SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 10-K

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

                For the Fiscal Year Ended February 28, 1997
                       Commission File Number 0-7919

                       WYOMING OIL & MINERALS, INC.

A Wyoming Corporation                             I.R.S. Employer Identification
                                                  Number 83-0217330

                             330 South Center
                                 Suite 419
                           Casper, Wyoming 82601

                                     
Registrant's telephone number including area code:          (307) 234-9638

              Securities Registered Pursuant to Section 12(g)

                               COMMON STOCK

     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      

     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant (13,864,500 shares).  The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within 60 days prior
to the date of filing. As of May 15, 1997 (based on $.01 bid, $.050 asked) -
$415,935.

     Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date.  May 15, 1997
16,750,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE:    None


Item 1.   Business

     Wyoming Oil & Minerals, Inc. (the Company), a Wyoming Corporation, was
incorporated on February 23, 1973 as Wyoming Coal Corporation.  It was organized
primarily to hold and develop state and fee coal leases and secondarily to
acquire oil and gas properties and explore for, develop and produce oil and gas.
As the Company evolved, its emphasis shifted from holding and developing the
coal leases to acquiring oil and gas leases and production.  Some of the
Company's coal leases have been explored and found not to contain coal deposits
in commercial quantities and been dropped.  As of the date of this report, the
Company's coal properties have all been sold or dropped.  Since oil and gas
sales are now the Company's primary revenue source, its name was changed to
Wyoming Oil & Minerals, Inc. at a shareholders meeting held August 10, 1981 to
more accurately reflect the Company's business.

     Generally, the economic success of the Company depends on its ability to
locate and purchase oil and gas properties or purchase or lease valuable oil and
gas prospects or mineral deposits.  The Company must further operate, sell or
lease these deposits or prospects to others at a profit or develop the
properties itself or in conjunction with others.

     To accomplish these goals, the Company will encounter competition from
major oil and mining companies and other independent operators attempting to
acquire prospective oil and gas leases, coal leases, production and other
mineral interest.  These sources of competition may be both large and small
energy oriented companies operation in the states in which the Company does
business or may do business in the future.  Some of these competitors are major
oil and gas and coal companies with substantial reserves and earnings records. 
Others are small independents with varying degrees of stability.  Some not only
produce oil and gas, but refine and market petroleum products.  Some produce and
market coal.  The Company may be in a position of competitive disadvantage with
many of these companies in that they have greater sources of capital, technical
and management personnel, research facilities and sources of information.

     Compliance with statutory requirements respecting environmental quality may
necessitate significant capital outlays which may materially effect the earning
power of the Company or may cause material changes in the Company's proposed
business.  Inc the past fiscal year, the Company expended less than $1,000 to
comply with environmental regulation.  It does not contemplate spending
significant funds incidental to its operation in the present fiscal year to
comply with environmental regulations.

     The Company markets its properties or interest in its properties to others
who will develop them with the Company retaining an economic interest.  The
Company also drills exploratory oil and gas wells by itself and in joint venture
with others.  Additional funds may be needed to engage in these activities and
the Company hopes to finance all or some of its interest in these by having
others pay for the drilling and/or completion of wells in exchange for an
interest in the particular well or prospect.

     The business of the Company is seasonal only to the extent that weather
conditions, particularly snow and cold in the winter, impede the ability of the
Company or others who may be developing properties in which the Company has an
interest to conduct exploratory activities, drilling production or mining
operations.


                                     2
     The Company employs its President, Jack C. Bradley, Jr., who receives $2000
monthly and reimbursement of his actual and necessary expenses and one
assistant.

     The Company is operating in one industry segment, the exploration,
production and sale of oil and gas. See Financial Statements.

Item 2.   Properties

     The Company rents office space in the Goodstein Building in Casper, Wyoming
at $400 per month.

     Oil and Gas Properties.  For the following discussion, gross well or acre
is a well or acre in which an interest is owned.  The number of gross wells is
the total number of wells in which and interest is owned.

     A net well or acre is deemed to exist when the sum of fractional ownership
interest in gross wells or acres equals one.  The number of net wells or acres
is the sum of the fractional ownership interests owned in gross wells or acres
as expressed as whole numbers and fractions thereof.

     A summary of the Company's oil and gas properties as of February 28, 1997
all located in the state of Wyoming is as follows:

                                        Gross Acres*        Net Acres*

     Undeveloped proved and
      unproved acres:
     Leasehold interest:
      Oil and gas                                 360           352

     Developed proved acres:
      Leasehold interest:
         Primarily oil                          4,590         1,844
         Primarily gas                              0             0

     * - decrease in acres due to expiration of override leases expired in which
the Company had no basis.

     Oil and Gas Production.  As of February 28, 1997, the Company owns the
following productive wells:
                                   Oil                 Gas
                              Gross          Net       Gross          Net

Working Interest               38         19.2509         0            0
Royalty                        36           .1046         0            0



                                     3


     From its drilling efforts and from production purchased from others, the
Company's net yearly production of crude oil and gas has been as follows:

     Year Ended
     the last day
     of February              Crude Oil in Barrels               Gas in MCF

       1995                         15,970                           5,081
       1996                         13,157                           3,558
       1997                         16,786                           2,629

     The average sales price (including transfers) per unit oil and gas produced
for the years ended the last day of February is as follows:

                               1997           1996           1995

     Oil -- Barrels           $20.97         $17.00         $16.07
     Gas -- MCF               $ 2.64        $  1.43        $  1.47

     The average production (lifting) cost per unit of production is as follows:

                               1997           1996           1995

     Oil -- Barrels           $14.58         $16.96         $13.63
     Gas -- MCF               $ 1.25        $  1.25        $  1.25

                           Net Exploratory Wells

Fiscal Year
  Drilled           Producers           Dry Holes           Total Wells

   1995                0                     0                   0
   1996                0                     0                   0
   1997                0                     0                   0

                           Net Development Wells

Fiscal Year
  Drilled           Producers           Dry Holes           Total Wells

   1995                0                     0                    0
   1996                0                     0                    0
   1997                0                     0                    0


                                     4
     Reserves. The following are reserve estimates as of last day of February:

Proved Oil and Gas Reserves             Oil (bbls)          Gas (mcf)

          1995                            69,093             99,916
          1996                           163,378             86,884
          1997                            88,197             84,255

Proved Developed Oil and Gas Reserves

          1995                            69,093             99,916
          1996                           163,378             86,884
          1997                            88,197             84,255

     The reserve estimates for all properties were computed both by management
and by independent petroleum engineers for areas in which the Company has
interest in certain wells.  No reserve figures have been filed with or reported
to any other regulatory authorities or agencies.

     The Company has annual rental obligations from $0.50 to $1.00 per acre on
all of its leasehold oil and gas on which there is no production.  If these
payments are not made when due, the leases terminate. Additionally, the leases
terminate at the end of this term unless production is obtained in which case
the lease continues as long as production continues.

     Oil and Gas Operations.  The Company follows the successful efforts method
of accounting for oil and gas exploration and development activities.  Under
this method of accounting lease acquisition costs, intangible drilling costs and
other costs associated with exploration efforts which result in the discovery of
proved reserves are capitalized.  Costs of well equipment, development drilling,
support facilities, major betterments and renewals and other development costs
are capitalized.  Capitalized costs are amortized using the units of production
method.  For leasehold costs, the basis is total estimated units proved
developed reserves both of which are estimated by independent engineers and
management of the Company.  the amortized amounts are charged to depreciation
and depletion expense.  The recoverability of costs capitalized related to
proved and unproved acreage is reviewed periodically.  Any impairment discovered
is charged to expenses.

     Costs of drilling exploratory wells which do not result in the discovery of
proved reserves are charged to expense.  Production costs, geological and
geophysical costs, and maintenance and repairs are charged to expense.

Item 3.   Legal Proceedings.

     None

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

     None

                                     5

                                  PART II

Item 5.   Market for Registrant's Common Equity and
          Related Stockholder Matters.

                                                       Bid Prices

                                                  High           Low
                                                          
March 1, 1988 through February 28, 1989          1 cent         1 cent
                                                                            
March 1, 1989 through February 28, 1990          1 cent         1 cent
                                                                   
March 1, 1990 through February 28, 1991          1 cent         1 cent
                                                                             
March 1, 1991 through February 28, 1992        1/2 cent       1/2 cent
                                                                         
March 1, 1992 through February 28, 1993          1 cent         1 cent
                                                                        
March 1, 1993 through February 28, 1994          1 cent         1 cent
                                                                         
March 1, 1994 through February 28, 1995          1 cent         1 cent
                                                 
March 1, 1995 through February 29, 1996          1 cent         1 cent
                                                                        
March 1, 1995 through February 28, 1997          1 cent         1 cent
                                                                      

     The source for the over-the-counter quotations is the National Association
of Securities Dealers.  Such quotations reflect inter-dealer prices without
retail mark-up, mark-down, or commission and may not necessarily represent
actual transactions.

     There were approximately 1,609 holders of record of the Company's common
stock as of May 15, 1997.

     No dividends have been declared or paid in the Company's history.  Wyoming
law generally provides that dividends may be declared and paid only out of the
unreserved and unrestricted earned surplus of the corporation, except when the
Articles of Incorporation of a corporation engaged in the business of exploiting
natural resources so provide, dividends may be declared and paid out of
depletion reserves.

     Wyoming Oil & Minerals, Inc. has no unreserved and unrestricted earned
surplus and its Articles of Incorporation do not provide that dividends may be
paid from depletion reserves.




                                     6
Item 6.   Selected Financial Data

                                   Year Ended February 28/29
                           1997      1996      1995      1994      1993
Revenues:
 Operating revenues from
  oil and gas sales      $357,765  $266,227  $293,777  $207,295  $117,297

Other operating
 revenues                  22,039    24,962    32,160    25,852    25,187

Earnings (loss) from
 continuing operations before
 extraordinary items      ( 9,698)  (51,635)  (27,147)  (396,484)   9,442      

Extraordinary items          --        --        --         --        --     

Net earnings (loss) from 
 continuing operations    ( 9,698)  (51,635)  (27,147)  (396,484)    9,442
Earnings (loss) per share
 from continuing operations   *         *        (.02)      *           *

Cash dividends per
 common share                 --        --        --        --         --

At year end:

Total assets              242,330   256,806    284,012    414,237   729,758
Long-term obligations      50,000    50,000     50,000     58,703      --  
* Less than $.01 per share

Item 7.   Management's Discussion and Analysis of
          Financial Conditions and Results of Operation


Financial Position

     During the Company's fiscal year 1997, net cash decreased by $287.  Of this
decrease, $2,913 is the result of operating activities, $800 was from the sale
of properties and $4,000 was principal payments on debt.  The Company's emphasis
regarding property additions continues to be toward acquiring existing
production rather than from drilling new wells.  No new drilling was done by the
Company in fiscal 1997 and significant costs related to maintaining existing
production.  Short term notes payable decreased by $4,000 which was paid in
cash. The Company has financed property acquisitions with debt and continue to
repay such borrowing with the revenues from those properties.

                                     7
     During the Company's fiscal year 1997, crude oil prices varied within a
range of approximately $16.81 to $24.98 a barrel.  Natural gas prices varied
within a range of approximately $1.17 to $3.68.  Revenue from such acquired
properties must not only service debt, but continue to provide positive cash
flow after retirement of that debt.

Result of Operations

     The Company's oil and gas revenues increased from $266,227 in fiscal 1996
to $357,765 in fiscal 1997. Present production has the effect of decreasing
Wyoming Oil & Minerals reserves, however, due mainly to not doing the waterflood
of the Don Thorson #1 and the Wade Hill unit, total oil and gas reserves
decreased significantly for the fiscal year ended February 29, 1997.  An
independent engineering firm generated a partial reserves analysis during fiscal
year 1997.  Crude oil sales increased by approximately 3474 equivalent barrels,
which was mainly due to the Don Thorson #1 and the Wade Hill Unit increasing
production.

     During fiscal 1997, the amount reserved for the depletion of reserves and
the depreciation of equipment was $17,184.  Loss on operations for the year was
$9,698 due to the cost of abandoned properties of $28,619.

     Production and operating expenses decreased approximately 18% as a
percentage from fiscal 1996 to 1997, due to less workover costs.

     "Total" General and Administrative expenses remained approximately the same
in fiscal 1996 compared to fiscal 1997.  Since fiscal 1985, the Company resolved
to avoid those activities that required additional outside professional services
and to limit operations to the management of existing properties and the
acquisition of additional properties within the Company's ordinary course of
business.

     Interest expense remained approximately the same as in fiscal 1996.

     Management anticipates higher crude oil and natural gas prices and
therefore, an increase in oil and gas revenues in fiscal year 1998 to fiscal
year 1997 will come from additional production and higher oil and gas prices.

Financial Position

     During the Company's fiscal year 1996, net cash decreased by $53,270.  Of
this decrease, $33,170 is the result of operating activities, $15,100 was for
the purchase of properties and $5,000 was principal payments on debt.  The
Company's emphasis regarding property additions continues to be toward acquiring
existing production rather than from drilling new wells.  No new drilling was
done by the Company in fiscal 1996 and significant costs related to maintaining
existing production.  Short term notes payable decreased by $5,000 which was
paid in cash.  The Company has financed property acquisitions with debt and
continue to repay such borrowing with the revenues from those properties.

     During the Company's fiscal year 1996, crude oil prices varied within a
range of approximately $13.07 to $19.10 a barrel.  Natural gas prices varied
within a range of approximately $1.03 to $1.50.  Revenue from such acquired
properties must not only service debt, but continue to provide positive cash
flow after retirement of that debt.
                                     8
Result of Operations

     The Company's oil and gas revenues decreased from $293,777 in fiscal 1995
to $266,227 in fiscal 1996. Present production has the effect of decreasing
Wyoming Oil & Minerals reserves, however, due mainly to the waterflood of the
Don Thorson #1 and the Wade Hill unit, total oil and gas reserves increased
significantly for the fiscal year ended February 29, 1996.  An independent
engineering firm generated a partial reserves analysis during fiscal year 1996.
Crude oil sales decreased by approximately 3067 equivalent barrels, which was
mainly due to the Don Thorson #1 being out of operation for a number of months.

     During fiscal 1996, the amount reserved for the depletion of reserves and
the depreciation of equipment was $18,501.  Loss on operations for the year was
$45,190 due to increased workover costs on the recently acquired producing
properties.

     Production and operating expenses did not materially change as a percentage
from fiscal 1995 to 1996, except for the increased workover cost described
above.

     "Total" General and Administrative expenses increased $11,546 from $53,284
in fiscal 1995 to $64,830 in fiscal 1996 mainly due to outside service expense
of $9,161 for the year.  Since fiscal 1985, the Company resolved to avoid those
activities that required additional outside professional services and to limit
operations to the management of existing properties and the acquisition of
additional properties within the Company's ordinary course of business.

     Interest expense remained approximately the same as in fiscal 1995.

     Management anticipates higher crude oil and natural gas prices and
therefore, and increase in oil and gas revenues in fiscal year 1997 to fiscal
year 1996 will come from additional production and higher oil and gas prices.

Financial Position

     During the Company's fiscal year 1995, net cash decreased by $26,989.  Of
this decrease, $50,612 is the result of operating activities, $75,616 is
proceeds from the sale of properties, $2,436 was for the purchase of properties
and $49,557 was principal payments on debt.  The Company's emphasis regarding
property additions continues to be toward acquiring existing production rather
than from drilling new wells.  No new drilling was done by the Company in fiscal
1995 and significant costs related to maintaining existing production.  Short
term notes payable decreased by $7,500 which was paid in cash.  The Company has
financed property acquisitions with debt and continue to repay such borrowing
with the revenues from those properties.

     During the Company's fiscal year 1995, crude oil prices varied within a
range of approximately $10.55 to $18.10 a barrel.  Natural gas prices varied
within a range of approximately $1.08 to $1.82.  Revenue from such acquired
properties must not only service debt, but continue to provide positive cash
flow after retirement of that debt.



                                     9
Result of Operations

     The Company's oil and gas revenues increased from $207,295 in fiscal 1994
to $293,777 in fiscal 1995. This increase resulted from the purchase of
additional producing properties.  Present production has the effect of
increasing Wyoming Oil & Minerals reserves, however, due mainly to the loss of
the Bradbury well and sale of another producing property, total oil and gas
reserves decreased significantly for the fiscal year ended February 28, 1995. 
An independent engineering firm generated a partial reserves analysis during
fiscal year 1995.  Crude oil sales increased by approximately 1345 equivalent
barrels, which was mainly due to the purchase of producing properties.

     During fiscal 1995, the amount reserved for the depletion of reserves and
the depreciation of equipment was $10,467.  Loss on operations for the year was
$20,361 due to a loss of $16,519 on the sale of a producing property and
increased workover costs on the newly acquired producing properties.

     Production and operating expenses did not materially change as a percentage
from fiscal 1994 to 1995, except for the increased workover cost described
above.

     "Total" General and Administrative expenses increased $15,792 from $37,492
in fiscal 1994 to $53,284 in fiscal 1995 mainly due to an increase in salary to
the President of $18,000.  Since fiscal 1985, the Company resolved to avoid
those activities that required additional outside professional services and to
limit operations to the management of existing properties and the acquisition of
additional properties within the Company's ordinary course of business.

     Interest expense increased by $2,170 due to additional borrowing.

     Management anticipates higher crude oil and natural gas prices and
therefore, and increase in oil and gas revenues in fiscal year 1996 to fiscal
year 1995 will come from additional production and higher oil and gas prices.

Item 8.   Financial Statements and Supplementary Data.

     For the financial statements and supplementary data required by Item 8, see
Financial Statements, Unaudited Supplemental Financial Information and
Schedules.

Item 9.   Disagreements on Accounting and Financial Disclosure.

     Not applicable







                                    10

                                 PART III

Item 10.  Directors and Executive Officers
          of the Registrant.

     The following are the present directors and executive officers of the
Company and the director-nominees for the coming year.

     Jack C. Bradley Jr., age 55, has been president and a director of the
Company since February 23, 1973. Bradley also is the president, a director, and
the majority shareholder of Manx Oil Corporation, Casper, Wyoming since 1969;
vice-president, director and shareholder on Manewal-Bradley Oil Company,
Newcastle, Wyoming since 1962; and, secretary, director and shareholder of
Econoservice, Inc., Casper, Wyoming since 1986 -- all of which are engaged in
the oil and gas exploration or production business.

     Since 1970, he has been owner of Zephyr Exploration which is a sole
proprietorship engaged in the oil and gas exploration and production business
and real estate investments.

     Jess A. Tolerton, age 73, has been secretary, treasurer and director since
February 12, 1974.  Tolerton was a practicing attorney in Cheyenne, Wyoming from
1966 to 1968 and from January 1974 to December 31, 1990.  He is now retired from
practice.

     There is no family relationship between any of the officers and directors
of the Company.  The term of the officers expire at the annual directors
meeting.

Item 11.  Executive Compensation

     No director or officer of the Company received enumeration which exceeded
$60,000 in the past fiscal year.

     The Company has never granted any options to any of its officers or
directors to purchase any of the Company's securities.  The Company has adopted
a key employee stock option plan designed to qualify under Section 422 of the
Internal Revenue Code of 1954, as amended; however, no options have been granted
pursuant to the plan.  At the present time, no officer or director holds any
options granted by the Company to purchase any on the Company's securities.

Item 12.  Security Ownership of Certain
          Beneficial Owners and Management.

                              Amount and Nature
                               of Beneficial                Percent of
Name and Address                 Ownership                     Class  

The Hawks Company              1,260,000 (1)                    7.5%
P.O. Box 2493
Casper, WY  82601
                                    11

(1) Owned of record

     The following are shares owned by management:

                              Amount and Nature
                               of Beneficial                Percent of
Director                         Ownership                     Class  

Jack C. Bradley, Jr.            2,135,500 (1)                  12.7%
P.O. Box 3560
Casper, WY  82602

Jess A. Tolerton                  650,000                       3.9%

All directors and
officers as a group             2,785,500                      16.6%

(1) Of this total 2,085,500 shares are owned by record by Jack C. Bradley, Jr.,
and  50,000 are owned by Manx Oil Corporation of which Bradley is the president,
a director, and owner of a majority of its outstanding common shares.

Item 13.  Certain Relationships and Related Transactions.

     Not applicable.


                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K.

(a)  See attached Financial Statements, 
     Unaudited Supplemental Financial Information and Schedules.

(b)  No reports of Form 8-K were filed in the fourth quarter of the fiscal year
     ended February 28, 1997.

(c)  Exhibits required by Item 601 of Regulation SK:   None








                                    12



                                SIGNATURES


     Pursuant 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, hereunto duly authorized.

                                   WYOMING OIL & MINERALS, INC.
                                   A Wyoming Corporation

                                   By:   /s/ Jack C. Bradley, Jr.           
                                          Jack C. Bradley, Jr., President
                                          and Principal Financial Officer



DATED: June 11, 1997


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


                                         /s/ Jack C. Bradley, Jr.           
                                        Jack C. Bradley, Jr., Director
                                        and President



DATED: June 11, 1997




                                         /s/ Jess A. Tolerton               
                                        Jess A. Tolerton
                                        Director and Secretary



DATED: June 11, 1997










                       INDEPENDENT AUDITOR'S REPORT



Board of Directors
Wyoming Oil and Minerals, Inc.
Casper, Wyoming

I have audited the accompanying balance sheets of Wyoming Oil and Minerals,
Inc., as of February 28, 1997 and February 29, 1996 and the related statements
of operations, changes in stockholders' equity and cash flows for the years
ended February 28, 1997, February 29, 1996 and February 28, 1995.  These
financial statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these financial statements based on
my audits. 

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wyoming Oil and Minerals, Inc. as
of February 28, 1997 and February 29, 1996, and the results of its operations
and changes in its stockholders' equity and its cash flow for the years ended
February 28, 1997, February 29, 1996 and February 28, 1995, in conformity with
generally accepted accounting principles.



                                   MAURICE M. MORTON
                                   Certified Public Accountant


Casper, Wyoming
May 15, 1997   

                       WYOMING OIL AND MINERALS, INC.

                              Balance Sheets

                                  ASSETS


                                        February 29,             February 28,
                                           1997                  1996           

Current assets:
      Cash                                   $  7,430           $    7,717
      Accounts receivable                      83,110               43,316
      Marketable equity securities -
      (Note 3)                                  5,850                5,850
      Inventory of oilfield equipment and
       oil in tanks - at lower of cost (specific identification)
       or market                               43,325               50,005


        Total current assets                  139,715              106,888

Property and equipment, at cost under the
      successful efforts method of accounting
       (Note 4):
        Proved oil and gas properties 
        (Notes 4 & 5)                         268,023              298,142
        Unproved oil and gas properties         4,842                4,842    
        Pipeline and drilling equipment           570                  570
        Office furniture and equipment          3,509                3,509
                                              276,944              307,063

        Less accumulated depletion and depreciation
                                             (174,390)            (157,206)
                                              102,554              149,857


Other assets                                       61                   61

                                          $   242,330           $  256,806
                                                                (continued)







              See accompanying notes to financial statements.
                                    F-2 

                     WYOMING OIL AND MINERALS, INC.

                              Balance Sheets
                               (Continued)

                   Liabilities and Stockholders' Equity

                                            February 28,      February 29,
                                               1997              1996           

Current liabilities:
      Notes payable (Note 5):
       Related parties                    $     8,000        $   12,000
      Accounts payable                         73,150            72,123
      Accrued expenses                            -               1,805


       Total current liabilities               81,150            85,928

Long-term debt - related parties (Note 6)      50,000            50,000


Stockholders' equity (Note 7):
      Common stock, $.01 par value:
       Authorized - 25,000,000 shares
       Issued - 16,750,000
        shares in 1997 and 1996               167,500           167,500
      Additional paid-in capital            1,021,025         1,021,025
      Accumulated deficit                  (1,077,345)       (1,067,647)

                                              111,180           120,878

                                      $       242,330        $  256,806














              See accompanying notes to financial statements.
                                    F-3

                      WYOMING OIL AND MINERALS, INC.

                         Statements of Operations



                                      February 28,  February 29, February 28,
                                         1997            1996        1995 

Operating revenues:
      Oil and gas sales (Notes 5 & 10)$ 357,765     $ 266,227     $  293,777
      Gain (loss) on sale of oil and
       gas properties and equipment        (700)         -           (16,519)
      Other operating income             22,039        24,962         32,160
      
       Total operating revenues         379,104       291,189        309,418

Operating expenses:
      General and administrative         64,399        64,830         53,284
      Depreciation and depletion         17,184        18,501         10,467
      Oil and gas production costs      272,681       251,419        250,316
      Abandoned properties               28,619          -            15,006
      Lease rentals                           1         1,629            706

       Total operating expenses         382,884       336,379        329,779

       Operating income (loss)           (3,780)      (45,190)       (20,361)

Other income (expense):
      Interest income                        44           523            239
      Interest expense                   (5,962)       (6,968)        (7,025)
   

       Other income (expense), net       (5,918)       (6,445)        (6,786)
                                                                  (continued)











              See accompanying notes to financial statements.
                                    F-4

                      WYOMING OIL AND MINERALS, INC.

                         Statements of Operations
                                (Continued)


                                      February 28,  February 29, February 28,
                                          1997          1996         1995      

Earnings (loss) before income taxes:  $   (9,698)   $  (51,635)  $  (27,147)
  Current taxes                              -            -            -      


Net earnings (loss)                   $   (9,698)   $  (51,635)  $  (27,147)
Weighted average number of shares
      outstanding                     16,750,000    16,750,000   16,750,000

Net earnings (loss ) per 
      common share:
       Primary and fully diluted:

      Net earnings (loss)             $     *        $     *     $      *       





*Less than $.01 per share

















              See accompanying notes to financial statements.
                                    F-5

                          WYOMING OIL AND MINERALS, INC.
                                               
                         Statements of Stockholders' Equity

                    Common Stock   Additional
                    .01 Par Value   Paid-in  Accumulated Treasury Stock
                 Shares     Amount  Capital    Deficit   Shares  Amount Total

 Bal at 02/28/94 16,750,000 $167,500 $1,021,025 $(988,865)  -    $ -   $199,660

 Net loss            -         -         -        (27,147)  -      -   (27,147)

 Bal at 02/28/95 16,750,000  167,500  1,021,025(1,016,012)  -      -   172,513

 Net loss            -         -         -        (51,635)  -      -   (51,635)
 
 Bal at 02/29/96 16,750,000  167,500  1,021,025(1,067,647)  -      -   120,878

 Net loss            -         -         -         (9,698)  -      -    (9,698)

 Bal at 02/28/97 16,750,000 $167,500 $1,021,025$(1,077,345) -    $ -  $111,180











                           See accompanying notes to financial statements.

                                                 F-6

                       WYOMING OIL AND MINERALS, INC.
                          Statements of Cash Flows


                                      February 28,  February 29,  February 28,
                                         1997            1996         1995     

Cash flows from operating activities:
    Cash received from customers    $    340,010    $ 294,067    $  314,001
    Cash paid to suppliers and employees(329,374)    (322,597)     (357,714)
    Interest income                           44          523           239
    Interest expense                      (7,767)      (5,163)       (7,138)

    Net cash provided by (used in) operating activities 
                                           2,913      (33,170)      (50,612)

Cash flows from investing activities:
    Purchase of oil and gas properties and equipment
                                             -        (15,100)       (2,436)
    Proceeds from sale of oil and gas properties and
     equipment                               800         -           75,616

    Net cash provided by (used in) investing activities
                                             800      (15,100)       73,180

Cash flows from financing activities:
    Principal payments                    (4,000)      (5,000)      (49,557)

    Net cash provided by (used in) financing activities
                                          (4,000)      (5,000)      (49,557)

Net increase (decrease) in cash and cash equivalents
                                            (287)     (53,270)      (26,989)

Cash and cash equivalents at beginning of year  
                                           7,717       60,987        87,976

Cash and cash equivalents at end of year $ 7,430     $  7,717     $  60,987
                                                                (continued)

              See accompanying notes to financial statements.
                                    F-7

                       WYOMING OIL AND MINERALS, INC.
                          Statements of Cash Flows
                                (Continued)



                                      February 28,  February 29,  February 28,
                                         1997            1996        1995     

Reconciliation  of net income to net cash provided
by (used in) operating activities

Net earnings (loss)                 $   (9,698)     $ (51,635)   $  (27,147)

Adjustments to reconcile net income to cash provided 
by (used in) operating activities:
    Depreciation and depletion          17,184         18,501        10,467
    (Increase) decrease in accounts receivable
                                       (39,794)         2,87        (13,678)
    (Increase) decrease in inventory     6,680       (32,343)         1,742
    Increase (decrease) in accounts payable
                                         1,027        27,624        (53,408)
    Increase (decrease) in accrued expenses
                                        (1,805)        1,805           (113)
    Abandoned properties                28,619           -           15,006
    Gain (loss) on sale of oil and gas properties
     and equipment                         700           -           16,519

Net cash provided by (used in) operating activities
                                     $   2,913   $   (33,170)   $   (50,612)   



Supplemental schedule of non cash investing and financing activities

None















              See accompanying notes to financial statements.
                                    F-8

                  WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
  February 28, 1997 and February 29, 1996 and February 28, 1995

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    General

    Wyoming Oil and Minerals, Inc. engages principally in the exploration,
    development and production of oil and gas which is mainly in Wyoming.

    Use of estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles require 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 amount of revenues and expenses during the
    reporting period.  Actual results could differ from those estimates.

    Accounts receivable

    The Company uses the direct write off method for bad debts which expenses
    uncollectible accounts in the year they become uncollectible.  Any
    difference between this method and the allowance method is not material.

    Marketable equity securities

    Marketable equity securities are classified as available-for-sale securities
    and are carried at fair value at the balance sheet date.

    When securities are sold, the cost is based on the first-in, first-out
    method.

    Oil and gas properties

    The Company follows the successful efforts method of accounting for oil and
    gas exploration and development activities.  Under this method of
    accounting, lease acquisition costs, intangible drilling costs and other
    costs associated with exploration efforts, which result in the discovery of
    proved reserves, are capitalized.  Costs of well equipment, development
    drilling, support facilities, major betterment and renewals and other
    development costs are also capitalized.  Capitalized acquisition costs of
    proved properties are amortized using the unit-of-production method on the
    basis of total estimated units of proved oil and gas reserves.  Other
    capitalized costs are amortized using the unit-of-production method on the
    basis of total estimated units of proved developed reserves.  The amortized
    amounts are charged to depreciation and depletion expense.  The
    recoverability of costs capitalized both for proved and unproved properties
    is reviewed periodically.  Any impairment discovered is charged to expense.

    Costs of drilling exploratory wells which do not result in the discovery of
    proved reserves are charged to expense.  Production costs, geological and
    geophysical costs, and maintenance and repairs are charged to expense when
    incurred.
                               F-9

                  WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
  February 28, 1997 and February 29, 1996 and February 28, 1995


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Other property and equipment

    The Company's pipeline and drilling equipment and office furniture and
    equipment are depreciated utilizing the straight-line method to apportion
    costs over an estimated useful life of five years.

    Income taxes

    Investment tax credits are recorded in the year in which they are utilized
    to reduce income taxes.

    Earnings (loss) per common share

    Earnings or loss per common share is based on the weighted average number of
    shares of the Company's $.01 par value common stock outstanding during the
    year.  Outstanding warrants have been excluded because the exercise price is
    substantially higher than the trading price of the Company's stock.

    Statement of cash flows

    For purposes of the statement of cash flows, the Company considers all
    highly liquid debt instruments purchased with a maturity of three months or
    less to be cash equivalents.

    Reclassifications

    Certain reclassifications have been made to financial statements of prior
    years to be comparative with the current year presentation.

    Off-Balance-Sheet Risk

    Sale of oil and gas are made to domestic petroleum purchasing and refining
    companies with payment normally received within thirty to sixty days of
    sale.  Billings to joint interest holders are normally received within
    thirty to sixty days of billing.











                               F-10

                  WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
    February 28, 1997, February 29, 1996 and February 28, 1995

2.  FOURTH QUARTER ADJUSTMENTS

    During the fourth quarter of the year ended February 28, 1997 the Company
    wrote off a proved undeveloped lease.  Cost was decreased $28,619 and a loss
    was recorded of $28,619.

    During the fourth quarter of the year ended February 29, 1996, the Company
    recorded an increase of $32,893 in the amount of oil inventory stored in
    tanks.  Oil and gas income also increased $32,893.

    During the fourth quarter of the year ended February 28, 1995, the Company
    wrote off a proved undeveloped lease.  Cost was decreased $86,441, accounts
    payable was decreased $71,435 and a loss was recorded of $15,006.

3.  MARKETABLE EQUITY SECURITIES

    Marketable equity securities are summarized below:

                                        February 28, February 29, February 28,
                                            1997         1996         1995    

  Available-for-sale securities, at cost $ 73,411    $ 73,411      $ 73,411
         Less: Valuation allowance         67,561      67,561        67,561

         Fair Value                      $  5,850    $  5,850      $  5,850

  There were no significant unrealized gains or losses.

4.       OIL AND GAS PROPERTIES

  During fiscal 1997, the Company sold its interest in a producing lease in
  Campbell County, Wyoming for $800.

  Effective May 1, 1995, the Company purchased 20% of seven producing leases in
  Converse and Campbell Counties, Wyoming from a related party for $15,100.

  During fiscal year 1995, the Company sold its interest in producing wells in
  Campbell County, Wyoming to an independent party for $4,181 and recognized a
  loss of $16,519.

  See Note 2, also.








                               F-11

                  WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
    February 28, 1997, February 29, 1996 and February 28, 1995

5.       NOTES PAYABLE

  The Company had outstanding notes payable as follows:

  Other                                              1997            1996      

  Note to individual (related party), due on demand, interest 
         at 1% over the prime rate, (9.25% at February 29, 1996)
         unsecured.                                 $  -            $   500

  Note to individual (related party) due on demand, interest
         at 1% over the prime rate (9.25% at February 28, 1997)
         secured by a producing well.                 8,000          11,500
  
                                                    $  8,000        $12,000

  Other information regarding short-term notes payable is as follows:

                                              1997         1996        1995

  Average aggregate short-term borrowings  $ 10,000     $ 14,500     $ 20,750
  Maximum aggregate short-term borrowings
    at any month-end                       $ 12,000     $ 17,000     $ 24,500
  Weighted average interest rate               9.25%         9.0%         8.0%

  The weighted average interest rate was computed by dividing interest expense
  by the weighted average of such borrowings outstanding.

6.       LONG-TERM DEBT

  The Company had long-term debt as follows:

                                                       1997          1996    

  Notes payable to two individuals (related parties), due
         December 1, 1999, interest at 2% over the prime rate
         (10.25% at February 28, 1997), unsecured   $ 50,000      $ 50,000

  Long-term debt maturities are as follows:

         Year Ended February 28,                        Amount           

              1999                                    $ 50,000



                              F-12

                  WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
    February 28, 1997, February 29, 1996 and February 28, 1995

7.       STOCKHOLDERS' EQUITY

  The Company has adopted a key-employee stock option plan.  The plan provides
  for a maximum of 1,000,000 shares of the Company's common stock available to
  be optioned.  The fair market value of the shares, as determined by the Board
  of Directors at the time the option is granted, will be the exercise price. 
  The options will expire on the earlier of five years after being granted or
  two months after termination of employment.  Since the adoption of the plan,
  no options have been granted.

  No dividends have ever been declared or paid.

8.       INCOME TAXES

  Net income and losses differ from taxable income (loss) because certain
  revenues and expenses are reported in the financial statements in periods
  which differ for those in which they are subject to taxation.  The principal
  timing differences are intangible drilling costs, which are deducted as
  incurred for tax purposes, but capitalized and depleted for proven properties
  for financial statement purposes; and unrealized losses on marketable
  securities, which are recognized for financial statement purposes currently,
  but not until realized for tax purposes.  Deferred income taxes are not
  recognized on the timing differences as it is not likely that all net
  operating loss carryforwards will be used.

                                                   February 28,             
                                          1997          1996         1995     

  Pretax income per books             $ (9,698)      $ (51,635)   $ (27,147)
  Timing differences:
         Depletion on intangible drilling costs
                                         2,000           2,000        3,000
         Basis difference on sale of oil and 
                   gas properties          -               -         18,402

  Taxable income (loss)               $ (7,698)       $ (49,635)  $  (5,745)

  As discussed above, the Company adopted SFAS No. 109 as of February 28, 1994.
  Deferred tax (assets) liabilities are comprised of the following at February
  28, computed using a tax rate of 15%:












                              F-13

                  WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
    February 29, 1997, February 28, 1996 and February 28, 1995


8.       INCOME TAXES (Continued)

  Tax effects of temporary differences for:      1997       1996      1995    

    Accounting for oil and gas properties    $    306    $    606    $   905
    Accounting for securities held for sale    (6,428)     (6,428)    (6,428)
                                               (6,122)     (5,822)    (5,523)
         Tax loss carryforwards               (92,382)   (107,216)  (107,606)
                                              (98,504)   (113,038)  (113,129)
         Valuation allowance                   98,504     113,038    113,129
         Net deferred tax                    $    -     $    -       $   -      

  At February 29, 1997, the Company had net operating loss carryforwards
  available of $615,880 and unused investment credit carryforwards available of
  $9,190.  Such carryforwards expire as follows:

                                          Net
                                       Operating      Investment
                      Expiration          Loss          Credits           

                         1998           217,687           4,968
                         1999             8,275             498
                         2000            61,322           3,724
                         2001            20,035             -      
                         2002           127,905             -      
                         2003           115,412             -      
                         2004             8,006             -      
                         2005            49,540             -      
                         2006             7,698             -      
                                  $     615,880     $     9,190*     

  * subject to limitations

  The Company also has long-term capital loss carryover of $94,940.












                               F-14

                  WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
    February 28, 1997, February 29, 1996 and February 28, 1995

9.       RELATED PARTY TRANSACTIONS

  The Company is related to the following companies by common ownership and/or
  management:

         Manx Oil Corporation
         Manewal-Bradley Oil Company, Inc.
         Zephyr Exploration
         Econoservice, Inc.

  Lease operating expenses paid to Manx Oil Company were $206,621, to Manewal-
  Bradley Oil Company, Inc. were $4,067 and to Econoservice, Inc. were $13,911
  for the year ended February 28, 1997.  Amounts received from Manx Oil
  Corporation were $3,504 for lease operating expenses.  Oil and gas revenue
  received from Manx Oil Corporation were $245,254 and oil and gas revenue paid
  were $1,629.  The Company owed Manx Oil Corporation $57,466 at February 28,
  1997, $49,088 at February 29, 1996 and $14,818 at February 28, 1995.  Manx Oil
  Corporation owed the Company $47,815 at February 28, 1997 and $16,045 at
  February 29, 1996.

10.      MAJOR PURCHASERS

  Substantially all of the Company's accounts receivable at February 28, 1997
  and February 29, 1996 result from oil and gas sales to other companies in the
  oil and gas industry or joint industry billings to other interest holders. 
  This concentration of customers may impact the Company's overall credit risk,
  either positively or negatively, in that these entities may be similarly
  affected by industry - wide changes in economic or other conditions. 
  Such receivables are generally not collaterized.

  The following customers each contributed 10% or more of the revenues derived
  from oil and gas sales as follows:

                             February 28,      February 29,    February 28,
                                 1997              1996            1995      

   Eighty-Eight Oil         $ 162,606         $ 132,678       $ 165,570
   Texaco                   $  43,464         $  33,707       $  27,131
   JN Petroleum             $  92,509         $  59,620       $  54,744












                               F-15

                WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
    February 29, 1997, February 28, 1996 and February 28, 1995

12.      SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited)

  Capitalized Costs

  Capitalized costs relating to the Company's oil and gas producing activities
  as of February 28, 1997, February 29, 1996 and February 28, 1995 are as
  follows:
                                           1997         1996      1995         
  Proved properties                      $268,023    $298,142   $283,042
  Unproved properties                       4,842       4,842      4,842

                                         $272,865    $302,984   $287,884
 
  Support equipment                      $    570    $    570   $    570

  Accumulated depreciation and depletion $170,881    $153,697   $135,196


  Costs incurred in oil and gas property acquisition, exploration and
  development activities

  Costs incurred in oil and gas property acquisition, exploration and
  development activities, including capital expenditures, are summarized as
  follows for the years ended February 28, 1997, February 29, 1996 and February
  28, 1995 (all in the United States):
                                            1997        1996        1995

         Property acquisition costs:
                   Proved properties     $    -      $ 15,100     $ 2,436
                   Unproved properties   $    -      $   -        $   -      
                   Exploration costs     $     1     $  1,629     $   706
                   Development costs     $    -      $   -        $    -      

  Results of operations for oil and gas producing activities

  The results of operations for oil and gas producing activities, excluding
  capital expenditures and corporate overhead and interest costs, are as follows
  for the years ended February 28, 1997, February 29, 1996 and February 28, 1995
  (all in the United States):

                                           1997         1996        1995  
         Revenues                        $357,765   $266,227     $293,777
         Production costs                 272,681    251,419      250,316
         Exploration costs                      1      1,629          706
         Depreciation and depletion        17,184     18,501       10,467

                                         $ 67,899  $  (5,322)    $ 32,288



                              F-16

<PAGE>
                  WYOMING OIL AND MINERALS, INC.

                  Notes to Financial Statements
    February 28, 1997, February 29, 1996 and February 28, 1995

12.      SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited) (Continued)

  Oil and Gas Reserve Quantities

  The estimates of proved reserves and related valuations were determined both
  by management and by independent petroleum engineers. Estimates of proved
  reserves are inherently imprecise and are continually subject to revision
  based on production history, results of additional exploration and development
  and other factors.

  Proved reserves are reserves judged to be economically producible in future
  years from known reservoirs under existing economic and operating conditions;
  i.e., prices and costs as of the date the estimate is made and assuming
  continuation of current regulatory practice using conventional production
  methods and equipment.  Proved developed reserves are those expected to be
  recovered through existing wells with existing equipment and operating
  methods.

  Presented below is a summary of the changes in estimated proved reserves of
  the Company, all of which are located in the United States, for the years
  ended February 28, 1997 and February 29, 1996 and February 28, 1995:
                             1997                 1996             1995       
                        Oil       Gas      Oil        Gas      Oil      Gas
                      (bbls.)    (mcf)   (bbls.)     (mcf)   (bbls.)   (mcf)
Proved reserves:
  Beginning of year    163,378   86,884   69,093    99,916   128,216  489,108
  Improved Recovery -
         Water Flood   (63,384)     -     94,278       -        -        -    
  Revisions of previous
         estimates       4,989      -        826    (9,474)  (36,867)      89
  Purchase of minerals 
         in place         -         -     12,338       -        -        -   
  Production           (16,786)  (2,629) (13,157)   (3,558)  (15,970)  (5,081)
  Sales of minerals in 
         place            -         -        -         -      (6,286)(384,200)

 End of year            88,197   84,255  163,378    86,884    69,093   99,916

Proved developed reserves:
  Beginning of year    163,378   86,884   69,093    99,916   124,116  224,108
  End of year           88,197   84,255  163,378    86,884    69,093   99,916


  Standardized measure of discounted future net cash flows and changes therein
  relating to proved oil and gas reserves

  Statement of Financial Accounting Standards No. 69 prescribes guidelines for
  computing a standardized measure of future net cash flows and changes therein
  relating to estimated proved reserves.  The Company has followed those
  guidelines which are briefly discussed below.
                                
                                
                                
                              F-17

                    WYOMING OIL AND MINERALS, INC.

                     Notes to Financial Statements
      February 28, 1997, February 29, 1996 and February 28, 1995

12.      Supplementary Oil and Gas Information (Unaudited) (Continued)

  Oil and Gas Reserve Quantities (Continued)

  Future cash inflows and future production and development costs are determined
  by applying year-end prices and costs to the estimated quantities of oil and
  gas to be produced.  Estimated future income taxes are computed using year-end
  statutory income tax rates, including consideration for previously legislated
  future statutory depletion rates and investment tax credits.  The resulting
  future net cash flows are reduced to present value amounts by applying a 10% 
  annual discount factor.

  The assumptions used to compute the standardized measure are those prescribed
  by the Financial Accounting Standards Board and, as such, do not necessarily
  reflect the Company's expectations of actual revenues to be derived from those
  reserves or their present worth.  The limitations inherent in the reserve
  quantity estimation process, as discussed previously, are equally applicable
  to the standardized measure computations since these estimates are the basis
  for the valuation process.

  Presented below are the standardized measure of discounted future net cash
  flows and changes therein relating to proved reserves as of and for the years
  ended February 28, 1997 and February 29, 1996 and February 28, 1995.

                                     1997             1996            1995      
   Future cash inflows           $ 1,901,220      $ 2,922,401     $ 1,240,670
   Future production and
     development costs              (955,275)      (1,398,293)       (642,010)
   Future income tax expenses        (64,735)        (196,596)           -      
   Future net cash flows             881,210        1,327,512         598,660

   10% annual discount for
     estimated timing of cash flows (344,608)        (517,858)       (179,506)
   Standard measure of discounted
     future net cash flows       $   536,602      $   809,654     $   419,154



















                                 F-18
  
                   WYOMING OIL AND MINERALS, INC.

                     Notes to Financial Statements
      February 28, 1997, February 29, 1996 and February 28, 1995



12.  Supplementary Oil and Gas Information (Unaudited) (Continued)


  Oil and Gas Reserve Quantities (Continued)

  The following are the principal sources of changes in the standardized measure
  of discounted future net cash flows:


                                    February 28, February 29, February 28,
                                        1997         1996         1995    

  Sales and transfers of oil and gas 
   produced, net of production costs $ (85,084)  $ (14,808)   $ (43,461)
  Net changes in prices and production 
   costs                               414,851     (13,554)     469,084
  Improved Recovery - Water Flood     (515,701)    515,701         -      
  Revisions of previous quantities 
   estimates                            25,294      (4,119)    (175,213)
  Net change in purchases and sales 
   of minerals in place                   -            -       (600,886)
  Accretion of discount                 80,965      41,915       62,278
  Net changes in income taxes          131,861    (196,596)      51,327
  Other - mainly change in
   production costs                   (325,238)     61,961       33,249

   Net increase (decrease)            (273,052)    390,500     (203,622)

   Estimated standardized measures:
     Beginning of year                 809,654     419,154      622,776

     End of year                     $ 536,602    $809,654    $ 419,154















                                 F-19