cash provided by (used in) operating activities          38,494            (140,774)
                                                         ---------------     ---------------
Cash flows from investing activities:

  Capital expenditures                                         (393,090)           (148,292)
                                                         ---------------     ---------------

    Net cash used in investing activities                      (393,090)           (148,292)
                                                         ---------------     ---------------

Cash flows from financing activities:
  Payments on long-term debt                                   (133,815)           (233,903)
  Other financing activities                                     13,471             522,969
                                                         ---------------     ---------------

    Net cash provided by (used in) financing activities        (120,344)            289,066
                                                         ---------------     ---------------

Net increase (decrease) in cash                                (474,940)             -0-
Cash, beginning of year                                         474,940              -0-   
                                                         ---------------     ---------------
Cash, end of quarter                                     $       -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 February 28, 1997,  and the
results of  operations  and cash flows of the Company for the three months ended
February 28, 1997 and February 29, 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 a current ratio and cash flow coverage.  During the quarter ended
February  28,  1997,  the  Company  incurred  a  significant  amount of  capital
expenditures  which  resulted in the Company not  complying  with their  current
ratio covenant.  The Company  obtained  forbearance from the bank as of February
28, 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>
<S>                                                <C>                      <C>
                                                   February 28, 1997        February 29, 1996
Issued  and outstanding shares (weighted average)     3,500,000               2,500,000
Stock Options                                             9,641                   -
                                                      ---------               ---------
                                                      3,509,641               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").

New Transit Contracts

The Company is the  apparent  high  bidder on two  additional  transit  district
contracts:  Dallas,  Texas (DART),  and  Sacramento,  California  (RT). The DART
system has  approximately  800 vehicles,  while RT has 250. The Company has, for
the last two  years,  provided  advertising  services  for the 32 RT light  rail
vehicles only.

The Company expects its contract with RT to start in April 1997. The contract is
expected  to be for three  years  with two  additional  years at the  unilateral
discretion  of RT. The  contract  will  provide for RT to receive 51% of revenue
from the sale of advertising  or a guaranteed  minimum.  Under the contract,  RT
will receive a minimum of $1.7 million over the five years.

The Company  expects its contract with DART to begin in the summer of 1997.  The
contract is expected to continue  through  calendar year 2001.  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.  This protest
was denied by DART.  A motion to  reconsider  the denial of the protest was also
denied by DART. The incumbent has filed a final administrative  appeal which has
been submitted to an administrative  judge. The Company is incurring costs, both
to participate  in the appeal process and to be ready to commence  operations in
Dallas once the appeal process is complete.  The Company is optimistic  that the
appeal will ultimately be denied.

In addition  to these two  transit  district  contracts,  on April 1, 1997,  the
Company  began  providing  advertising  services on 80  paratransit  vehicles in
Sacramento,  California.  From the revenues the Company generates from customers
advertising on the paratransit vehicles,  the Company will pay the private owner
of the  vehicles  51  percent of such  revenues  over  $100,000,  with a minimum
guarantee of $75,000 payable over the three-year term of the contract.

Results of operations
(all dollars in $000 except per share amounts)

Net  revenues  increased  17% from  $2,160,  for the  three-month  period  ended
February 29, 1996, to $2,525 for the three-month  period ended February 28, 1997
due to higher rates and increased  occupancy.  Gross transit revenues  increased
approximately  25% from $1,176 in 1996,  to $1,473 in 1997,  while gross outdoor
advertising revenues increased 11% from $1,144 in 1996 to $1,265 in 1997. Agency
discounts increased 33% from $160 to $212 in the first quarter of 1996 and 1997,
respectively,  reflecting  a  temporary  sales mix  change  toward  more  agency
business  primarily  in  transit.  Net  revenues  in most  districts  increased;
however, net revenue in Portland, Oregon was substantially the same in the first
quarter of 1997 as compared to same period of 1996.

Direct  advertising  expenses increased  20% to $1,557 for  the first quarter of
1997, from $1,296 in the comparable  period in 1996,  primarily due to increased
revenues.
<PAGE>
General and  administrative  costs increased 46% to $477 in the first quarter of
1997  from  $326 in the  comparable  period  in 1996.  Increased  G&A  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 quarter 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 were
paid by affiliates in the first quarter of 1996.  For the remainder of 1997, G&A
costs,  except for direct costs of developing new markets,  should  stabilize in
absolute terms and decline as a percentage of sales.

Interest expense decreased 55% from $343 for the three months ended February 29,
1996, to $154 for the comparable period in 1997,  primarily due to the reduction
in debt  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 the  first  quarter  of 1996 was
reduced due to the utilization of net operating loss carryforwards.

Liquidity and Capital Resources

The  Company's  working  capital  deficit was $130 at  February  28,  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 $38.  The first  quarter is a
seasonally slow time of the year.  During this time,  most operating  assets and
liabilities decline from their year end balances.

The net cash used in investing  activities  was $393.  As planned,  construction
activity was above normal levels during the first quarter of 1997. The last half
of 1996,  saw the  development  of a  significant  number  of  lease  locations.
Construction  on many of these was  completed  during the first quarter of 1997.
Almost 30% of the expected  1997  construction  budget was expended in the first
quarter of 1997.

The Company's net cash used by financing  activities was $120,  primarily due to
payments on long-term debt.

At February 28, 1997, the Company had  outstanding  borrowings of  approximately
$7,200 all of which were pursuant to long-term  credit  agreements.  The Company
also maintains a $1,500  operating line of credit.  The line carries interest at
the Prime rate of the lender.  As of February 28, 1997, there were no borrowings
on this line of credit, and the Company's available borrowing capacity, based on
collateralized  accounts was $816. At February 28, 1997,  the Company was not in
compliance with one of the financial  covenants  required by the line of credit.
The Company  subsequently  obtained  forbearance  from the lender.  This line of
credit will be reviewed on April 30, 1997. Management  anticipates that the line
of credit will be renewed on the same terms and conditions.

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.

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.


<PAGE>
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
February 28, 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    April 11, 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