SECURITIES & EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            FORM 1O-QSB/A

                          Amendment No. 2

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended September 30, 1997

                                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 No.0-23123

                         CENTRAL OIL CORPORATION.
          (Exact name of Registrant as specified in its charter)

             COLORADO                         74-1383447
          (State or other          (IRS Employer File Number)
          jurisdiction of
          incorporation)



           6000 East Evans Ave., Bldg #1
                SUITE 22, DENVER, CO            80222
          (Address of principal executive offices)          (zip code)



                         (303) 759-3053
       (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) had filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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

The number of shares outstanding of Registrant's common stock, par value $
 .0001 per share, as of September 30, 1997 were 10,021,000 common shares.

<PAGE>
                  PART 1 - FINANCIAL INFORMATION

ITEM I.   Financial Statements
          See attached financial statements

ITEM 2.   Managements  Discussion  and  Analysis of Financial Condition and
          Results of Operations
          Results of Operations

     The Company has generated no substantial  revenues from its operations
in recent years and has been a development stage  company since 1993. Since
the Company has not generated revenues and has not  been  in  a  profitable
position, it operates with minimal overhead. The Company's primary activity
will be to search for and to acquire oil and gas leases for its own account
and  for  the  account  of  its  clients.  No  leases  or clients have been
identified at this time. It is the Company's intention to  develop  oil and
gas  lease  projects  in  which  the Company can act either as the drilling
operator for an investor group or  as  a  broker of leases for a lessor and
for the account of its clients. As of the end  of the reporting period, the
Company  has  concluded no acquisitions and has spoken  with  no  potential
candidates.

Liquidity and Capital Resources

     As of the  end  of  the  reporting period, the Company had no material
cash  or cash equivalents. There  was  no  significant  change  in  working
capital during this fiscal year.

     Management  feels  that  the Company has inadequate working capital to
pursue any business opportunities other than seeking leases for acquisition
and  partnership  with third parties.  The  Company  will  have  negligible
capital requirements  prior  to  the  consummation of any such acquisition.
The Company does not intend to pay dividends in the foreseeable future.

                    PART II- OTHER INFORMATION


ITEM 1.   Legal Proceedings

     No legal proceedings of a material  nature  to  which the Company is a
party were pending during the reporting period, and the Company knows of no
legal proceedings of a material nature pending or threatened  or  judgments
entered  against any director or officer of the Company in his capacity  as
such.

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.

No exhibits as set forth in Regulation S-K are considered necessary in this
lO-QSB filing.

<PAGE>

                            SIGNATURES

     In accordance  with Section 13 or 15(d) 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.


                                   CENTRAL OIL CORPORATION






Dated:   11-5-97                             By:      ///SIGNED///
                                        Charles L. Mattis
                                        President and Chief Executive Officer



     Pursuant to the requirements of the Securities  Exchange  Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


                                   CHIEF FINANCIAL AND ACCOUNTING
                                             OFFICER



Dated:   11-5-97                   By:      ///SIGNED///
                                        Stephan R. Levy
                                        Treasurer
<TABLE>
<CAPTION>


                   CENTRAL OIL CORPORATION

                  CONDENSED BALANCE SHEETS
                         (Unaudited)

                              September 30,     December 31,
                                  1997              1996


                           ASSETS
<S>                               <C>              <C>
CURRENT ASSETS:

  Cash                            $  7,488          $      0

    TOTAL ASSETS                  $  7,488          $      0

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable trade           $   200           $     0

STOCKHOLDERS' EQUITY

  Common stock, $.0001 par
  value 100,000,000 shares
  authorized, 10,021,000 and
  10,000,000 shares issued and
  outstanding                        6,002             6,000

  Additional Paid-In-Capital        10,498                 0

  Preferred stock, no par value,
  10,000,000 shares authorized,
  none issued                            0                 0

  Retained (Deficit)               (9,212)            (6,000)

    TOTAL STOCKHOLDERS' EQUITY       7,288                 0

    TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY        $  7,488           $     0

</TABLE>












The  accompanying  notes are an integral part of these financial
statements.
<PAGE>

<TABLE>
<CAPTION>
                           CENTRAL OIL CORPORATION

                     CONDENSED STATEMENTS OF OPERATIONS
                                 (Unaudited)


                       Three Months Ended            Nine Months Ended
                          September 30,                  September 30,
                       1997           1996           1997           1996
<S>                    <C>           <C>            <C>            <C>
REVENUES:

  Sales                 $      0     $      0       $      0       $      0

OPERATING EXPENSES:

  Office Supplies           12              0             12              0
  Legal and Accounting
   Expenses              3,200                         3,200  

Total Operating
Expenses              $  3,212       $      0       $  3,212       $      0

NET INCOME (LOSS):    $( 3,212)             0       $( 3,212)      $      0

NET (LOSS) PER SHARE       N/A            N/A            N/A            N/A

Weighted average
  number of shares
  outstanding       (1)            (1)            (1)            (1)
                    10,007,000     10,000,000     10,002,333     10,000,000
</TABLE>


(1) Adjusted for a 1 for 2,000 forward split of common stock.





























The accompanying notes are an integral part of these financial statements.
<PAGE>

<TABLE>
<CAPTION>

                           CENTRAL OIL CORPORATION

                      STATEMENT OF STOCKHOLDERS' EQUITY
                                 (Unaudited)

                For the nine months ended September 30, 1997

                                               Additional
                       Number of               Paid-In-
                       shares      Amount       Capital     (Deficit)   Equity
<S>                   <C>          <C>         <C>        <C>        <C>   
Balance,
January 1, 1997       $   5,000    $   6,000   $     0    $( 6,000)  $    0

August 22, 1997
1 for 2,000
Forward split
of common stock       9,995,000            0         0           0        0

August 31, 1997
21,000 shares
issued for cash
at $.0001                21,000            2    10,498           0   10,500

Net (Loss) for
the nine months
ended
September 30, 1997            0            0         0     ( 3,212)  (3,212)

Balance,
September 30, 1997  $10,021,000    $   6,002   $10,498    $( 9,212) $ 7,288

</TABLE>












































The accompanying notes are an integral part of these financial statements.
<PAGE>

<TABLE>
<CAPTION>
                   CENTRAL OIL CORPORATION

             CONDENSED STATEMENTS OF CASH FLOWS
                         (Unaudited)


                              Nine Months Ended
                                 September 30,
                              1997        1996

CASH FLOWS FROM
OPERATING ACTIVITIES:
<S>                         <C>          <C> 
  Net (Loss)                $ (3,212)     $     0

Changes in Assets and
liabilities:

  Increase in accounts
  payable                       200            0

  Net cash used by
  operating activities        (3,012)           0

Cash flows from (to)
Financing activities:

  Proceeds from issuance
  of common stock            10,500            0

Net cash provided by
financing activities         10,500            0

Net increase in cash          7,488            0

Cash beginning of period          0            0

Cash end of period          $ 7,488      $     0


</TABLE>


















The accompanying notes  are  an integral part of these financial
statements.
<PAGE>
                   CENTRAL OIL CORPORATION

           NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1 - CONDENSED FINANCIAL STATEMENTS:
The  condensed  balance sheet as  of  September  30,  1997,  the
condensed statements  of  operations  for the three months ended
September 30, 1997 and 1996, and the nine months ended September
30,  1997  and  1996 and cash flows for the  nine  months  ended
September 30, 1997  and  1996  have been prepared by the Company
without audit.  In the opinion of  management,  all  adjustments
(which includes only normal recurring adjustments) necessary  to
present fairly the financial position, results of operations and
cash  flows  at September 30, 1997 and for all periods presented
have been made.

Certain information  and  footnote disclosures normally included
in financial statements prepared  in  accordance  with generally
accepted accounting principals have been condensed  or  omitted.
It  is  suggested  that these condensed financial statements  be
read  in  conjunction  with  the  December  31,  1996  and  1995
financial  statements,   and   notes  thereto  included  in  the
Company's Form 10-SB.  The results of operations for the periods
ended  September  30,  1997  and  1996,   are   not  necessarily
indictable of the operating results for the full year.