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, 1996.

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM __________________TO _________________

Commission file number  ________


Boulder Capital Opportunities, Inc.
(Exact name of small business issuer as specified in its charter)

Colorado                              84-1341980
(State or other jurisdiction of     (I.R.S. Employer
incorporation or organization)        Identification No.)

  4750 Table Mesa Drive, Boulder, CO 80302
 (Address of principal executive offices)  (Zip Code)

 (303) 442-1021
(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since
last report)

Check whether the issuer (a) filed all reports required to be filed by
Section 13 or 15(d) of the 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
preceding five years

Check whether the registrant 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. 1,010,000 shares as of 
October 31, 1996

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


Form 10-QSB

<PAGE>
PART 1-FINANCIAL INFORMATION

ITEM 1.UNAUDITED FINANCIAL STATEMENTS

Financial statements for Boulder Capital Opportunities, Inc. as and for the
quarter ending October 31, 1996.

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

           (1).  OVERVIEW.
           The Company was originally incorporated on April 22, 1996, in the
State of Colorado as Boulder Capital Opportunities, Inc.  There are
1,010,000 shares outstanding after the issuance of 710,000 shares for
services to 4 people.  In addition, the Company sold 100,000 shares of
stock to the Company's sole officer and director for $.0025 per share, and
200,000 shares to 5 investors at $.03 per share.

           The Company was formed as a blind pool or blank check
company with the sole purpose of acquiring or merging with another
company.  In October, 1996, the Company's shareholders accepted an
earnest money deposit related to a contract for sale of a controlling
interest in the Company.  The potential change in control would occur in
conjunction with completion of a merger or acquisition transaction, but as
of the date of this report, the merger or acquisition candidate had not
been identified.

           (2).  LIQUIDITY AND CAPITAL RESOURCES.  As of October 31,
1996, the Company has total assets of $2,771.00.  As of October 31,
1996, the Company had current assets of $1,174.00 which was all cash. 
Shareholder equity at the end of the second quarter ending October 31,
1996, was $2,771.00.  The Company's total liabilities were $0.00 at the
end of the second quarter ending October 1, 1996.

           There is currently no market for the Company's common stock
and the Company does not anticipate there will be a market made until
it finds a merger or acquisition candidate.

           (3).  RESULT OF OPERATIONS.
           The Company lost $917.00 in the quarter ending October 31,
1996.  The Company was formed on April 22, 1996, and therefore there
are no comparable results for the prior years' quarter.  The Company has
had a cumulative loss since its inception on April 22, 1996 of $5,254.00. 
These losses were less than $.01 per share for the current quarter and
since inception.  They were anticipated as part of the start-up costs
associated with forming the Company.

           PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

           (c)  Exhibit 27 - Financial Data Schedule

           There have been no reports on Form 8-K for the quarter ending
October 31, 1996.


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 13, 1996

/s/ Robert Soehngen
______________________________________
Robert Soehngen, President, (Signature)
<PAGE>


                                          FINANCIAL STATEMENTS
                                      (A Development Stage Company)


                                   BOULDER CAPITAL OPPORTUNITIES, INC.







                                     Quarter Ended October 31, 1996
                                   BOULDER CAPITAL OPPORTUNITIES, INC.
                                      (A Development Stage Company)


Index to
Unaudited Financial Statements



Unaudited Financial Statements                     
Unaudited Statement of Operations                  
Unaudited Statement of Cash Flows                  
Notes to Unaudited Financial Statements

                                  BOULDER CAPITAL OPPORTUNITIES, INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                     UNAUDITED FINANCIAL STATEMENTS
                                     AS OF AND FOR THE QUARTER ENDED
                                            OCTOBER 31, 1996

                                               (UNAUDITED)

                                             _______________

The following financial statements include a balance sheet (unaudited) as
of October 31, 1996, and a statement of operations (unaudited) for the
quarter ended October 31, 1996, and for the period from inception (April
22, 1996) through October 31, 1996.<PAGE>

                                   BOULDER CAPITAL OPPORTUNITIES, INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                          FINANCIAL STATEMENTS
                                     AS OF AND FOR THE QUARTER ENDED
                                            OCTOBER 31, 1996

                                               (UNAUDITED)



<TABLE>

<CAPTION>

<S>                                        <C>
ASSETS

CURRENT ASSETS
Cash and cash
 equivalents                             1,174
Other current assets                         -
Subscriptions
 receivable                                  -

TOTAL CURRENT
  ASSETS                                 1,174

FURNITURE AND EQUIPMENT
 AT COST,
less accumulated 
depreciation                                 0


NET                                      1,174

OTHER ASSETS
Other Assets                             1,597

TOTAL OTHER 
 ASSETS                                  1,597
TOTAL ASSETS                             2,771

<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                        <C>

LIABILITIES
Accounts payable                             0
Accrued liabilities                          0
Notes and advances to
 stockholders and
 related parties                             0
Notes payable                                0
Accrued interest                             0
TOTAL CURRENT
 LIABILITIES                                 0

STOCKHOLDERS' EQUITY (NOTES 1 & 2)

Preferred Stock, no par value,
10,000,000 shares authorized and
0 shares issued and 
outstanding                                  0


Common Stock, no par value,
100,000,000 shares authorized,
1,010,000 shares issued and 
outstanding.                             8,025

Additional Paid in 
capital                                      0

Deficit accumulated
 during the
 development stage                     (5,254)

TOTAL STOCKHOLDERS'
 EQUITY                                  2,771

TOTAL LIABILITIES
 AND STOCKHOLDERS'
 EQUITY (DEFICIT)                        2,771

/TABLE
<PAGE>
                                   BOULDER CAPITAL OPPORTUNITIES, INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                         STATEMENT OF OPERATIONS
                                     AS OF AND FOR THE QUARTER ENDED
                                            OCTOBER 31, 1996

                                               (UNAUDITED)

                                             _______________

<TABLE>

<CAPTION>                                     Period from
                                   Quarter    Inception
                                   Ended      (4/22/96)
                                   10/31/96    thru 10/31/96
<S>                                 <C>             <C>

REVENUES                            0               0
Operating Revenue                   0               0
TOTAL REVENUES                      0               0

OPERATING COSTS
Legal and
 Professional                     827           2,572
General and
 Administrative                    90           2,682

TOTAL OPERATING
 COSTS                            917           5,254
LOSS FROM
 OPERATIONS                     (917)         (5,254)

OTHER INCOME
 (EXPENSE)
Interest expense, net               0               0
Other Income                        -               -
Other expense                       -               -

NET LOSS                        (917)         (5,254)
NET LOSS PER SHARE
(NOTE 1)                            *               *
WEIGHTED AVERAGE
COMMON 
SHARE                       1,010,000       1,010,000
/TABLE
<PAGE>
                                   BOULDER CAPITAL OPPORTUNITIES, INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                         STATEMENT OF CASH FLOWS
                                     AS OF AND FOR THE QUARTER ENDED
                                            OCTOBER 31, 1996

                                               (UNAUDITED)

                                             _______________

<TABLE>

<CAPTION>
                                                     Period from
                              Quarter                Inception
                                Ended                (4/22/96)
                             10/31/96                thru 10/31/96)
<S>                               <C>                <C>

CASH FLOWS FROM
 OPERATING 
 ACTIVITIES
Net Loss                        (917)         (5,254)
Adjustments to
 reconcile net loss
 to cash used in
 operating activities:
  Depreciation                     89             178
  Stock issued                      -               -
Changes in assets
 and liabilities                    -               -
Other current assets                -               -
Restricted cash                     -               -
Accounts payable                    -               -
Accrued liabilities                 -               -
Accrued interest                    -               -

NET CASH AND CASH
 EQUIVALENTS
 PROVIDED (USED)
 BY OPERATING
 ACTIVITIES                     (828)         (5,076)

CASH FLOWS FROM
 INVESTING 
 ACTIVITIES
Purchase of property
 and equipment                      0               0
Increase (decrease in
 notes payable)                     0               0
Other Investments                   -               --

NET CASH AND CASH
 EQUIVALENTS PROVIDED
 (USED) BY INVESTING
 ACTIVITIES                         0               0

CASH FLOWS FROM
FINANCING
 ACTIVITIES:
Issuance of common
 stock for cash                     0           6,250
Proceeds from notes
 payable                            0               0

NET CASH AND CASH
 EQUIVALENTS 
 PROVIDED (USED)
 BY FINANCING
 ACTIVITIES                         0           6,250

NET INCREASE
 (DECREASE) IN 
 CASH AND CASH 
 EQUIVALENTS                    (828)         (5,076)

CASH AND CASH
 EQUIVALENTS,
 BEGINNING OF
 PERIOD                       (2,002)               0

CASH AND CASH
 EQUIVALENTS,
 END OF YEAR                    1,174           1,174

/TABLE
<PAGE>
                        BOULDER CAPITAL OPPORTUNITIES, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                          AS OF AND FOR THE QUARTER ENDED
                                 OCTOBER 31, 1996

                                    (UNAUDITED)
                                  _______________



1.  ORGANIZATION AND BUSINESS

The Company was incorporated on April 22, 1996, in the
State of Colorado, as Boulder Capital Opportunities, Inc. 
The Company is in the development stage and its intent
is to operate a capital market access corporation and to
acquire one or more existing businesses through merger
or acquisition.

The Company has had no significant business activity to
date.

The Company has not commenced any commercial
operations.

The Company has no full time employees and owns no
real estate.

For purposes of filing its periodical reports, the Company
is currently using April 30 as its fiscal year end. 
However, the Company has not yet selected a fiscal year
end for tax accounting purposes, and as a result, it may
elect to change the fiscal year it is using for financial
reporting purposes.

At the present time, the Company has not reached any
agreement or definitive understanding with any person
concerning an acquisition.  In October, 1996, the
Company's shareholders accepted an earnest money
deposit related to a contract for sale of a controlling
interest in the Company.  The potential change in control
would occur in conjunction with completion of a merger
or acquisition transaction, but as of October 31, 1996,
and as of the date of this report, the merger or
acquisition candidate had not been identified.

2.  NET LOSS PER SHARE OF COMMON
STOCK/SHAREHOLDERS EQUITY

Net income (loss) per share is based on weighted
average number of shares of common stock outstanding.