<PAGE> 1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT 
OF 1934

              For the quarterly period ended:  September 30, 1997

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934

                       Commission File Number:  0-22497

                           UPLAND ENERGY CORPORATION
               -----------------------------------------------
       (Exact name of small business issuer as specified in its charter)

     Utah                                                      87-0430780
-------------------------------                           --------------------
(State or other jurisdiction of                           (I.R.S. Employer     
incorporation or organization)                          Identification No.)

175 South Main Street, Suite 1423, Salt Lake City, Utah      84111
-------------------------------------------------------------------
     (Address of principal executive offices)             (Zip Code)

(801) 537-5010
-------------------------------
(Issuer 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 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 
[  ]  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: 3,695,378 shares of its 
$0.001 par value common stock as of November 13, 1997.

     Transitional Small Business Disclosure Format (check one)  Yes  [  ]  No  
[X]
<PAGE>
<PAGE> 2
PART I-FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                
                                   ASSETS
                                
                                     September 30,    December 31,
                                          1997            1996
                                     _____________  _____________
CURRENT ASSETS:
  Cash                                  $  211,173     $  105,472
  Oil revenue receivable                    10,111          8,745
  Interest receivable                        7,650              -
  Prepaid assets                                 -         26,778
  Short term deferred tax asset                  -         77,737
                                     _____________  _____________
          Total Current Assets             228,934        218,732

PROPERTY AND EQUIPMENT, net                 29,376          3,888

OIL AND GAS PROPERTIES, net              1,081,366        746,134

RESTRICTED CASH                             10,000         10,000
                                     _____________  _____________
                                        $1,349,676     $  978,754
                                     _____________  _____________

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short term notes payable
        - related party                 $     800           $800
  Accounts payable and
        accrued liabilities                 21,681        13,736
                                     _____________  _____________
         Total Current Liabilities          22,481         14,536

LONG TERM DEFERRED TAX LIABILITY                 -         77,737
                                     _____________  _____________
STOCKHOLDERS' EQUITY:
  Common stock                               3,690          2,710
  Capital in excess of par value         2,327,340      1,358,320
  Retained earnings (deficit)            (758,835)      (474,549)
                                     _____________  _____________
                                         1,572,195        886,481
  Less:  notes receivable
      for common stock                   (245,000)             -
                                     _____________  _____________
Total Stockholders' Equity               1,327,195        886,481
                                      _____________  _____________
                                        $1,349,676     $  978,754
                                     _____________  _____________
                                
NOTE:  The balance sheet at December 31, 1996 has been taken from the audited 
financial statements at that date and condensed.
                                
The accompanying notes are an integral part of these consolidated financial 
statements.


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                   UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                

                          For the Three Months For the Nine Months
                          Ended September 30,  Ended September 30,
                  ____________________________  ____________________
                               1997      1996     1997     1996
                           __________ ________  __________ _________
REVENUE:
 Oil sales                   $ 31,537  $ 40,619   $80,632 $130,894
                           __________ _________  _________ _________
          Total Revenue        31,537    40,619   80,632   130,894
                           __________ _________  _________ _________

EXPENSES:
  Production expense           23,423    20,588   47,433    60,165
  Depreciation, depletion and
    amortization                7,129     2,447   16,105     8,612
  General and 
      administrative costs     38,741    67,407  255,868   110,250
  Professional fees             6,224     6,365   50,022    21,235
  Travel expense                9,754     6,665   18,209    15,714
                           __________ _________  _________ _________
          Total Expenses       85,271   103,472  387,637   215,976
                           __________ ________  __________ _________
INCOME (LOSS) FROM OPERATIONS (53,734) (62,853) (307,005)  (85,082)

OTHER INCOME (EXPENSE):
  Interest Income               6,440       576   22,719     1,256
  Interest expense                  -         -        -     (394)
                           __________ _________  _________ _________
 Total Other Income (Expense)    6,440      576    22,719      862
                           __________ ________  _________ _________

INCOME (LOSS) BEFORE
      INCOME TAXES          (47,294)   (62,277) (284,286)  (84,220)

CURRENT TAX EXPENSE                 -         -        -         -

DEFERRED TAX EXPENSE                -         -        -         -
                           __________ _________  ________ _________
NET INCOME (LOSS)          $(47,294)  $(62,277) $(284,286) $(84,220)
                           __________ _________  ________ _________

EARNINGS (LOSS) PER
      COMMON SHARE          $ (.01)   $ (.03)   $ (.08)    $(.04)
                           __________ ________  __________ _________

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING              3,685,378  2,463,101 3,553,235 2,195,963
                           __________ ________  __________ _________
                                
                               
The accompanying notes are an integral part of these consolidated financial 
statements.

<PAGE> 4

                   UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                                       For the Nine Months Ended
                                             September 30,
                                  _______________________________
                                             1997         1996
                                        ___________   ___________
Cash Flows from Operating Activities:
  Net income (loss)                       $(284,286)   $ (84,220)
                                        ___________   ___________
  Adjustments to reconcile net loss to
    net cash used by operating activities:
   Depreciation, depletion and amortization 16,105          8,612
   Change in assets and liabilities:
     (Increase) decrease in receivables    (1,365)           (34)
     (Increase) decrease in
          interest receivable               (7,650)          -
     (Increase) decrease in prepaid assets  26,778          3,500
     Increase (decrease) in notes payable        -        (9,200)
     Increase (decrease) in accounts payable 7,946       (13,633)
     Increase (decrease) in accrued liabilities  -           (79)
                                        ___________   ___________
      Total Adjustments                     41,814       (10,834)
                                        ___________   ___________
      Net Cash Provided (Used) by
        Operating Activities             (242,472)       (95,054)
                                        ___________   ___________
Cash Flows from Investing Activities:
  Purchase of property and equipment      (31,980)              -
  Additions and improvements to 
       oil and gas properties            (344,847)       (47,634)
  Purchase of certificate of deposit             -       (10,000)
                                        ___________   ___________
      Net Cash (Used) by
         Investing Activities            (376,827)       (57,634)
                                        ___________   ___________
Cash Flows from Financing Activities:
  Issuance of common stock                 725,000        350,001
  Stock offering costs                           -              -
                                        ___________   ___________
      Net Cash Provided by
         Financing Activities              725,000       350,001
                                        ___________   ___________
Net Increase (Decrease) in Cash            105,701        197,313

Cash at Beginning of Period                105,472         17,619
                                        ___________   ___________
Cash at End of Period                     $211,173     $  214,932
                                        ___________   ___________
  
  
  
  
                                [Continued]

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<PAGE> 5


                   UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                                [CONTINUED]

                                       For the Nine Months Ended
                                             September 30,
                                  _______________________________
                                             1997         1996
                                        ___________   ___________
Supplemental Disclosure of Cash Flow Information:
  Cash  paid during the nine months
     ended September 30, 1997  and  1996
  Interest                               $     -       $     -
  Income taxes                           $     -       $     -
  
Supplemental  Disclosure  of  Non-cash  Investing  and  Financing
Activities:
  For the nine months ended September 30, 1997
     The  Company granted options to purchase 425,000  shares  of
     common stock under employment agreements with officers.  The
     officers exercised the options and gave notes of $55,000 and
     $80,000 to the Company for consideration.
     
     During 1996, the Company granted options for the purchase of
     60,000  shares of common stock to legal counsel for services
     to  be performed during 1997 in the amount of $25,000.   The
     cost of the services was accounted for as a prepaid asset at
     December, 1996.  During 1997, the prepaid asset was reversed
     and  the  legal  services were accounted for as  a  non-cash
     offering  expense which is offset against the proceeds  from
     the  stock  offering.  Options for  55,000 shares of  common
     stock were exercised during the quarter ended September  30,
     1997.    The   Company  received  notes   of  $110,000   for
     consideration.
  
  For the nine months ended September 30, 1996
     None
  
  
  
  
  
  
  
  
  
  
  
  
  
The accompanying notes are an integral part of these consolidated financial 
statements.
<PAGE>
<PAGE> 6


            UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
NOTE 1 - BASIS OF PRESENTATION

  The  accompanying  unaudited condensed  consolidated  financial
  statements  have  been  prepared in accordance  with  generally
  accepted    accounting   principles   for   interim   financial
  information.   Accordingly, they do  not  include  all  of  the
  information  and  footnotes  required  by  generally   accepted
  accounting  principles for complete financial  statements.   In
  the  opinion  of  management,  all adjustments,  consisting  of
  normal  recurring  accruals, considered necessary  for  a  fair
  presentation  have been included.  It is suggested  that  these
  unaudited condensed consolidated financial statements  be  read
  in  conjunction with the financial statements and notes thereto
  included  in the December 31, 1996 audited financial statements
  for  Upland  Energy Corporation.  The result of operations  for
  the   periods  ended  September  30,  1997  and  1996  are  not
  necessarily  indicative of the operating results for  the  full
  year.
  
  The  condensed  consolidated financial statements  include  the
  accounts  of  Upland  Energy Corporation  ("Parent")  and  it's
  wholly-owned subsidiary GS&C, Inc. ("Subsidiary").
  
  Recently Enacted Accounting Standards - In February 1997,  SFAS
  Nos.  128,  "Earnings  per  Share"  and  129,  "Disclosures  of
  Information  about Capital Structure" were  issued.   SFAS  No.
  128  changes  the  computation,  presentation,  and  disclosure
  requirements  of  earnings per share (EPS)  for  entities  with
  publicly  held common stock.  SFAS No. 129 addresses  standards
  for   disclosing   information  about   an   entity's   capital
  structure.   Although such statements are not  affective  until
  December  31,  1997, had such statements been adopted  for  the
  nine  months ended September 30, 1997, the effect would not  be
  significant.
  
NOTE 2 - NOTES RECEIVABLE
  
  During  January 1997, the president and the secretary/treasurer
  of  the  Company  exercised 425,000 options in connection  with
  their  employment agreements.  The two officers gave  notes  to
  the  Company in the amount of $55,000 and $80,000.  The Company
  has  accrued  interest  of $7,650 on the  notes  for  the  nine
  months  ended September 30, 1997. [See Note 7]  The notes  have
  been accounted for as a reduction to stockholders' equity.
<PAGE>
<PAGE> 7

            UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
NOTE 3 - PROPERTY AND EQUIPMENT
  
  The  following  is  a summary of property and  equipment  -  at
  cost,  less accumulated depreciation as of September  30,  1997
  and December 31, 1996:
    
                                      September 30, December 31,
                                           1997     1996
                                      ______________________
    Furniture and office equipment          9,076     6,373
    Vehicle                                29,278         -
    Less:  accumulated depreciation       (8,978)   (2,485)
                                      ______________________
         Total                           $ 29,376   $ 3,888
                                      ______________________
  
  Depreciation expense charged to operations was $6,493 and  $852
  for  the  nine  month  periods ended  September  30,  1997  and
  September 30, 1996.


NOTE 4 - OIL AND GAS PROPERTIES
  
  Upon  placing  oil and gas properties and productive  equipment
  in  use, the unit-of-production method, based upon estimates of
  proven  developed  and undeveloped reserves,  is  used  in  the
  computation  of  depreciation and depletion.   For  the  period
  ended September 30, 1997 and year ended December 31, 1996,  the
  Company recorded depletion of $9,612 and $9,880, respectively.
  
NOTE 5 - RELATED PARTY TRANSACTIONS
  
  During  January 1997, the president and the secretary/treasurer
  of  the  Company  exercised 425,000 options in connection  with
  their  employment agreements.  The two officers gave  notes  to
  the  Company in the amount of $55,000 and $80,000.  The Company
  has  accrued  interest  of $7,650 to the  notes  for  the  nine
  months ended September 30, 1997. [See Note 7]
  
  During  the quarter ended September 30, 1997 the Company agreed
  to  advance  funds to cover the payroll taxes  related  to  the
  exercise  of options by officers of the Company.  The  officers
  executed  notes payable in the amount of $84,376 at 8% interest
  and  $29,449  at 8.5% interest to the Company for the  advances
  which will be accounted for as receivables from officers.
  
  During  1996  a  shareholder  and an  officer  of  the  Company
  advanced  the Company $3,600.  Of the $3,600 that was  advanced
  the  Company paid $3,000 during the year leaving a  balance  of
  $600.  The advances are non-interest bearing.

<PAGE>
<PAGE> 8

            UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)
    
  During   December,  1995  the  Company  entered  into  a   loan
  agreement with an entity related to a shareholder and  director
  of  the  Company.  The unsecured loan consists of a short  term
  note  payable  for $10,000 with an interest  rate  of  12%  per
  annum.   The note provides for four monthly payments commencing
  January  25, 1996 and ending April 25, 1996.  The $10,000  plus
  interest was paid in full during 1996.
  
NOTE 6 - INCOME TAXES

  The  Company  accounts  for  income taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109 Accounting
  for Income Taxes [FASB 109].  FASB 109 requires the Company  to
  provide  a  net deferred tax asset or liability  equal  to  the
  expected  future tax benefit or expense of temporary  reporting
  differences  between book and tax accounting and any  available
  operating  loss or tax credit carryforwards.  At September  30,
  1997,   net   deferred  tax  assets,  before  considering   the
  valuation  allowance,  totaled  approximately  $374,000.    The
  amount  of  and ultimate realization of the benefits  from  the
  deferred  tax  assets for income tax purposes is dependent,  in
  part,  upon  the tax laws then in effect, the Company's  future
  earnings, and other future events, the effects of which  cannot
  presently   be   determined.   Because   of   the   uncertainty
  surrounding  the  realization of  the  loss  carryforwards  the
  Company  has  established a valuation  allowance  for  all  net
  deferred tax assets.  Accordingly, because of recurring  losses
  and  the valuation allowance, there is no provision for  income
  taxes  in the accompanying statements of operations.   The  net
  change  in  the valuation allowance was approximately  $171,000
  for  the nine months ended September 30, 1997.  The Company has
  available   at  September  30,  1997,  unused  operating   loss
  carryforwards  of  approximately  $1,300,000,  which   may   be
  applied  against  future taxable income  and  which  expire  in
  various years through 2011.

<PAGE>
<PAGE> 9

            UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - COMMON STOCK TRANSACTIONS
  
  During January 1997, the president of the Company exercised
  options  for a total of 275,000 shares of common stock at  $.20
  per  share.   The  options had previously been  granted  during
  1996  in  connection with an employment agreement.  The Company
  received  a  note receivable as consideration for the  exercise
  price  of  the options.  The $55,000 note provides for interest
  at   8.5%  per  annum.   The  note  also  provides  for  annual
  installments  of principal and interest through January, 2001.
  The  note  has  been classified as a reduction of stockholders'
  equity on the balance sheet.
  
  During  January  1997, the secretary/treasurer of  the  Company
  exercised  options  for  a total of 150,000  shares  of  common
  stock.   The  first 50,000 shares were exercised  at  $.20  per
  share  and the remaining 100,000 shares were exercised at  $.70
  per  share.   The  options had previously been  granted  during
  1996  in  connection with an employment agreement.  The Company
  received  a  note receivable as consideration for the  exercise
  price  of  the options.  The $80,000 note provides for interest
  at   8.5%  per  annum.   The  note  also  provides  for  annual
  installments  of principal and interest through January,  2001.
  The  note  has  been classified as a reduction to stockholders'
  equity on the balance sheet.
  
  During  February,  1997, the Company made an  offering  to  the
  holders  of  the Company's currently outstanding  common  stock
  purchase  warrants  who exercised their  existing  warrants  by
  February  21,  1997, to receive one half of a new common  stock
  purchase  warrant  for every existing warrant  exercised.   The
  offering  was exempt from registration with the Securities  and
  Exchange  Commission  under  Rule  506  of  Regulation   D   as
  promulgated under the Securities Act of 1933, as amended.   The
  existing  warrants were exercisable into one  share  of  common
  stock  at  an  exercise price of $1.50  per  share.   Each  new
  warrant  is  exercisable into one share of common stock  at  an
  exercise  price  of $2.00 per share.  Of the  500,000  warrants
  exercised,  two  holders of the common stock purchase  warrants
  did  not exercise 50,000 warrants.  The Company received  total
  proceeds of $750,000 net of offering costs of $25,000.
  
  During August 1996, the Company issued 500,000 units, for  cash
  at  $.70 per unit, which consisted of one share of common stock
  and  one  common stock purchase warrant in a private  placement
  offering.   The  purchase warrant is to purchase another  share
  of  common stock at an exercise price of $1.50.  Total proceeds
  amounted  to  $350,000.  The Company issued  50,000  shares  of
  common stock for commissions of $35,000 in connection with  the
  private placement offering.


<PAGE>
<PAGE> 10
            UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - COMMON STOCK TRANSACTIONS (Continued)
  
  During  November 1996 the Company's officers exercised  options
  of  50,000 shares of common stock previously granted for  $0.10
  per  share.  Total proceeds amounted to $5,000.  With  the  new
  employment  agreement the common stock reserved  in  May,  1995
  for  issuance  upon  exercise  of options  granted  to  certain
  officers of the Company under their employment agreements  were
  canceled.
  
  On  December  15,  1996  the Board of Directors  resolved  that
  100,000  shares of common stock be reserved for  issuance  upon
  exercise  of  options granted to four officers of the  Company.
  The  exercise price for the options is $2.00, vest on  December
  15, 1996 and expire on December 15, 2001.

  On  December  16,  1996  the Board of Directors  resolved  that
  60,000  shares  of common stock be reserved for  issuance  upon
  exercise  of  options granted to legal counsel for services  to
  be  performed in the amount of $25,000.  The exercise price for
  the options is $2.00, vest on December 16, 1996, and expire  on
  December  16,  2001.   The  cost  of  the  services  has   been
  accounted for as an addition to prepaid expenses and  a  charge
  to  additional  paid-in capital.  The prepaid expense  reversed
  during  1997 and was offset against additional paid-in  capital
  as  a  stock  offering expense. Options for  55,000  shares  of
  common  stock were exercised during the quarter ended September
  30,   1997.    The   Company  received   notes  receivable   as
  consideration  for  the exercise price  of  the  options.   The
  notes provides for interest at 8.5% per annum.  The notes  also
  provides  for  annual  installments of principal  and  interest
  over  a five year period.  The notes have been classified as  a
  reduction to stockholders' equity on the balance sheet
  
  Stock  Options  -  The Company applies APB  Option  No.  25  in
  accounting   for  its  options  granted  under  the  employment
  agreements.  Compensation of   $0 and $210,100 was recorded  as
  of  September 30, 1997 and December 31, 1996.  The  Corporation
  has  adopted  the  disclosure-only provisions of  Statement  of
  Financial Accounting Standards No. 123, "Accounting for  Stock-
  Based  Compensation."   The  effect  on  net  income  from  the
  adoption  of  Statement of Financial Accounting  Standards  No.
  123  "Accounting  for Stock Based Compensation"  would  be  the
  same.

<PAGE>
<PAGE> 11

            UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - CONTINGENCIES
  
  During  1996, the Company filed a lawsuit against  an  operator
  of  the  wells  in the McLouth field.  The Company  claims  the
  operator has failed to service, maintain and operate the  wells
  in  a reasonable manner.  The Company is asking for damages  in
  excess  of  $500,000.  The operator has asserted a counterclaim
  against the Company for breech of contract alleging damages  in
  excess  of  $500,000.  There is no guarantee that  the  Company
  will  prevail in the suit, management and their counsel believe
  there  is  a  likelihood of a favorable outcome.  Consequently,
  no   adjustments  or  accruals  were  made  to  the   financial
  statements with regards to these lawsuits.
  
  During  1995,  a lawsuit was filed against the Company  by  the
  landowners of one of the Company's three developed oil  leases,
  generally  referred  to  as  the  "B"  lease.   The  "B"  lease
  contains  two  of  the  Company's  fifteen  productive   wells.
  During the year ended 1995 the Company chose not to produce  or
  further develop on the "B"
  lease  until  resolution of the lawsuit  with  the  landowners.
  The  Company  has  answered the suit,  denied  the  plaintiffs'
  claims,  and filed a motion for summary judgement.  The  motion
  for  summary judgement was denied.  The Company presently plans
  to  appeal  the  denial  for summary  judgement.   The  Company
  disputes  the  plaintiffs'  claims and  will  defend  the  case
  vigorously  to protect its interest in the lease.  While  there
  is  no  guarantee that the Company will prevail  in  the  suit,
  management  and their counsel believe there is a likelihood  of
  a  favorable outcome.  Consequently, no adjustments or accruals
  were  made  to  the financial statements with regards  to  this
  lawsuit.
  
  Management  is  not  aware of any pending or threatened  claims
  against   the   Company   for   environmental   clean   up   or
  environmental related contingencies and believe  there  are  no
  material  liabilities  that  are  required  to  be  accrued  or
  disclosed  in  connection with the clean  up  of  environmental
  hazards related to the Company's operations.


<PAGE>
<PAGE> 12

            UPLAND ENERGY CORPORATION AND SUBSIDIARY
                                
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - COMMITMENTS AND AGREEMENTS
  
  Employment  Agreements  -  During  October,  1996  the  Company
  entered  into  employment agreements with two of its  officers.
  The  agreement with the president of the Company has a two year
  term  and  provides for a minimum salary of  $60,000  per  year
  during  the term of the agreement.  The agreement also provides
  for  commissions  of  $1.50 per barrel of oil  shipped  in  any
  month  in  excess  of  2,000 barrels.   Lastly,  the  agreement
  provides for stock options to purchase up to 275,000 shares  of
  common stock.   The options may be exercised at any time  after
  September  1,  1996.  [See Note 7].   The  agreement  with  the
  secretary/treasurer  of the Company has a  two  year  term  and
  provides   for   a  minimum  salary  of  $36,000,   which   was
  subsequently  raised to $48,000.  The secretary/treasurer  also
  received  options  to purchase up to 150,000 shares  of  common
  stock  which  may be exercised at any time after  November  12,
  1996. [See Note 7].
  
  Rental  Agreements  -  The  Company has  entered  into  various
  office  space  and equipment rental agreements  in  the  normal
  course  of  its  business.  The agreements are on  a  month  to
  month  basis and, accordingly, are accounted for on  a  monthly
  basis.   The  minimum  amounts presently being  paid  on  those
  agreements is approximately $2,400 per month.

NOTE 10 - RESTRICTED CASH
  
  The  Company  has  a  $10,000 certificate of  deposit  with  an
  interest  rate of 4.60% annually.  The certificate  of  deposit
  is  renewed  annually  and  is  pledged  as  collateral  for  a
  performance  bond  related  to  the  Company's  oil   and   gas
  operations.
  
NOTE 11 - SUBSEQUENT EVENTS

  Subsequent  to  September  30, 1997, options  to  purchase
  5,000 shares  of  common  stock were exercised for  total
  proceeds  of $10,000.

   
During October, 1997, the Court ruled against the Company and ordered the 
termination of the Company's Edmond B Oil and Gas Lease.  Management believes
the court erred and intends to appeal the decision.  Management further
believes there is a likelihood that the Company will prevail on appeal.  The
Company intends, regardless of the outcome of any litigation on the Edmond B
Lease, to focus its efforts on the Hittle Field until sufficient capital is
available to focus on both fields.  None of the Company's revenue during 1997
or 1996 was derived from the Edmond B Lease.  Consequently, no accrual for
loss contingency has been made for the Edmond B lease as management believes
the outcome will not have a material impact on the Company's net worth or
future operating results.
    



<PAGE> 13

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS

General
---------

     Upland Energy Corporation, a Utah corporation (the "Company") was 
originally organized in Utah on January 30, 1986, under the name Upland 
Investment Corporation, to engage in the acquisition and/or development of 
assets, properties or businesses of any kind.  The Company remained inactive 
other than raising some capital through the sale of its shares of Common Stock 
until 1991.

     During the 1991 fiscal year, the Company conducted negotiations with 
respect to the acquisition of a Florida corporation involved in the 
development of a fluid level monitoring system for underground fuel storage 
tanks.  The acquisition was not completed; however, during the course of 
negotiations, the Company loaned such company $25,000 pursuant to the terms of 
a promissory note.  The note has not been repaid despite demand by the Company 
and the Company has concluded that the note is uncollectible.   

     In November 1993, the Company acquired G.S. & C., Inc., a Nevada 
corporation ("GSC") in a stock for stock transaction.  GSC was organized under 
the laws of Nevada on September 1, 1993.  Prior to the acquisition, the 
Company effected a 1-for-2 reverse split in its issued and outstanding shares 
of Common Stock reducing the number of shares outstanding immediately prior to 
the acquisition of GSC from 13,990,000 to 6,995,000.  The Company then issued 
25,297,500 post-split shares of its Common Stock to the shareholders of GSC in 
exchange for all issued and outstanding shares of GSC.  In connection with the 
transaction, the name of the Company was changed from Upland Investment 
Corporation to Upland Energy Corporation to better reflect the Company's 
business activities.  For financial statement purposes, the transaction has 
been accounted for as a "reverse acquisition" as if GSC had acquired the 
Company.  As a result, the financial statements included herewith present the 
operations of GSC from inception and include Upland's operations only from the 
date of the acquisition.

     The Company is engaged through the activities of its wholly-owned 
subsidiary, GSC, in the business of exploring for and developing oil and gas 
reserves.  Unless otherwise indicated, GSC and Upland are collectively 
referred to herein as the "Company."

     On or about November 17, 1993, GSC entered into an operating agreement 
(the "Operating Agreement") with KLM Exploration, Inc. and Kenneth L. Mason 
(collectively "KLM") pursuant to which KLM transferred to GSC certain rights 
and obligations of KLM under a farmout agreement (the "Farmout Agreement"), 
dated August 28, 1993, entered into between KLM and Williams Natural Gas 
Company ("Williams") with respect to certain property located in the state of 
Kansas commonly referred to as the McLouth Natural Gas Storage Field ("McLouth 
Field").  The Operating Agreement was approved by Williams and the Farmout 
Agreement was amended to make certain changes agreed to by the parties.  GSC 
paid KLM $100,000 pursuant to the terms of an earlier agreement in principle 
as consideration for KLM entering into the Operating Agreement.  Through these 
agreements, GSC has turned over much of the daily control of these fields to 
KLM and its operators.  The McLouth Field was originally acquired by Williams 
who entered into the Farmout Agreement with KLM.  The Farmout Agreement 
<PAGE>
<PAGE> 14

provided KLM the right and obligation to develop the McLouth Field.  KLM then 
entered into the agreements with GSC who paid an initial fee of $100,000 as 
consideration for entering into the Operating Agreement and Amended Farmout 
Agreement.  Under the provisions of the agreements, KLM has performed the 
exploration, drilling and operation on the McLouth Field with the Company 
providing limited financial support. 

     In November 1993, GSC granted an aggregate of 2 1/4% overriding royalty 
interest in the McLouth Field against its working interest to T. Kent Rainey, 
Stefanie Gillen and Tony Cox, who at the time were directors of GSC, as 
compensation for services rendered to GSC.  The services performed by the 
individuals related to negotiating the Farmout Agreement on the McLouth 
Field.  The 2 1/4% overriding royalty will reduce the Company's percentage set 
forth in the above table by the amount of the overriding royalty but will not 
reduce the Company's obligation to pay 75% of the cost of developing the 
McLouth Field.

     During 1995 and 1996, the Company focused on the McLouth Field.  However, 
under the direction of the Company's current management, Felix Ascanio and 
John Hobbs, the Company has changed its principal focus from the McLouth Field 
to the Hittle Field in central Kansas.  Management refocused the Company's 
efforts towards the Hittle Field which, based on geological test and initial 
drilling results, appears more promising than the McLouth Field.  
Additionally, with limited resources, the Company wanted to focus on the 
Hittle Field until a resolution on certain disputes regarding the Operating 
Agreement on the McLouth Field are achieved.

     The Company has leased approximately 1840 acres on the Hittle Field and 
is seeking to expand its lease holdings on the Hittle Field through the 
acquisition of additional acreage.  There can be no assurance the Company will 
be successful in its efforts to acquire additional acreage.  Failure to 
acquire additional acreage will affect future earnings potential of the 
Company.

     The Company has drilled two initial wells, the Lewis H-1 (the "LH-1") and 
the Hittle H-1 (the "HH-1"), in the Hittle Field.  Both wells have shown 
promising results but have not been completed for production.  The Company has 
received approval from the Kansas Corporation Commission, which must approve 
the completion of the wells to complete the LH-1 well with two laterals; 
however, at present, the Company has placed only one lateral in the well.  
The  wells should be completed in 1997 based on the availability of completion 
rigs and the open hole testing already performed.  Although initial shows from 
the wells appear promising until the wells are complete there remains 
substantial uncertainty and risk as to the wells economic viability and that 
of the Hittle Field.

     In connection with its organization, the Company sold 3,340,000 shares of 
restricted common stock, par value $0.001 per share (the "Common Stock") to 
its original officers and directors and other founding shareholders for 
$12,500.  In September, 1986, the Company completed an unregistered offering 
of 10,000,000 shares of common stock at a price of $0.0125 per share which 
resulted in net proceeds to the Company of approximately $98,897 after 
deducting sales commissions and other expenses of the offering.  The offering 
was conducted pursuant to the exemption from the registration requirements of 
the Securities Act of 1933 provided by Rule 504 of Regulation D promulgated 
thereunder.

<PAGE>
<PAGE> 15

     In October 1987, the Company granted options to John W. Hobbs, then a new 
director of the Company, entitling him to purchase up to 250,000 pre-split 
shares of Common Stock at a price of $0.004 per share.  The options were 
exercised with respect to all 250,000 shares.  In December, 1992, the Company 
granted John W. Hobbs and Milo L. Carlston, officers and directors of the 
Company, stock options entitling them to purchase a total of 400,000 shares of 
Common Stock at an exercise price equal to the book value of such shares on 
the date of exercise.  Such options were exercised with respect to all 400,000 
shares in October 1993, at an exercise price of $0.0046 per share.  

     Prior to the Company's acquisition of GSC in November 1993, GSC had made 
the following issuance of its Common Stock: (i) 3,000,000 shares to its 
officers, directors and founding shareholders for $3,000; (ii) 365,834 shares 
to two officers and directors and one other person providing finders' services 
in connection with the acquisition of certain oil and gas properties in the 
state of Kansas; and (iii) 5,066,671 shares in a private placement to 20 
investors for $304,000.  As a result, immediately prior to its acquisition by 
the Company, GSC had 8,432,505 shares of Common Stock outstanding which were 
exchanged for 25,297,500 shares of the Company's Common Stock on the basis of 
approximately three shares of the Company for each share of GSC.

     During 1994, the Company sold 7,490,000 shares of restricted Common Stock 
in a private placement at a price of $0.05 per share.  The Company realized 
net proceeds from the offering of approximately $344,516 after deducting 
offering costs in the amount of $29,984.

     In January 1995, the Company issued a total of 2,425,000 shares of 
restricted stock to officers, consultants and third party contractors as 
compensation for services provided to the Company.  John W. Hobbs and T. Kent 
Rainey, officers of the Company, received 250,000 and 950,000 shares Common 
Stock, respectively.

     On March 20, 1995, the Company effected a 1-for-20 reverse split in its 
issued and outstanding shares of Common Stock which reduced the number of 
issued and outstanding shares from 42,207,501 to approximately 2,110,375 
shares.  The share and per share data set forth herein  and the accompanying 
financial statements give effect to such reverse stock split.  During the 
third quarter of 1996, the Company engaged in a private placement raising 
$350,000 through the sale of 500,000 units consisting of one share of Common 
Stock and one common stock purchase warrant (the "Warrants").  Each Warrant 
had an exercise price of $1.50 and was exercisable for a period of five 
years.  In February 1997, 500,000 warrants were exercised raising gross 
proceeds of $750,000.

Liquidity and Capital Resources
---------------------------------------

     At September 30, 1997, the Company had assets of $1,349,676 which 
represented an increase of $370,922 in assets since December 31, 1996.  The 
majority of the increase in assets resulted from the Company raising 
approximately $750,000 through the exercise of common stock purchase warrants 
in February and March of 1997.  As a result of the Company raising the 
additional capital, at September 30, 1997, the Company had working capital of 
$206,453 with only $22,481 in liabilities.  


<PAGE>
<PAGE> 16

     The Company's working capital is being depleted as the Company continues 
its drilling efforts on the Hittle Field.  The initial two wells, the LH-1 and 
the HH-1, drilled on the Hittle Field still must be completed, although the 
major expense associated with the wells, the drilling, has been completed.  
Due to weather and equipment availability problems, the Company has been 
unable to complete the two wells but does intend to complete both wells based 
on initial shows from the wells.  Until the wells are complete and additional 
geological and scientific study is performed on the Hittle Field, there will 
be a substantial amount of uncertainty as to whether the Hittle Field will 
ever produce oil in sufficient quantities to be profitable.

     Presently, the Company's only producing wells are in the McLouth Field 
which is the subject of litigation between the Company and the operator of the 
McLouth Field, KLM.  Based on the Company's study of the McLouth Fields 
geological data and prior showings from the wells on the field, the Company 
believes the McLouth Field can produce oil in economic quantities; however, 
while the field remains the subject of litigation and disputes between the 
Company and KLM, the Company cannot look to the field to produce any 
significant revenue for the Company.  The Company intends, regardless of the 
outcome of any litigation on the McLouth Field, to focus on the Hittle Field 
until sufficient capital is available to focus on both fields.

     With little revenue presently being produced, the Company will continue 
to have to rely on the sale of its securities to fund operations.  Based on 
the working capital position of the Company, management estimates it can 
complete the two wells being drilled on the Hittle Field and potentially drill 
two or three other wells, depending on whether laterals which cost more are 
used.  If at the completion of this drilling, sufficient revenue is not being 
produced from the wells to cover overhead and future drilling, the Company 
will have to seek additional capital, most likely through the sale of its 
securities.  Additionally, the Company's drilling and exploration activities 
will continue to be delayed until sufficient capital is obtained to hire 
additional scientific and engineering personnel.  

   
     In October 1997, the Company had an unfavorable ruling on its Edmonds B
lease.  Pursuant to a court order, the Company's Edmonds B lease was
terminated.  The Company does not feel this lease termination will have a
material affect on future earnings since the Company had already refocused its
operations to the Hittle Field.
    

Results of Operations
---------------------

     For the quarter ended September 30, 1997, the Company had revenue of 
$31,537 which was down $9,082 from the $40,619 for the same period in 1996.  
For the six months ended September 30, 1997, revenue was only $80,632 which 
was down $50,262 for the same period in 1996.  The decrease in revenue was 
partly due to lower oil prices but predominately due to reduce production from 
the McLouth Field where all of the revenue was produced.  Until a resolution 
on the disputes with the operator of the McLouth Field are resolved or the 
wells on the Hittle Field are placed on line, it is likely oil revenue will be 
decreased.
<PAGE>
<PAGE> 17

     Expenses for the quarter ended September 30, 1997, decreased to $85,271 
from $103,472 for the same period in 1996.  For the quarter ended June 30, 
1997, general and administrative expenses decreased to $38,741 from $67,407 
for the same period in 1996.  The general and administrative expense was 
principally composed of salaries for the Company's two officers.  The decrease 
was due to the Company being hampered in its ability to engage in its drilling 
activity due to adverse weather conditions and inability to obtain completion 
rigs for its two wells drilled.  Travel expenses increased as officers of the 
Company attempted to settle certain litigation matters and obtain additional 
lease acreage on the Hittle Field.  Depreciation, depletion and amortization 
all increased due to the increased as the Company attempted to complete its 
wells.  As a result of the overall decrease in expenses, the Company loss less 
money for the quarter than in 1996 losing $53,734 from operations.

     For the six months ended September 30, 1997, expenses increased to 
$387,637 from $215,976 for the same period in 1996.  This increase was 
principally due to general and administrative expense which increased to 
$255,868 from $110,250 for the same period in 1996.  The majority of the 
increase in general and administrative expense, approximately $118,000, 
related to tax obligations resulting from the exercise of stock options by 
officers and directors of the Company.

     The Company anticipates continued losses until production is produced on 
the Hittle Field.  As the wells being drilled on the Hittle Field are not 
complete, a substantial amount of uncertainty surrounds the Company's future 
revenue producing ability.  If wells on the Hittle Field do not produce oil in 
economic quantities, the future success of the Company will be questionable.

                         PART II - OTHER INFORMATION

                         ITEM 1.  LEGAL PROCEEDINGS

     The Company's subsidiary GSC filed a lawsuit on October 19, 1996, against 
KLM Exploration Company, Inc. in the District Court of Jefferson County, 
Kansas.  The lawsuit entitled G.S.&C., Inc. vs. KLM Exploration Company, Inc., 
et al., case no. 96C-92, seeks to remove KLM as operator of GSC's oil leases 
in the McLouth Field, and for damages in excess of $500,000 for breach of 
contract, and for an accounting.  KLM has filed its answer denying GSC's 
allegations, and counterclaimed for alleged unpaid operating expenses of 
$5,963.02, plus damages in excess of $500,000 for breach of contract.  
Williams Natural Gas has answered, and crossclaimed against KLM and 
counterclaimed against GSC for attorneys fees.  All counterclaims and 
crossclaims have been answered and the parties are still in the discovery 
stage of the litigation.  There are no pending motions and the parties are 
still in the discovery stage of the litigation.  The Court will call a 
scheduling conference in the near future to set a timetable for discovery.  As 
the case is in its early stages, the Company cannot say with any degree of 
certainty what the outcome will be or the potential cost of the lawsuit.

<PAGE>
<PAGE> 18
   
     The Company's subsidiary GSC had a lawsuit filed against it on September 
11, 1995, by the landowner of certain property in Kansas where the Company has 
been drilling.  The lawsuit, entitled Herbert N. Edmonds and Eelsa D. Edmonds 
vs. G.S. & C., Inc., in the District Court of Jefferson County, Kansas, case 
no. 95-C-67, seeks cancellation of the lease to GSC from the plaintiff and 
quieting of title, plus cost, attorneys' fees and expenses.  On February 8, 
1996, the court granted plaintiffs leave to amend their petition to add 
additional parties.  GSC has answered the lawsuit denying plaintiffs' claims 
and asserting a counterclaim and affirmative defenses.  GSC filed a motion for 
summary judgment and the plaintiffs countered with their own motion for 
summary judgment both of which were heard by the court on July 30, 1997.  On 
October 10, 1997, the court filed an order denying GSC's motion for summary 
judgment and granted Edmonds' motion for summary judgment and ordered 
termination of the Edmonds B lease.  The Company intends to appeal this 
decision.  There can be no assurance of any success of the appeal.  The
Company has not reserved any loss contingencies on this matter due to
management's belief that the Edmonds B lease will have little effect on the
Company's future profitability regardless of the outcome of the lawsuit.
    

ITEM 2.  CHANGES IN SECURITIES

          None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

ITEM 5.  OTHER INFORMATION

          None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits.
            ----------

          None


     (b)     Reports on From 8-K.
          --------------------

          None

<PAGE>
<PAGE> 19

SIGNATURES

     Pursuant to the requirements 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.

                                      UPLAND ENERGY CORPORATION




Dated:  January 28, 1997              By:/S/ John W. Hobbs, Principal
                                         Accounting, and Chief Financial
                                         Officer