U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                Form 10-QSB

(Mark One)
__X__ Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended October 31, 1997.

_____ Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period from
_________ to _________.

Commission File No:   0-28530

       BOULDER CAPITAL OPPORTUNITIES, INC.
     (Name of small business in its charter)

Colorado                                  84-1341980
(State or other                      (IRS Employer Id.  No.)
jurisdiction of Incorporation)

192 Searidge Court
Shell Beach, CA          93449
(Address of Principal Office)        Zip Code

Issuer's telephone number:    (805) 773-5350

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  __X__   No ____

Applicable only to issuers involved in bankruptcy proceedings during the
past five years:

Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____ 
No ____

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  At October 31, 1997,
the following shares of common were outstanding:  Common Stock, no
par value, 1,010,000 shares

Transitional Small Business Disclosure
Format (Check one):
Yes ____  No   X  


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


BOULDER CAPITAL OPPORTUNITIES, INC
(A Development Stage Company)

Quarter Ended October 31, 1997<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)


Index to Financial Statements


Balance Sheet
Statements of Loss and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements

<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
BALANCE SHEET
October 31, 1997
(Unaudited)

<TABLE>
<CAPTION>
<S>                             <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents         -
 Total current assets             -

NON-CURRENT ASSETS
Organizational costs (net)    1,244
 Total other assets           1,244

TOTAL ASSETS                  1,244

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable              4,954
 Total current liabilities    4,954

STOCKHOLDERS' EQUITY
Common stock, no par value
 100,000,000 shares authorized;
 1,010,000 shares issued and
 outstanding                  8,025
Preferred stock, no par value
 10,000,000 shares authorized;
 no shares issued and outstanding -

Deficit accumulated during the
 development stage         (11,735)

 Total stockholders' equity (3,710)

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                        1,244
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
Page 1 of 2
(UNAUDITED)

<TABLE>
<CAPTION>
         Period from
                     Inception For quarter ended October 31
                     (4/22/96)
                 to October 31, 19971997 1996
<S>              <C>            <C>       <C>

INCOME             -              -         -

EXPENSES
Amortization       -             88        88
Legal and
 professional 12,204          1,988       827

TOTAL EXPENSES12,735          2,076       917

NET LOSS    (12,735)        (2,076)     (917)

Balance, beginning of
 period            -       (10,659)   (1,836)

Balance, end of
 period        (12,735)    (12,735)   (2,753)

NET LOSS 
  PER SHARE   (.0106)         (.002)    (nil)

WEIGHTED AVERAGE
NUMBER OF SHARES
 OUTSTANDING1,010,000     1,010,000 1,010,000
</TABLE>

The accompanying notes are an integral part of the financial statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
Page 2 of 2
(UNAUDITED)

<TABLE>
<CAPTION>
               Six Months
                    ended
                 10/31/97

<S>                   <C>

INCOME                  -

EXPENSES
Amortization          176
Legal and
 professional       3,535

TOTAL EXPENSES      3,711

NET LOSS          (3,711)

Balance, beginning of
 period           (9,024)

Balance, end of
 period          (12,735)

NET LOSS 
  PER SHARE         (.0037)

WEIGHTED AVERAGE
NUMBER OF SHARES
 OUTSTANDING    1,010,000
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                       Period from
                    For the six months endedInception
                         October 31   (4/22/96) to
                     1997      1996       10/31/97
<S>                   <C>       <C>            <C>
Net cash used in
   operating activities(1,988)(3,074)     (11,204)

Net cash used in
   investing activities -         -              -

Net cash used in
   financing activities -     6,250          6,250

Net increase (decrease)
   in cash and cash
   equivalents      3,176   (1,988)        (4,954)

Cash and cash equivalents at
   beginning of period(2,002)(2,966)             0

Cash and cash equivalents at
   end of period    1,174   (4,954)        (4,954)
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 1997

NOTE 1.  Basis of Presentation

     The information included in the consolidated condensed financial
statements is unaudited, but includes all adjustments (consisting of
normal recurring items) which are, in the opinion of management,
necessary for a fair representation of the interim period presented.

NOTE 2.  Development Stage Company

     The Company was incorporated under the laws of the State of
Colorado on April 22, 1996.  The Company is an enterprise in the
development stage as defined by Statement No. 7 of the Financial
Accounting Standards Board and has not engaged in any business other
than organizational efforts.

NOTE 3.  Loss Per Common Share

     Loss per common share has been computed based upon the
weighted average number of shares of common stock outstanding during
each period.  In March, 1997, the Financial Accounting Standards Board
issued SFAS No. 128, Earnings Per Share.  SFAS No. 128 establishes
standards for computing and presenting earnings to per share and applies
to entities with publicly held common stock.  This statement is effective
for interim and annual periods ending after December 15, 1997, and
early adoption is not permitted.  The Company will adopt this statement
for its fiscal year ending April 30, 1998, and when adopted, the
statement will require restatement of prior years' earnings per share.

Note 4.  Related Party Transactions

At October 31, 1997, the Company owed $4,954 to a law firm, an
officer of which is a shareholder of the Company.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.

     The Company's plan of operations for the next twelve months is
to continue to seek to complete a merger or acquisition transaction with
a small or medium-sized enterprise which desires to become a public
corporation.  In selecting a potential merger or acquisition candidate, the
Company will consider many factors, including, but not limited to,
potential for growth and profitability, quality and experience of
management, capital requirements, and the ability of the Company to
qualify its shares for trading on NASDAQ or on an exchange.

     The types of business enterprises which it is believed might find
a business combination with the Company to be attractive include
acquisition candidates desiring to create a public market for their shares
in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, foreign
companies desiring to obtain access to U.S. customers and U.S. capital
markets, and acquisition candidates which plan to acquire additional
assets through issuance of securities rather than for cash, and believe that
the possibility of development of a public market for their securities will
be of assistance in that process.  Acquisition candidates which have a
need for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.

     The Company's balance sheet for the quarter ended October 31,
1997, reflects no current assets and current liabilities in the amount of
$4,954.  Accordingly, the Company will be required to raise additional
funds, or its shareholders will be required to advance funds in order to
pay its current liabilities and to satisfy the Company's cash requirements
for the next twelve months.
<PAGE>
Part II - OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)EXHIBIT 27 - Financial data schedule.

     (b)  There have been no reports on Form 8-K for the
quarter ending October 31, 1997.


                *****************

Signatures

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

BOULDER CAPITAL OPPORTUNITIES, INC.
(Registrant)

Date:December 17, 1997

Signature:  /s/_____________________________
          Mark DiSalvo, President