SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-Q

[X]    Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
       Act of 1934

       For Quarter Ended:  March 31, 1997 Commission File No. 33-18143-D

                                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.

                         CORVALLIS, INC.
              -------------------------------------
      (Exact name of registrant as specified in its charter)

                  Nevada                             87-0449399
      ----------------------------                ----------------
      (State or other jurisdiction                (I.R.S. Employer
    of incorporation or organization)             Identification No.)


       1486 South 11th East
       Salt Lake City, Utah                              84105        
     -----------------------------                -------------------
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:  (801) 487-3893
                                                    -----------------

                          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  [   ]

             APPLICABLE ONLY TO CORPORATION ISSUERS:

      Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.  As of the date of
filing of this report, the Registrant had a total of 1,250,009 shares of
common stock issued and outstanding, after giving effect to a 1-for-25 reverse
split completed in August, 1994, and a 1-for-5 reverse split in August, 1995.
 



                  PART 1.  FINANCIAL INFORMATION
                                                                               
                                      
                  ITEM 1.  FINANCIAL STATEMENTS

    In the opinion of the Registrant, the following unaudited financial
statements contain all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the Company
as of March 31, 1997, and the results of its operations and changes in its
financial position for the nine months ended March 31, 1997, and March 31,
1996, respectively, and from inception on September 28, 1987 through March 31,
1997.  The results of its operations for such interim periods are not
necessarily indicative of the results to be expected for the entire year.


                         CORVALLIS, INC.
                  (A Development Stage Company)

                       Financial Statements

                 March 31, 1997 and June 30, 1996


                         C O N T E N T S


Independent Auditors' Report ................................. 3

Balance Sheets ............................................... 4

Statements of Operations ..................................... 5

Statements of Stockholders' Equity ........................... 6

Statements of Cash Flows ..................................... 9

Notes to the Financial Statements ............................ 11



  [Logo/Letterhead of Jones Jensen & Company, Certified Public 
                    Accountants appears here]



                   INDEPENDENT AUDITORS' REPORT
                   ----------------------------



April 17, 1997



The Board of Directors
Corvallis, Inc.
Salt Lake City, Utah  

       The accompanying balance sheets of Corvallis, Inc. (a development stage
company) as of March 31, 1997 and the related statements of operations,
stockholders' equity, and cash flows for the three months and nine months then
ended and for the three months and nine months ended March 31, 1996 and from
inception on September 28, 1987 through March 31, 1997 were not audited by us
and, accordingly, we do not express an opinion on them.  The accompanying
balance sheet of Corvallis, Inc. as of June 30, 1996 was audited by us and we
expressed an unqualified opinion on it in our report dated August 14, 1996.


/s/ Jones, Jensen & Company
---------------------------
Jones, Jensen & Company



























     50 South Street, Suite 1450, Salt Lake City, Utah 84144 
           * Telephone 801-328-4408, Facsimile 801-4461
<PAGE>
                         CORVALLIS, INC.
                  (A Development Stage Company)
                          Balance Sheets

                              ASSETS
                          --------------

                                           March 31,           June 30,   
                                              1997              1996      
                                          -------------    -----------------
                                           (Unaudited)       (Audited)
CURRENT ASSETS                      

  Cash                                    $         463    $           335
                                          -------------    ---------------
     Total Current Asset                            463                335
                                          -------------    ---------------
     TOTAL ASSETS                         $         463    $           335
                                          =============    ===============


               LIABILITIES AND STOCKHOLDERS' EQUITY
           -------------------------------------------

CURRENT LIABILITIES

  Accounts payable                        $        950     $         1,200
  Stockholders' payable (Note 6)                   524                 -  
                                          ------------     ---------------  
     Total Current Liabilities                   1,474               1,200
                                          ------------     ----------------

STOCKHOLDERS' EQUITY 

  Common stock authorized 200,000,000
   shares at $0.001 par value; 
    1,330,009 and 1,250,009 shares 
    issued and outstanding                      1,330                1,250
  Additional paid-in capital                  189,745              181,805
  Deficit accumulated during the 
    development stage                        (192,086)            (183,920)
                                          ------------     ----------------
     Total Stockholders' Equity                (1,011)                (865)
                                         -------------     ----------------
     TOTAL LIABILITIES AND STOCKHOLDERS' 
     EQUITY                              $        463      $           335
                                         =============     ================











The accompanying notes are an integral part of these financial statemets.

<PAGE>
                          CORVALLIS, INC.
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)
<TABLE>
<CAPTION>

    
                                                                                   From
                                                                                   Inception on
                                                                                   September 28,
                             For the Three Months        For the Nine Months       1987 Through 
                              Ended March 31,              Ended March 31,         March 31,
                             1997             1996       1997           1996       1997
                            ------------- ------------  ------------- ------------ --------------
<S>                         <C>           <C>           <C>            <C>         <C>

REVENUE                     $      -      $       -     $      -       $       -    $      -

EXPENSES

  Consulting fees                  -              -            2,000           -          9,047
  Legal                            -              -            2,000           -          9,427
  Accounting                       -              825          1,315        2,025         9,248
  Other                              426           15          2,283           45         5,895
  Transfer fees                      398          405            568          565         1,715
                            ------------- ------------  -------------  -----------  ------------
     Total Expenses                  824        1,245          8,166        2,635        35,332
                            ------------- ------------  -------------  -----------  ------------
LOSS BEFORE
 DISCONTINUED OPERATIONS            (824)      (1,245)        (8,166)      (2,635)      (35,332)
              
LOSS ON
 DISCONTINUED OPERATIONS            -             -              -              -      (156,754)
                            -------------  -----------  -------------  ------------  ------------
NET LOSS                    $       (824)  $   (1,245)  $     (8,166)  $   (2,635)   $ (192,086)
                            ============= ============ ============== ============= =============
WEIGHTED AVERAGE
 LOSS PER SHARE             $      (0.00)  $    (0.00)  $      (0.01)  $    (0.00)
                            ============= ============ ============== ============= =============






























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

<PAGE>
                         CORVALLIS, INC.
                  (A Development Stage Company)
                Statements of Stockholders' Equity
                           (Unaudited)

                                                                 Deficit
                                                                 Accumulated
                            Common Stock           Additional    During the
                          -----------------        Paid-in       Accumulative
                         shares         Amount     Capital       Stage       
                        ------------- ------------ ------------- -------------
Balance at inception           -      $    -       $        -       -

Issuance of common stock 
 at inception at $.0015 
 per share                   112,000          112        20,888     -     

Issuance of common stock 
  in July 1988 at $.01, 
  less deferred offering
  costs offset against 
  paid-in capital            105,120          105        91,630     -

Net loss from inception to 
 June 30, 1989                 -            -               -        (19,673)
                         ------------ ------------ --------------- -----------
Balance, June 30, 1989       217,120          217       112,518      (19,673)

Issuance of common stock 
  for fixed assets in 
  August 1989                506,613          507        18,801      - 

Issuance of common stock in
 private placement at 
 $.0075 in November 1989      21,333           21        19,999      - 

Net loss for the year ended 
 June 30, 1990                 -            -                -      (132,670)
                         ------------ ------------ ------------- ------------
Balance, June 30, 1990       745,066          745       151,298     (152,343)

Net loss for the year ended 
 June 30, 1991                 -             -               -          (300)
                         ------------ ------------ ------------- ------------
Balance, June 30, 1991       745,066          745       151,298     (152,643)

Net loss for the year ended 
 June 30, 1992                 -             -               -          (300)
                         ------------ ------------ ------------- ------------
Balance, June 30, 1992       745,066  $       745  $    151,298  $  (152,943)
                         ------------ ------------ ------------- ------------







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

<PAGE>
                         CORVALLIS, INC.
                  (A Development Stage Company)
          Statements of Stockholders' Equity (Continued)
                           (Unaudited)

                                                                 Deficit
                                                                 Accumulated
                            Common Stock           Additional    During the
                          -----------------        Paid-in       Accumulative
                         shares         Amount     Capital       Stage       
                        ------------- ------------ ------------- -------------

Balance, June 30, 1992       745,066  $       745  $    151,298  $   (152,943)

Net loss for the year ended 
 June 30, 1993                    -             -            -         (1,335)
                       ------------- ------------ ------------- -------------
Balance, June 30, 1993       745,066          745       151,298      (154,278)
            
Issuance of common stock for
 extinguishment of stockholders'
 payable at $.002 (Note 7)    54,934           55        14,157            -
 
Net loss for the year ended
 June 30, 1995                    -             -            -        (14,252)
                        ------------- ------------ ------------- -------------
Balance, June 30, 1995       800,000          800       165,455      (168,530)

Issuance of common stock for
 extinguishment of stockholders' 
 payable at $.008 in 
  March 1995                  85,000           85         3,315           -
 
Issuance of common stock for 
 extinguishment of stockholders'
 payable at $.01 in
  March 1995                  60,000           60         2,940           -

Issuance of common stock for 
 services rendered at $.008 in 
 March 1995                   75,000           75         2,925           -
 
Net loss for the year ended
 June 30, 1995                    -             -           -         (7,855)
                          ----------  ------------ ------------ -------------
Balance, June 30, 1995     1,020,002  $     1,020  $    174,635 $   (176,385)
                          ----------  ------------ ------------ -------------











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

<PAGE>

                         CORVALLIS, INC.
                  (A Development Stage Company)
     Statements of Stockholders' Equity (Deficit) (Continued)
                           (Unaudited)
                                                                 Deficit
                                                                 Accumulated
                            Common Stock           Additional    During the
                          -----------------        Paid-in       Accumulative
                         shares         Amount     Capital       Stage       
                        ------------- ------------ ------------- -------------
Balance, June 30, 1995     1,020,002  $     1,020  $    174,635  $  (176,385)

Capital contributed by
 extinguishment of
 stockholders' payable            -            -          1,150         -

Issuance of common stock for
 extinguishment of 
 stockholders' payable at 
 $0.05 per share in 
 September, 1995              20,000           20           980         -

Issuance of common stock for
 extinguishment of 
 stockholders' payable at 
 $0.025 per share in 
 March, 1996                 130,000          130         3,120         -

Issuance of common stock for
 services rendered at
  $0.025 per share 
  in March, 1996              80,000           80         1,920         -

Fractional shares from 
 reverse stock split               7           -             -          -

Net loss for the year ended
 June 30, 1996                    -            -             -        (7,535)
                         ------------ ------------  ----------- --------------

Balance, June 30, 1996     1,250,009        1,250       181,805     (183,920)

Issuance of common stock for
 services rendered at 
 $0.10 per share in 
 October, 1996                30,000           30         2,970          -

Issuance of Common stock for
 extinguishment of 
 stockholders' payable at 
 $0.10 per share in 
 October 1996                 50,000           50         4,950          -

Net loss for the nine months
 ended March 31, 1997             -            -             -        (8,166)
                        ------------- ------------ ------------- ------------
Balance, March 31, 1997    1,330,009  $     1,330  $    189,725  $  (192,086)
                        ============= ============ ============= ============

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

<PAGE>
                         CORVALLIS, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows
                           (Unaudited)
<TABLE>
<CAPTION>
                                                                                    From
                                                                                    Inception on
                                                                                    September 28,
                                  For the Three Months    For the Nine Months       1987 Through
                                    Ended March 31,       Ended March 31,           March 31,
                                1997            1996      1997           1996       1997
                            ------------- ------------ -------------- ------------- -------------
<S>                         <C>           <C>           <C>           <C>           <C>

CASH FLOWS FROM OPERATING
ACTIVITIES:                

  Net loss                  $       (824) $    (1,245) $      (8,166) $     (2,635) $    (35,332) 
  Discontinued operations             -             -             -             -       (156,754)
  Issuance of common stock
   for fixed assets                   -             -             -             -         19,308
  Debt converted to additional
   Paid-in capital                    -             -             -             -          1,150
 Issuance of stock for services
   rendered and settlement of debt    -             -           3,000           -         28,687
 Increase (decrease) in current
   liabilities                       500        1,825           5,294        1,825         6,494
                            -------------  ----------- --------------- ------------ -------------

    Net Cash Provided (Used)
    by Operating Activities         (324)         580             128         (810)     (136,447)
                            -------------  ----------- --------------- ------------ -------------

CASH FLOWS FROM INVESTING 
  ACTIVITIES                          -            -               -            -             -
                            ------------- ------------- --------------- ------------ ------------
CASH FLOWS FROM FINANCING
 ACTIVITIES

 Sale of common stock                 -            -               -         1,000       136,910
                            ------------- ------------- --------------- ------------ ------------
    Net Cash Provided (Used)
     by Financing Activities          -            -               -         1,000       136,910
                            ------------- ------------- --------------- ------------ ------------
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS          (324)         580             128          190           463

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD              787           30             335          420            -
                            ------------- ------------ --------------- ------------ -------------

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD           $        463  $       610   $         463  $       610  $        463
                            ============= ============ =============== ============ =============

















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

<PAGE>
                         CORVALLIS, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows
                           (Unaudited)
<TABLE>
<CAPTION>
                                                                                    From
                                                                                    Inception on
                                                                                    September 28,
                                  For the Three Months    For the Nine Months       1987 Through
                                    Ended March 31,       Ended March 31,           March 31,
                                1997            1996      1997           1996       1997
                            ------------- ------------ -------------- ------------- -------------
<S>                         <C>           <C>           <C>           <C>           <C>

CASH PAID FOR
 Income Taxes               $        -    $       -     $        -    $       -      $       -
 Interest                   $        -    $       -     $        -    $       -      $       - 

NON CASH FINANCING ACTIVITIES
 Issuance of common stock
  for equipment             $        -    $       -     $        -    $       -      $    19,308

 Issuance of common stock
  for stockholders' payable $    5,000    $       -     $     5,000   $       -      $    25,612

 Issuance of common stock 
  for services rendered     $    3,000    $       -     $     3,000   $       -      $     8,000











































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


                         CORVALLIS, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                 March 31, 1997 and June 30, 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

a. Organization

The financial statements presented are those of Corvallis, Inc, a development
stage company.  The Company was incorporated in the State of Nevada on
September 28, 1987.  The Company was incorporated for the purpose of providing
a vehicle which could be used to raise capital and seek business opportunities
believed to hold a potential for profit.  The Company has not presently
identified a specific business area or direction that it will follow. 
Therefore, no principal operations have yet begun.

b. Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.  The Company elected a June 30th fiscal year end.

c. Net Loss Per Share

The computations of net loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the financial
statements.

d. Deferred Stock Offering Costs

In connection with the public offering of the Company's common stock (see Note
2), all costs were accumulated as deferred charges.  The deferred charges were
offset against proceeds received from the stock offering.

e. Provision for Taxes

The Company accounts for income taxes using Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes."  Under Statement 109, the
liability method is used in accounting for income taxes.

At March 31, 1997, the Company had net operating loss carryforwards of
approximately $192,000 that may be offset against future taxable income
through 2012.  No provision for income taxes has been made due to these net
operating loss carryforwards.  The tax benefit of the net operating loss
carryforwards is offset by a valuation allowance of the same amount due to the
uncertainty that the carryforwards will be used before they expire.

Utilization of the net operating losses may be subject to a substantial annual
limitation due to the "change in ownership" provisions of the Internal Revenue
Code of 1986 and similar state provisions.  The annual limitation may result
in the expiration of net operating losses before utilization.







                         CORVALLIS, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                 March 31, 1997 and June 30, 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Statement of Cash Flows

For the purposes of the Statement of Cash Flows, the Company considers all
highly liquid investments with an original maturity of three months or less to
be cash equivalents.

g. Office Space

A director of the Company provides office space in his home for the Company. 
The space is used primarily by the director for his personal affairs.  The
value to the Company is considered immaterial.  Accordingly, no benefit has
been recorded.

h. Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.

NOTE 2 -PUBLIC OFFERING

In 1988 the Company completed a public offering which was registered on Form
S-18 in accordance with the Securities Act of 1933.  A total of 105,120 units
were sold having a gross subscription price of $131,400.  Deferred offering
costs totaling $39,665 were offset against additional paid-in capital.

NOTE 3 -ASSET PURCHASE AGREEMENT

In September 1989, the Company completed the terms of an Asset Purchase
Agreement with DLB Enterprises, Inc. ("DLB"), a closely-held Nevada
corporation, providing for the acquisition by the Company of all of the
operating assets of Southwest, a Las Vegas-based enterprise which had been
engaged in the manufacture and installation of awnings for commercial,
industrial and residential use for approximately the past fourteen (14)
months.  Southwest was previously a joint enterprise owned and operating in
Las Vegas by DLB and WAM Industries, Inc. ("WAM"), a Salt Lake City-based
corporation which has been engaged in the awning business for several years.


                         CORVALLIS, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                 March 31, 1997 and June 30, 1996


NOTE 3 - ASSET PURCHASE AGREEMENT (Continued)

Under the terms of the Asset Purchase Agreement, the Company acquired all of
the operating assets of Southwest, including equipment, inventory, customer
accounts, tradenames and trademarks and other assets in exchange for the
issuance to DLB of a total of 253,306 shares of the Company's restricted
common stock.  Concurrently, the Company also entered into a separate
agreement with WAM under the terms of which WAM agreed to act as contractor on
all large commercial jobs of the Company at a price of cost plus 10% and
generally agreed to contribute its expertise in the development of the
Company's business, in consideration of which the Company issued to WAM a
total of 108,560 shares of its restricted common stock.  In connection with
these transactions, the Company issued a total of 144,747 shares of restricted
common stock to Whitney O. Cluff and certain of his business associates who
were instrumental in facilitating the negotiation and consummation of the
transactions.  The assets were subsequently written off (see Note 4).

NOTE 4 - DISCONTINUED OPERATIONS

The Company, on January 1, 1990, decided to discontinue its operations. 
Therefore, the Company entered into an agreement with WAM Industries in which
WAM took over the operations of the Company and paid its outstanding debts,
and in consideration WAM Industries was given all of its assets.  The assets
consisted of all cash, receivable and fixed assets.  The Company has not had
any operation since that date except for some incidental expenditures to keep
the Company on active status with the State and stock exchanges.

NOTE 5 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern. 
It is the intent of the Company to seek a merger with an existing, operating
company.  Currently, the stockholders are committed to cover all operating and
other costs until sufficient revenues are generated.

NOTE 6 - STOCKHOLDERS' PAYABLE

Some stockholders of the Company have paid expenses on behalf of the Company. 
The amount paid on behalf of the Company is non-interest bearing and will be
repaid to the stockholders when monies are available or will be converted to
equity.

                         CORVALLIS, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                 March 31, 1997 and June 30, 1996


NOTE 7 - REVERSE STOCK SPLITS

On July 21, 1994 during a special meeting of shareholders, a motion was
approved authorizing a reverse split of the issued and outstanding common
stock of the Company with one new share being issued for every twenty-five
(25) shares previously held.

On August 22, 1995 the shareholders of the Company approved a motion
authorizing an additional reverse split of the issued and outstanding common
stock of the Company on a 1-for-5 basis.  All references to shares outstanding
and net loss per share have been adjusted to reflect the effects of these
stock splits on a retroactive basis.

                                            ITEM 2.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                                                               
                                      
MATERIAL CHANGES IN FINANCIAL CONDITION
----------------------------------------

      The Registrant has been essentially inactive since January, 1990.  The
Registrant's financial condition has not changed materially since the year
ended June 30, 1994.  However, during the fiscal year ended June 30, 1996, the
Registrant incurred $7,535 in legal, accounting and other expenses in
connection with the filing of periodic reports of the Registrant's efforts to
reactivate its operations and the Registrant's review of business
opportunities for possible involvement by the Registrant.  During the quarter
ended March 31, 1997, the Registrant incurred a total of $824 in such
expenses, as compared to a total of $1,245 in expenses for the quarter ended
March 31, 1996.  

     The Registrant's financial condition has not changed materially since the
year ended June 30, 1991, or since January, 1990.  Since January, 1990, the
Registrant has had essentially no assets and no revenue or losses from
operations.

      At present, the Company does not have adequate capital to conduct any
significant operations.  The Company intends to become engaged immediately in
the search for potential business opportunities for acquisition or involvement
by the Company.  Management believes that any business venture in which the
Company becomes involved will be made by issuing shares of the Company's
authorized but unissued common stock.  It is anticipated that the Company's
liquidity, capital resources and financial statements will be significantly
different subsequent to the consummation of any such transaction. 

MATERIAL CHANGES IN RESULTS OF OPERATIONS
------------------------------------------

     As indicated above, the Company has had essentially no operations since
January 1990.  The Registrant had no operations, and no revenue during the
quarters ended March 31, 1997 and March 31, 1996.  The Registrant had a loss
of $8,166 for the nine months ended March 31, 1997, as compared to a loss of
$2,635 for the nine months ended March 31, 1996.  Such losses are attributable
to expenses incurred in connection with the Company's efforts to update and
maintain its accounting, legal matters and quarterly filings. 

     The Registrant had not filed any reports on Form 10-Q or Form 10-K from
September 1989 until the second quarter of 1994, when new management undertook
efforts to reactivate the Registrant and bring it current in its filing
requirements.   However, as indicated, the financial condition of the
Registrant has not changed materially since January 1990, except for the
contribution of some cash and services by officers, directors and certain
shareholders in exchange for stock, for the purpose of reactivating the
Company.

                    PART 2.  OTHER INFORMATION

                    ITEM 1.  LEGAL PROCEEDINGS

     The Company is not a party to any legal proceedings and, to the best of
its knowledge, no such action by or against the registrant has been
threatened.

                  ITEM 2.  CHANGES IN SECURITIES

     None.

             ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

      No matters were submitted to a vote of security holders during the
quarter ended March 31, 1997.

                    ITEM 5.  OTHER INFORMATION
     None.

            ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

     None.

     (b)    Reports on Form 8-K.  
            ---------------------
     During the quarter ended March 31, 1997, no reports on Form 8-K were
filed by the Registrant.

                            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.

                              CORVALLIS, INC.
                              ----------------
                              (Registrant)


Date:  5/12/97                By: /s/ Whitney O. Cluff
                                      -----------------
                                      Whitney O. Cluff, President and
                                      Chief Executive Officer