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

                           FORM 10-QSB

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

               For the Quarter Ended June 30, 1998

                                OR

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

   For the transition period from             to               

                 Commission File Number  0-23530

                        TRANS ENERGY, INC.
(Exact name of small business issuer as specified in its charter)

            Nevada                              93-0997412
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)         Identification No.)

 210 Second Street, P.O. Box 393, St. Marys, West Virginia  26170
             (Address of principal executive offices)

Registrant's telephone no., including area code:  (304)  684-7053

     Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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.
Yes   X   No       

               APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

                    Class                   Outstanding as of June 30, 1998
Common Stock, $.001 par value                          2,138,450
<PAGE>
                        TABLE OF CONTENTS

Heading                                                                Page
                  PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements . . . . . . . . . . . . . . . . . .      3

          Consolidated Balance Sheets -- June 30, 1998 
          and December 31, 1997. . . . . . . . . . . . . . . . . .      4

          Consolidated Statements of Operations -- 
          three and six months ended June 30, 1998
          and 1997 . . . . . . . . . . . . . . . . . . . . . . . .      6

          Consolidated Statements of Stockholders' Equity               7

          Consolidated Statements of Cash Flows --
          three and six months ended June 30, 1998 
          and 1997 . . . . . . . . . . . . . . . . . . . . . . . .      8

          Notes to Consolidated Financial Statements . . . . . . .     10

Item 2.   Management's Discussion and Analysis and 
          Results of Operations. . . . . . . . . . . . . . . . . .     11

                    PART II. OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . .     13

Item 2.   Changes In Securities. . . . . . . . . . . . . . . . . .     14

Item 3.   Defaults Upon Senior Securities. . . . . . . . . . . . .     14

Item 4.   Submission of Matters to a Vote of
          Securities Holders . . . . . . . . . . . . . . . . . . .     14

Item 5.   Other Information. . . . . . . . . . . . . . . . . . . .     14

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . .     15

          SIGNATURES . . . . . . . . . . . . . . . . . . . . . . .     16
<PAGE>
                              PART I

Item 1.   Financial Statements

     The following unaudited Consolidated Financial Statements for
the period ended June 30, 1998 and December 31, 1997, have been
prepared by the Company.











                        TRANS ENERGY, INC.

                CONSOLIDATED FINANCIAL STATEMENTS

               June 30, 1998 and December 31, 1997








<PAGE>
                        TRANS ENERGY, INC.
                   Consolidated Balance Sheets


                              ASSETS

                                                      June 30,    December 31,
                                                       1998           1997
                                                   (Unaudited)  

CURRENT ASSETS

 Cash                                               $    -        $  185,881
 Accounts receivable                                   64,686        175,161
 Prepaid and other current assets                        -             1,441 

  Total Current Assets                                 64,686        362,483

PROPERTY AND EQUIPMENT

 Vehicles                                              94,589         94,589
 Machinery and equipment                               10,092         10,092
 Pipelines                                          2,231,308      2,231,308
 Well equipment                                       271,895        271,882
 Wells                                              9,978,913      3,850,429
 Leasehold acreage                                    767,500        597,221
 Accumulated depreciation                          (1,823,397)    (1,742,136)

  Total Fixed Assets                               11,530,900      5,313,385

OTHER ASSETS

 Note receivable - other                              100,002           -     
 Deposits                                               1,508           -     
 Loan acquisition costs                               731,568          4,733

  Total Other Assets                                  833,078          4,733

  TOTAL ASSETS                                  $  12,428,664    $ 5,680,601
<PAGE>
                        TRANS ENERGY, INC.
            Consolidated Balance Sheets (Continued)


              LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   June 30,      December 31,
                                                     1998            1997       
                                                  (Unaudited)  
CURRENT LIABILITIES

 Cash overdraft                                  $     16,133    $      -     
 Accounts payable - trade                           1,396,788      1,250,017
 Accrued expenses                                     432,037         72,195
 Salaries payable                                        -            64,602
 Notes payable - current portion                       25,313        898,098
 Debentures payable                                 4,625,400           -     

  Total Current Liabilities                         6,495,671      2,284,912

NET LIABILITIES IN EXCESS OF ASSETS OF
 DISCONTINUED OPERATIONS                              340,821        340,821

LONG-TERM LIABILITIES

 Notes payable                                      1,744,441        792,387
 
  Total Long-Term Liabilities                       1,744,441        792,387

  Total Liabilities                                 8,580,933      3,418,120

MINORITY INTERESTS                                       -           250,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

 Common stock: 30,000,000 shares authorized at 
  $0.001 par value; 2,138,450 and 1,415,808 shares
  issued and outstanding, respectively                  2,139          1,416
 Capital in excess of par value                    12,867,963     10,751,226
 Accumulated deficit                               (9,022,371)    (8,740,161)

  Total Stockholders' Equity                        3,847,731      2,012,481

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 12,428,664  $ 5,680,601


<PAGE>
                        TRANS ENERGY, INC.
              Consolidated Statements of Operations
                           (Unaudited)


                                     For the Six Months    For the Three Months
                                        Ended June 30,        Ended June 30,
                                      1998         1997       1998      1997  

REVENUES

 Oil and gas sales                $  473,006  $  543,550  $  266,768 $  272,834

  Total Revenues                     473,006     543,550     266,768    272,834

COSTS AND EXPENSES

 Cost of oil and gas                 303,076     248,265     160,433    157,095
 Salaries and wages                   58,596     130,386      26,802     99,635
 Depreciation and amortization        81,261     176,352      40,629    142,788
 Selling, general and administrative 412,097     621,484     271,480    519,933

  Total Costs and Expenses           855,030   1,176,487     499,344    919,451

  Net Income (Loss) from
   Operations                       (382,024)   (632,937)   (232,576)  (646,617)

OTHER INCOME (EXPENSE)

 Gain on sale of assets              239,129        -        239,129       -  
 Bad debt expense                       -       (100,000)       -      (100,000)
 Interest income                         459      10,155          59      8,510
 Interest expense                   (139,774)    (181,167)   (74,449)  (144,852)

  Total Other Income (Expense)        99,814     (271,012)   164,739   (236,342)

NET LOSS BEFORE INCOME TAXES
 AND MINORITY INTERESTS             (282,210)    (903,949)   (67,837)  (882,959)

INCOME TAXES                            -            -          -          -  

NET LOSS BEFORE  MINORITY
 INTERESTS                          (282,210)    (903,949)   (67,837)  (882,959)

MINORITY INTERESTS                      -            -          -          - 

NET LOSS                          $ (282,210)  $ (903,949) $ (67,837) $(882,959)

PRIMARY LOSS PER SHARE

NET LOSS                          $    (0.16)  $    (0.88) $   (0.14) $   (0.84)

FULLY DILUTED LOSS PER SHARE      $    (0.16)  $    (0.88) $   (0.14) $   (0.84)


<PAGE>
                        TRANS ENERGY, INC.
          Consolidated Statements of Stockholders' Equity


                                                       Capital in      
                                     Common Shares      Excess of    Accumulated
                                    Shares    Amount    Par Value      Deficit
 
Balance, December 31, 1996           956,015   $  956   $ 8,929,501 $(6,710,711)

Common stock issued for services
 at $5.64 per share                   87,500       88       492,099        -

Common stock issued for cash
 at $3.84 per share                  372,293      372     1,429,628        - 

Contribution of capital by
 shareholders                           -         -          49,998        - 

Common stock offering costs             -         -        (150,000)       - 

Net loss for the year ended
 December 31, 1997                      -         -            -     (2,029,450)

Balance, December 31, 1997         1,415,808     1,416   10,751,226  (8,740,161)

Common stock issued for well costs
 at $4.00 per share (unaudited)       12,500        13       49,987        - 

Contribution of capital by 
 shareholders (unaudited)               -          -        208,210        - 

Common stock issued for cash at
 $1.31 per share (unaudited)         236,312       236      310,514        - 

Common stock issued for services
 at $3.61 per share (unaudited)      473,830       474    1,548,026        - 

Net loss for the six months ended
 June 30, 1998 (unaudited)              -          -           -       (282,210)

Balance, June 30, 1998 (unaudited) 2,138,450  $   2,139 $12,867,963 $(9,022,371)
<PAGE>
                         TRANS ENERGY, INC.
                Consolidated Statements of Cash Flows
                             (Unaudited)

                                      For the Six Months   For the Three Months
                                        Ended June 30,         Ended June 30,
                                       1998        1997        1998      1997 

CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss                          $ (282,210) $ (903,949) $ (67,837) $(882,959)
 Adjustments to reconcile net loss 
   to cash provided by operating 
   activities:
    Depreciation, depletion and
     amortization                     81,261      176,352     40,629    142,788
  Minority interest                     -            -          -          - 
  Common stock issued for services 1,548,500      171,875  1,548,500    171,875
 Changes in operating assets
  and liabilities:
   Decrease (increase) in accounts
    receivable                       110,475       61,237     76,689    (16,676)
  Decrease (increase) in prepared
   expenses                            1,441       59,601      1,441     59,601
  Decrease (increase) in loan
   acquisition costs                (828,345)        -      (828,345)      - 
  Increase (decrease) in accounts
   payable and accrued expenses      666,354      495,882    230,294    598,883
  Increase (decrease) in interest
   payable                              -          (9,154)      -          - 

     Cash Provided (Used) by
     Operating Activities          1,297,476       51,844  1,001,371     73,512

CASH FLOWS FROM INVESTING ACTIVITIES:

 Proceeds from sale of property     (259,129)        -      (259,129)      - 
   Expenditures for property and 
    equipment                     (6,239,647)    (798,336)(5,318,238)  (727,816)

   Cash Provided (Used) by
    Investing Activities          (6,498,776)    (798,336)(5,577,367)  (727,816)

CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from debentures          4,625,400         -     4,096,525       - 
 Borrowings of long-term debt        259,208    1,312,700    259,208    100,000
 Repayment to related parties           -        (410,541)      -      (101,962)
 Common stock issued for cash        310,750         -       310,750       - 
 Principal payments on 
  long-term debt                    (179,939)    (154,064)   (90,487)   (47,323)

    Cash Provided (Used) by
       Investing Activities        5,015,419      748,095  4,575,996    (49,285)

NET INCREASE (DECREASE) IN CASH     (185,881)       1,603       -      (703,589)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                 185,881      481,846       -     1,187,038

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                    $     -      $  483,449 $     -    $  483,449
<PAGE>

                        TRANS ENERGY, INC.
          Consolidated Statements of Cash Flows (Continued)
                             (Unaudited)

                                    For the Six Months    For the Three Months
                                      Ended June 30,          Ended June 30,
                                    1998          1997       1998     1997

CASH PAID FOR:

   Interest                        $  139,774   $ 181,167 $   74,449  $ 144,852
   Income taxes                    $     -      $    -    $     -     $    -

NON-CASH FINANCING ACTIVITIES:

  Common stock issued for services $1,548,500   $ 171,875 $1,548,500  $ 171,875
   Conversion of debentures to 
    equity                         $     -      $ 500,000 $     -     $ 500,000
   Common stock issued for 
    well costs                     $  50,000    $    -    $     -     $    - 




<PAGE>
                         TRANS ENERGY, INC.
           Notes to the Consolidated Financial Statements 
                 June 30, 1998 and December 31, 1997


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

       The accompanying consolidated financial statements have been
       prepared by the Company without audit.  In the opinion of
       management, all adjustments (which include only normal recurring
       adjustments) necessary to present fairly the financial position,
       results of operations and cash flows at June 30, 1998 and for all
       periods presented have been made.

       Certain information and footnote disclosures normally included in
       consolidated financial statements prepared in accordance with
       general accepted accounting principles have been condensed or
       omitted.  It is suggested that these condensed consolidated
       financial statements be read in conjunction with the financial
       statements and notes thereto included in the Company's December 31,
       1997 audited consolidated financial statements.  The results of
       operations for the periods ended June 30, 1998 and 1997 are not
       necessarily indicative of the operating results for the full year.
<PAGE>

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

    The following table sets forth the percentage relationship to
total revenues of principal items contained in the Company's
Consolidated Statements of Operations for the three month and six
month periods ended June 30, 1998, and June 30, 1997.  It should be
noted that percentages discussed throughout this analysis are stated
on an approximate basis.

                                       Three Months Ended     Six Months Ended
                                              June 30,             June 30, 
                                       1998           1997    1998       1997
                                           (Unaudited)          (Unaudited) 
Total revenues . . . . . . . . . .     100%            100%   100%        100%
Total costs and expenses . . . . .     187             337    181         216 
Net income (loss form 
  operations . . . . . . . . . . .     (87)           (237)   (81)       (116)
Other income (expense) . . . . . .      62             (87)    21         (50)
Net (loss) before income 
  taxes and minority 
  interest . . . . . . . . . . . .     (25)           (324)   (60)       (166)
Income taxes . . . . . . . . . . .       -               -      -           - 
Minority interest. . . . . . . . .       -               -      -           - 
Net income (loss). . . . . . . . .     (25)           (324)   (60)       (166)
                       

    Total Revenues for the second quarter ended June 30, 1998 and the
six months ended June 30, 1998 decreased 2% and 13% respectively when
compared with the corresponding periods in 1997.  This decrease is
attributed to the Company's continuing decision not to purchase gas
from its suppliers at a price higher than management believed it could
profitably resell the gas and was partially offset by higher prices
and higher volumes of oil and gas produced from Company owned wells. 
Total costs and expenses as a percentage of total revenues decreased
from 337% in the second quarter of 1997 to 187% for the second quarter
of 1998, and from 216% for the first six months of 1997 to 181% for
the same period in 1998.  Total costs and expenses for the second
quarter of 1998 decreased 46% compared to the 1997 period and
decreased 27% for the first six months of 1998, compared to the same
period in 1997.  This decrease is primarily attributed to the 34%
decrease in selling, general and administrative costs which was
partially offset by the 22% increase in the cost of oil and gas due
to the Company's decision not to purchase higher priced gas from its
suppliers.  Salaries and wages decreased 73% to $26,802 for the second
quarter of 1998 and decreased 55% for the first half of 1998, compared
to the same periods in 1997.  Depreciation and depletion decreased 72%
in the second quarter and decreased 54% for the first half of 1998
compared to the corresponding periods in 1997.  Selling, general and
administrative expenses decreased 48% to $271,480 in the second
quarter and decreased 34% for the first six months of 1998 compared
to the same periods in 1997.  Interest expense decreased 49% to
$74,449 for the second quarter and has decreased 23% for the first six
months of 1998 due to decreased borrowings and the 1997 issuance of
additional shares of common stock to debenture holders in
consideration for extending the due date of the debentures.  

    The Company's net loss was $67,837 for the second quarter with
a net loss of $282,210 for the first half of 1998 compared to losses
of $882,959 and $903,949 for the respective periods in 1997.  The
Company's smaller net loss in the second quarter of 1998, as compared
to the same period in 1997, is attributed to the $248,453 (48%)
decrease in Selling, General and Administrative costs, the $72,833
decrease in salaries and wages in 1998, and a $100,000 uncollectable
loan provision taken in 1997.  The Company also reported a gain of
$239,129 during 1998 on the sale of certain assets.

    For the remainder of fiscal year 1998, management expects
salaries and wages to remain level and other general and
administrative expenses to remain at approximately the same rate as
for the second quarter of 1998.  The cost of oil and gas produced is
expected to fluctuate with the amount produced and with prices of oil
and gas, and management anticipates that revenues are likely to
increase during the remainder of 1998.

Net Operating Losses

    The Company has accumulated approximately $9,022,371 of net
operating loss carryforwards as of June 30, 1998, which may be offset
against future taxable income through the year 2011, when the
carryforwards expire.  The use of these carryforwards to reduce future
income taxes will depend on the generation of sufficient taxable
income prior to the expiration of the net operating loss
carryforwards.

    In the event of certain changes in control of the Company, there
will be an annual limitation on the amount of net operating loss
carryforwards which can be used.  No tax benefit has been reported in
the financial statements for the period ended June 30, 1998, because
the potential tax benefits of the loss carryforward is offset by
valuation allowance of the same amount.

Liquidity and Capital Resources

    Historically, the Company's working capital needs have been
satisfied through its operating revenues and from borrowed funds. 
Working capital at June 30, 1998 of a negative $6,430,985 decreased
from a negative $ 1,922,429 at December 31, 1997.  This change is
primarily attributed to the $4,625,400 increase in face value
convertible debentures due in 1999.  The Company anticipates meeting
its working capital needs during the remainder of the current fiscal
year with revenues from operations.

    As of June 30, 1998, the Company had total assets of $12,428,664
and total stockholders equity of $3,847,731 compared to total assets
of $5,680,601 and total stockholders equity of $2,012,481 at December
31, 1997.  This represents a $6,748,063 (119%) increase in total
assets due primarily to the purchase of wells and loan acquisition
costs and a $1,835,250 (91%) increase in total stockholders equity for
the period due to the issuance of stock.  For this same period, cash
decreased from $185,881 to $0 and total current assets decreased 82%
due to decreased accounts receivable and cash.  Total current
liabilities increased 184% primarily attributed to an increase in the
Company's accounts payable, accrued expenses and debentures payable.

    At June 30, 1998, the Company's current portion of its long term
debt was $25,313.   The Company currently anticipates that it will be
able to provide for its debt obligations and repayments coming due
during the remainder of 1998 from operating revenues generated by the
Company.

    In the opinion of management, inflation has not had a material
effect on the operations of the Company.

Risk Factors and Cautionary Statements

     Forward looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.  The Company wishes to advise readers that actual
results may differ substantially from such forward-looking statements. 
Forward looking statements involve risks and uncertainties that could
cause actual results to differ materially from those expressed in or
implied by the statements, including, but not limited to, the
following: The ability of the Company to provide for its debt
obligations and to provide for working capital needs from operating
revenues, and other risks detailed in the Company's periodic report
filings with the Securities and Exchange Commission.

                               PART II

Item 1.   Legal Proceedings

    There are no material pending legal proceedings to which the
Company is a party or to which any of its property is subject except
as set forth below.

    On May 14, 1997, a complaint entitled R&K Oil Company, Inc. vs.
Vulcan Energy Corporation and Trans Energy, Inc. was filed in District
Court, Andrews County, Texas, 109th Judicial District (File #14,430). 
The complaint alleges the Company owes R&K Oil Company, Inc. $126,978
as a result of business transacted by Vulcan Energy Corporation.  The
complaint also seeks $500,000 for breach of contract. The Company 
denies all allegations and intends to vigorously defend its position.

    On March 12, 1997, a complaint entitled F. Worthy Walker vs.
Loren Bagley, William Woodburn, Mark Woodburn, Trans Energy, Inc. and
Vulcan Energy Corporation, was filed in the District Court of Dallas,
Texas (# 9702304C).  The complaint alleges that the Company breached
certain contracts related to Mr. Walker's employment with Vulcan
Energy Corporation, and seeks punitive and exemplary damages. The
Company denies all allegations and intends to vigorously defend its
position.  Management believes that the results of the proceedings
will not have a material adverse effect on the Company.  On February
17, 1998 the Company and the above named defendants filed a
countersuit against F. Worthy Walker alleging breach of contract,
fraud and fraudulent inducement, conversion, and breach of fiduciary
duty and seeks punitive damages.  The Company has entered into a
settlement arrangement to pay the plaintiff $120,000.  However, as of
the date hereof, the Company has not made payment under the agreement.
  
Item 2.   Changes In Securities

     During the second quarter of 1998, the Company agreed to issue
473,830 shares of its common stock to various third parties as part
of a financing package agreed to in the quarter.  The shares were
valued at market price on the date of the agreements.  The Company
also issued 236,312 shares for the conversion of certain outstanding
indebtedness, which shares were also valued at $1.31 per share. 
Further, the Company issued 12,500 shares to an individual in exchange
for the advance of certain well costs.  The stock was valued at 4.00
per share.  The issuances of shares were made in private transactions
in reliance on the exemption from registration provided by Section 4
(2) of the Securities Act of 1933, as amended.

Item 3.     Defaults Upon Senior Securities

  This Item is not applicable to the Company.

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

  This Item is not applicable to the Company.

Item 5.     Other Information

Recent Business Developments - Proposed Merger With Natural Gas
Technologies, Inc.

  On March 24, 1998, the Company entered into a Plan and Agreement
of Merger with National Gas Technologies, Inc. ("NGT"), a Dallas,
Texas based exploration company, pursuant to which NGT will be merged
with and into the Company with the Company being the surviving
corporate entity.  The merger will be accomplished by way of the
exchange of 100% of the issued and outstanding shares of NGT common
stock and preferred stock for shares of the Company's common stock. 


The exchange ratio will result in the present NGT shareholders owning
at least 75% of the total number of issued and outstanding shares of
the Company's common stock immediately after the completion of the
merger.  The merger is subject to shareholder approval of both
corporations and the effectiveness of the Company's registration
statement which will be filed on Form S-4.

  Upon completion of the merger, NGT's Vice President, Michael
Stewart, shall serve as President, Chief Operating Officer and a
director of the Company.  The Board of Directors shall consist of five
directors after completion of the merger.  The Company's current
President, Loren E. Bagley, shall continue to serve as Chairman of the
Board.  In addition to Mr. Bagley and Mr. Stewart, additional
directors to be nominated shall be William F. Woodburn, a current
director of the Company, Warren Donohue, a current director of NGT,
and a fifth director to be nominated by mutual agreement of NGT and
the Company.  Until the merger is completed, both corporations are
being managed pursuant to a joint committee consisting of Mr. Bagley
and Mr. Stewart.

Acquisition of GCRL Properties

  On March 6, 1998, the Company entered into an agreement to
purchase from GCRL Energy, Ltd. ("GCRL") all of GCRL's interest in the
Powder River Basin in Campbell and Crook Counties, Wyoming, consisting
of interests in five (5) wells, four (4) of which are producing,
interests in 30,000 leasehold acres, and interests in approximately
seventy-three miles of 3-D seismic data.  The properties include three
producing fields from Minnelusa Sandstone and were discovered on 3-D
seismic.  The Company made an initial payment for the properties of
$332,500 and the balance of $2,987,962 was paid for with proceeds from
the sale of Convertible Debentures.

Reverse Stock Split

  In May 1998, the Company's Board of Directors declared a reverse
stock split in connection with the proposed merger with NGT. 
Accordingly, on June 5, 1998, the shares of the Company's common stock
then outstanding were reverse split on a one (1) share for four (4)
shares basis.  All share of the Company's common stock referred herein
are stated on a post-split basis.

Item 6.     Exhibits and Reports on Form 8-K

  (b)  Reports on Form 8-K

  During the three month period ended June 30, 1998, the Company
did not file any reports on Form 8-K.
<PAGE>
                             SIGNATURES
                                  

     In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                             TRANS ENERGY, INC.



Date: August 14, 1998                   By  /S/ Loren E. Bagley       
                                        LOREN E. BAGLEY, President 
                                        and Chief Executive Officer
                                        (Chief Financial Officer)




Date:  August 14, 1998                  By  /S/ William F. Woodburn    
                                        William F. Woodburn, Vice
                                        President and Director
                                        (Principal Accounting Officer)
<PAGE>