FORM 10-QSB

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549


(Mark One)
(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996

                                    OR 

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

For the transition period from           to
                                

For Quarter Ended September 30, 1996 
Commission file no. 33-24265-LA

                              PETRO UNION, INC.            
          (Exact name of registrant as specified in its charter)

    COLORADO                                        84-1091986    
(State or other jurisdiction                (I.R.S. Employer No.)
of incorporation of organization) 

123 Main Street, Suite 300
Evansville, Indiana                             47708
(Address of principal                        (Zip Code)
executive offices)

Registrant's telephone number, including area code (812)424-6745

                         Not Applicable                          
(Former name, former address and former fiscal year, if changed
since last report)

     Indicate by check mark whether the registrant (1) has 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 ( )

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
dates. 

     Title of Each Class            Outstanding at Sept. 30, 1996
         Common                         17,537,945



                                  PART I



ITEM 1 - FINANCIAL STATEMENTS




                             TABLE OF CONTENTS

                                                            PAGE

Consolidated Balance Sheets as of Sept. 30, 1996
  (Unaudited) and December 31, 1995 (Audited)               3

Consolidated Statements of Operations for the Nine
  and Three Months Ended Sept. 30, 1996 and 1995 
  (Unaudited)                                               4

Consolidated Statements of Stockholders' Equity for
  the year ended December 31, 1995 (Audited) and the
  Nine Months Ended Sept. 30, 1996 (Unaudited)              5

Consolidated Statements of Cash Flows for the Nine 
  Months Ended Sept. 30, 1996 and 1995 (Unaudited)          6

Notes to Consolidated Financial Statements (Unaudited)      7-9





















PETRO UNION INC. AND SUBSIDIAIRIES
CONSOLIDATED BALANCE SHEET

ASSETS 

                             SEPTEMBER 30         DECEMBER 31
                                  1996                1995
                              (unaudited)            (audited)

CURRENT ASSETS
        CASH                    101,279                518
        RESTRICTED CASH          30,000             36,842
        ACCOUNTS RECEIVABLE      77,378                  0

        TOTAL CURRENT ASSETS    208,657             37,360

PROPERTIES AND EQUIPMENT      4,239,863          4,560,925

        TOTAL ASSETS          4,448,520          4,598,285


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
        ACCOUNTS PAYABLE        279,904            517,091
        DUE RELATED PARTIES      56,588             16,375
        NOTES PAYABLE           165,049             18,071
        ACCRUED LIABILITIES     242,000            217,538
        ADVANCE ON JOINT 
          VENTURE               230,000            250,000

        TOTAL CURRENT 
        LIABILITIES             973,541          1,019,075

LONG TERM NOTE PAYABLE           21,936             27,577

STOCKHOLDER'S EQUITY
        COMMON STOCK $0.125
        PAR VALUE.  50,000,000
        SHARES AUTHORIZED.  
        17,537,945 SHARES
        ISSUED AND 
        OUTSTANDING           2,192,242          1,990,930
        ADDITIONAL 
        PAID IN CAPITAL      14,104,562         14,019,562
        RETAINED EARNINGS 
        (DEFICIT)           (12,863,761)       (12,423,859)
        LESS STOCK 
        SUBSCRIPTION 
        AGREEMENT                                  (35,000)

        TOTAL 
        STOCKHOLDER'S
        EQUITY                3,453,043          3,551,633

        TOTAL LIABILITIES 
        AND STOCKHOLDERS'
        EQUITY                4,448,520          4,598,285




PETRO UNION, INC. AND SUBSIDIAIRIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPT. 30, 1996 
AND 1995
(UNAUDITED)

                        Nine months          Three months
                      ended September 30  ended September 30
                         1996      1995      1996     1995


REVENUES                129,540    45,923    36,691    11,097

COST OF
REVENUES                129,998    79,600    34,581    10,392

  GROSS PROFIT
  (LOSS)                   (459)  (33,677)    2,109       705

GENERAL AND 
ADMINISTRATIVE          214,533   339,511    82,492   134,381

LOSS FROM OPERATIONS   (215,003) (373,188)  (80,394) (133,676)

OTHER INCOME
(EXPENSES)
   INTEREST EXPENSE        (466)   (2,722)        0    (1,786)
   INTEREST INCOME        1,821     3,048       746     1,137
   OTHER               (204,762)        0  (204,762)        0

   TOTAL OTHER INCOME
          (EXPENSE)    (206,117)      326  (205,508)     (649)

NET PROFIT (LOSS) FROM 
OPERATIONS BFIT       $(421,120)$(372,862)$(285,902)$(134,325)

FEDERAL INCOME TAX            0         0         0         0

NET INCOME (LOSS)     $(421,120)$(372,862)$(285,902)$(134,375)
    
PER SHARE                 (0.02)    (0.03)    (0.02)    (0.01) 

WEIGHTED AVERAGE
NUMBER OF SHARES
USED TO COMPUTE
PER SHARE AVERAGE   17,537,945  14,454,260  17,537,945 14,454,260



PETRO UNION, INC. AND SUBSIDIAIRIES
CONSOLIDATED STATEMENTS OF STOCKOHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994 AND 1995 (AUDITED)
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED)


                           ADDITIONAL
                           PAID IN      RETAINED  
SHARES         AMOUNT      CAPITAL      EARNINGS       TOTAL

BALANCE DECEMBER 31, 1993

10,540,100     1,317,513  13,265,229    (7,450,833)    7,131,909

SALE OF COMMON STOCK

 2,056,660       257,082     716,793         -           973,875

STOCK ISSUED FOR SERVICES

   400,000        50,000         -           -            50,000

ISSUANCE OF COMMON STOCK IN CONNECTION WITH BANKRUPTCY OF GREEN
COAL COMPANY, INC.

   500,000        62,500     (62,500)        -              -   

NET (LOSS)

   -                -           -       (4,520,081)   (4,520,081)

BALANCE DECEMBER 31, 1994

13,496,760     1,687,095   13,919,522  (11,970,914)    3,635,703

STOCK ISSUED FOR SERVICES

 2,430,6         303,835      100,040         -       403,875

NET (LOSS)

  -                 -           -         (452,945)     (452,945)



BALANCE DECEMBER 31, 1995

15,927,445     1,990,930 14,019,562    (12,423,859)     3,586,633

STOCK ISSUED FOR SERVICES

 1,610,500       201,312     85,000          -            286,312


NET (LOSS)
  -                 -           -         (108,982)     (108,982)

BALANCE MARCH 31, 1996

17,537,945     2,192,242 14,104,562    (12,532,841)    3,763,963

NET (LOSS)
  -                 -           -          (25,018)      (25,018)

BALANCE JUNE 30, 1996

17,537,945     2,192,242 14,104,562    (12,577,859)     3,738,945 
 
NET (LOSS)

   -                -           -         (285,902)      (285,902)

BALANCE SEPT. 30, 1996

17,537,945     2,192,242 14,104,562    (12,863,761)     3,453,043




PETRO UNION, INC. AND SUBSIDIAIRIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)


                                        1996           1995

CASH FLOWS FROM OPERATIONS
 CASH RECEIVED FROM CUSTOMERS        $114,540       $44,260
 CASH PAID TO SUPPLIERS              (131,496)     (105,280)
 INTEREST INCOME                        1,821         3,048
 INTEREST EXPENSE                        (466)       (2,722)

NET CASH PROVIDED (USED)              (17,093)     (105,694)

CASH FLOW FROM INVESTING ACTIVITIES
 PURCHASE OF PROPERTY AND EQUIPMENT   204,021      (254,283)
 (INCREASE) DECREASE IN INVESTMENTS                 250,000
 AND OTHER ASSETS                                    76,146

NET CASH PROVIDED (USED) 
 BY INVESTING                         204,021         71,863

CASH FLOW FROM FINANCING ACTIVITIES
 PROCEEDS FROM NOTES PAYABLE          150,000
 SALE OF COMMON STOCK                 286,312         40,356 
 NET PAYMENT ON NOTES PAYABLE        
 AND DEBT                            (272,000)        (5,863) 

NET CASH PROVIDED (USED) FROM
FINANCING ACTIVITIES                  164,312         34,493 

NET INCREASE (DECREASE) IN CASH       101,253            662

CASH AT BEGINNING OF PERIOD               526         51,650

CASH AT END OF PERIOD                 101,779         52,312 

RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED BY OPERATIONS
     NET (LOSS)                      (419,902)      (372,862)

     DEPRECIATION AND AMORTIZATION     84,647         53,000
     DECREASE (INCREASE) 
     ACCOUNTS RECEIVABLE              (72,950)        30,837
     INCREASE (DECREASE)
     ACCOUNTS PAYABLE                  33,866        183,331
     INCREASE (DECREASE) 
     ACCRUED LIABILITIES              104,538        (70,856)

NET CASH PROVIDED (USED) 
BY OPERATIONS                       $(298,918)     $(105,694)



PETRO UNION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)

NOTE 1.   BASIS OF PRESENTATION

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and,
therefore, do not include all information and footnotes necessary
for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted
accounting principles.  Except as disclosed herein, there has
been no material change in the information disclosed in the notes
to consolidated financial statements included in the Company's
Annual Report on Form 10-KSB for the year ended December 31,
1995. In the opinion of Management, all adjustments considered
necessary for a fair presentation have been included.  All
significant intercompany accounts and transactions have been
eliminated.  Operating results for the nine month period ended
Sept. 30, 1996 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1996.

NOTE 2.   OIL AND LIMESTONE OPERATIONS

The Company acquired its limestone reserves in July, 1992 through
the acquisition of Calox Corporation.  The Company has not com-
menced production and developement activities on these acquired
reserves.  The following summarizes activity related to these
acquired reserves:

                                             LIMESTONE      
Capitalized costs:                           RESERVES

Acquisition costs                           $3,500,000      
Production and Development Costs                  -         
Amortization/Depletion                            -

Balance at March 31, 1996                   $3,500,000      


                                             LIMESTONE      
                                             RESERVES       
     
                                             (TONS)

Initial Proven Reserves at
     Acquisition                             73,458,000     
     
Production                                        -         
Change in Estimates                               -    

Estimated Reserves at
     March 31, 1996                          73,458,000     




<PAGE>
PETRO UNION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 (CONTINUED)
(UNAUDITED)


NOTE 2.   OIL AND LIMESTONE OPERATIONS (CONTINUED)

The accompanying table reflects the standardized measure of dis-
counted future net cash flows relating to Petro Union, Inc.'s in-
terest in proved reserves as of September 30, 1996:

                                          LIMESTONE         
Future cash inflows                     $367,290,000        
Futere Costs:
     Development                         (18,000,000)       
     Production                         (202,000,000)       
Future income tax expense                (44,074,800)

Future net cash flows                    102,841,200        
10% discount to reflect
  timing of cash flows                   (77,698,967)       

Standarized measure of
discounted future net
cash flows                                25,142,233        

Discounted future net cash
  flows before income tax                $35,917,475        


Future cash inflows are computed by applying year-end prices of
limestone and oil relating to the year-end quantities of those
reserves.  Future developement and production cost are computed
by independent consultants by estimating the expenditures to be
incurred in developing and producing limestone and oil reserves
at the end of the year, based on year-end cost and assum-ing
continuation of existing economic conditions.

Future income tax expenses are computed by applying the appro-
priate statutory tax rates to the future pretax net cash flows
relating to proved reserves, exclusive of the tax basis of the
properties involved.  The future income tax expenses give effect
to permanent differences and tax credits, but do not reflect the
impact of continuing operations.  Future income tax expenses have
been reduced by the estimated future nonconventional fuel
source income tax credits to be utilized.

The 10% annual discount is applied to refect the timeing of the
future net cash flows.  The standarized measure of discounted
cash flows is the future net cash flows less the computed
discounts.

PETRO UNION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996 (CONTINUED)
(UNAUDITED)


NOTE 2.   OIL AND LIMESTONE OPERATIONS (CONTINUED)

Standarized Measure of Discounted Future Net Cash Flows
(Continued)

The Company is obligated under various working interest leases
for oil extraction.  The Company's working interest in these
leases  varies from 3 to 100%.  Working interest reserves are
included calculations of reserves and net future revenues.

The Company has elected to use the successful efforts method of
accounting for its oil and gas operations.


NOTE 3.   DISCONTINUED OPERATIONS

On April 10, 1993, the Company entered into an agreement to pur-
chase 100% of the issued and outstanding common stock of Green
Coal Company, Inc., a Kentucky corporation for $3,052,000 cash
with $100,000 payable on April 10, 1993 and $2,952,000 due August
15, 1993, 1,000,000 restricted common shares and a 1% overriding
royalty on controlled reserves in place upon the signing of the
con-tract.  A $1,052,000 note due from the former stockholder was
to be forgiven by the Company as a non-compete agreement for five
years.

In April, 1995, the Company discontinued the operations of its
coal mining segment.  This decision resulted from the following
events:

1.   Involuntary conversion of the Company's investment in Green 
     Coal Company by a Bankruptcy Judge on August 8, 1994; and

2.   Loss of the Company's leasehold interest in the Central City
     coal reserves in Muhlenberg County, Kentucky, due to the
     Company's inability to pay lease royalties due April 1994,
     and  April, 1995.

The discontinuance of the Company's coal operations was effective
as of August 8, 1994.  Accordingly, the revenues and expenses ap-
plicable to the discontinued segment have been removed from the
appropiate accounts and presented as a seperate line item in the
statement of operations. 


                            PART I (CONTINUED)



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

                           RESULTS OF OPERATIONS

              COMPARISON OF NINE MONTHS ENDED September 30, 1996
                  TO THE NINE MONTHS ENDED September 30, 1995

Revenues for the nine months ended September 30, 1996 increased
$92,849 over the same period in 1995 due to horizontal drilling
service work performed in this period.

Cost of Revenue and General and Administrative Expenses decreased
$74,580 over the same period in 1995, due to a reduction of legal
and consulting charges.


                      LIQUIDITY AND CAPITAL RESOURCES

Negative working capital of $298,918 at September 30, 1996
compared to year end December 31, 1995 increased $193,224
primarily due to the replacement of certain horizontal drilling
equipment damaged in use and causing a cessation of operation
until additional financing was secured in September.

The Company has been unable to meet its current obligations and
on May 13, 1996 filed for Chapter 11 Reorganization in the U.S.
Bankruptcy Court.  The management is devoting the majority of its
time seeking funding for the Company, particularily from those
parties that demonstrated interest in the Company but were
reluctant due to the liabilities and contingent liabilities
associated with the Company.


                        PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          Location:      United States Bankruptcy Court
                         Southern District of Indiana
          Case:          96-70559-BHL-11
          Description:   Chapter 11 Reorganization
          Date:          May 13, 1996

On May 13, 1996 the Company voluntarily filed a petition for
"Reorganization" persuant to Chapter 11 in the United States
Bankruptcy Court for the Southern District of Indiana.  The
filing was due to the liabilities and contingent liabilities
resulting from the acquisition and subsequent disposition of
Green Coal Comapny, Inc.

The Company has been unable to attract the needed financings to
develope its properties and pursue its business opportunities as
a result of these liabilities.  It is managemment's belief that
filing for reorganization is in the best interest to protect the
company's assets and to attract investors that can be protected
through the Bankruptcy Court on a priority basis.

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

On August 16, 1996, the Company received the signed order dated
August 15, 1996 from the United States Bankruptcy Court for the
Southern District of Indiana approving a loan transaction with
Pembrooke Holding Corporation for a post-petition financing to
meet the Companys present working capital needs.  The Company has
entered into an agreement with Pembrooke Holding Corporation
whereby $150,000 will be loaned to the Company for a period of
180 days without interest, secured by a pledge of 50% of the
stock of Calox Corporation ( a wholly owned subsidiary of the
company).  Upon the Courts confirmation of the plan of
reorganization Pembrooke shall receive, in satisfaction of its
$150,000 loan, a debenture in the amount of $150,000 which shall
be convertible to stock at a price of 12.5 cents per share.  The
Company shall also issue warrants for its stock to Pembrooke as a
part of a plan of reorganization for a total of 2,333,3334
warrants exercisable at 58% of the market price at the time of
exercise.  The company will also receive $130,000 from Pembrooke
to acquire a 60% working interest in each well developed in a
certain oil and gas property which the company is currently in
negotiation to lease.  At such time that Pembrooke receives oil
and gas production payments equal to its investments in each
well, Pembrooke's working interest shall be reduced to 50%.

On April 11. 1996, the Company received a Letter of Intent from
Tiger Industrial Transportation Systems, Inc. to enter a contract
to mine and market lime and limestone products from the Company's
limestone reserve located in Monroe County, Indiana.  The
transaction is subject to a market survey that is being conducted
at this time.  Pembrooke Holding Corporation is financing an
independent market study and is soliciting customers for the
limestone products.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (A)  Exhibits
               None

          (B)  Reports of Form 8-K
               None



                                 SIGNATURE


          Persuant to the requirements of 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.


                                   PETRO UNION, INC.



                                   /s/ Richard D. Wedel
DATE:                              Richard D. Wedel, President