UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                     Washington D.C. 20549

                          Form 10-QSB

         QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
         OF THE SECURITIES AND EXCHANGE ACT OF 1934 
        FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                       BUSINESS ISSUERS

                Commission File Number 0-20915
                ------------------------------

                      GEO PETROLEUM, INC.
                      -------------------
        (Name of Small Business Issuer in its charter)
                         
       California                     33-0328958
       ----------                     ----------
    (State or other               (I.R.S. Employer 
    jurisdiction of               Identification No.) 
    incorporation or 
     organization)

             25660 Crenshaw Boulevard, Suite 201
             -----------------------------------
          Torrance, California                    90505
  ---------------------------------------------------------
   (Address of principal executive offices)     (Zip Code)

           Issuer's telephone number    (310) 539-8191
                                        --------------

Check whether the issuer (1) 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 reports), and (2) has been subject to such 
filing requirements for the past 90 days.

Yes  X   No
    ----

The issuer became a reporting company when its Form 10-SB 
registration statement was cleared on August 12, 1996.

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

   Class                          Outstanding at March 31, 1997
   -----                          -----------------------------
Common stock, no par value                   7,600,533

<PAGE>
PART 1  FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                       Geo Petroleum, Inc.
               Unaudited Condensed Balance Sheet


                                        March 31      December 31
                                          1997           1996
                                      ------------   ------------
<S>                                   <C>            <C>
Assets
Current assets:
   Cash and cash equivalents          $ 1,088,924    $ 2,228,826
   Accounts receivable:
    Accrued oil and gas revenues          264,858        151,586
    Joint interest and other              387,024        419,361
   Prepaid expenses and other              76,045         52,876
                                      ------------   ------------
Total current assets                    1,816,851      2,852,649


Property and equipment:
   Oil and gas properties               5,413,457      4,927,176
   Office furniture and equipment         110,777         51,989
   Financing and restructuring            111,033              -
                                      ------------   ------------
                                        5,635,268      4,979,165
   Accumulated depletion and
    depreciation                       (1,120,954)    (1,098,805)
                                      ------------   ------------
                                        4,514,314      3,880,360

Total assets                          $ 6,331,164    $ 6,733,009
                                      ============   ============
</TABLE>
















<PAGE>
<TABLE>
<CAPTION>
                       Geo Petroleum, Inc.
               Unaudited Condensed Balance Sheet

                                        March 31      December 31
                                          1997           1996
                                      ------------   ------------
<S>                                   <C>            <C>
Liabilities and shareholders' equity
Current liabilities:
   Accounts payable:
    Accrued royalties                 $   342,023    $   431,388
    Trade and other                       204,011        396,110
   Dividends payable                            -         14,104
     Accrued expenses                      86,084        119,643
     Current portion of notes payable     160,000        325,022
                                      ------------   ------------
Total current liabilities                 792,117      1,286,267

Long term portion of notes payable        545,000        530,000

Redeemable convertible preferred stock
   $1,000 par value; authorized
    100,000 shares; issued and
    outstanding no shares at
    March 31, 1997                             -         101,289

Stockholders' equity
   Common stock, no par value;
    authorized 50,000,000 shares;
    issued and outstanding
    7,600,533 at March 31, 1997         6,784,227      6,615,634
   Accumulated deficit                 (1,790,180)    (1,800,181)
                                      ------------   ------------
Total stockholders' equity              4,994,047      4,815,453
                                      ------------   ------------
Total liabilities and
 stockholders' equity                 $ 6,331,164    $ 6,733,009
                                      ============   ============
</TABLE>













<PAGE>
<TABLE>
<CAPTION>

                       Geo Petroleum, Inc.
           Unaudited Condensed Statements of Operations


                                          Three Months Ended
                                               March 31,
                                               ---------
                                         1997             1996
                                      ------------   ------------
<S>                                   <C>            <C>
Revenues:
   Oil and gas sales                  $   241,203    $   226,813
   Other revenue                          106,992         81,631
   Interest income                         17,664          1,618
                                      ------------   ------------
                                          365,859        310,061

Expenses:
   Lease operating expenses               150,751        253,398
   Depletion and depreciation              22,149         22,149
   General and administrative             145,811         45,151
   Interest expense                        22,846         70,158
                                      ------------   ------------
Income (loss) before income taxes          24,302        (80,795)
Provision for income taxes                      -              -
                                      ------------   ------------
Net income (loss)                          24,302        (80,795)
Less preferred stock dividends                  -        (18,920)
                                      ------------   ------------
Net income (loss) applicable to 
 common stock                         $    24,302    $   (99,715)
                                      ============   ============

Net income (loss) per share of 
 common stock                         $      0.00    $     (0.02)
                                      ============   ============
</TABLE>












<PAGE>
<TABLE>
<CAPTION>
                       Geo Petroleum, Inc.
          Unaudited Condensed Statements of Cash Flows

                                          Three Months Ended
                                               March 31,
                                               ---------
                                         1997             1996
                                      ------------   ------------
<S>                                   <C>            <C>
Operating activities
Net income (loss)                     $    24,302    $   (80,795)
Adjustments to reconcile net 
 income (loss) to net cash
Provided by (used in) operating
 activities:
    Depletion and depreciation             22,149         22,149
    Amortization of deferred 
     loan costs                                 -         16,890
    Payment in common stock 
     for services                               -         24,040
    Changes in operating assets 
     and liabilities:
       Accounts receivable               (379,260)       (48,324)
       Prepaid expenses and other         (66,632)         3,963
       Accounts payable                  (213,339)        29,033
       Accrued expenses                    10,425          7,035
                                      ------------   ------------
Net cash provided by (used in) 
 operating activities                    (602,355)       (26,009)


Investing activities
Acquisition of Drake
 Investment Corp.                               -              -
Additions to property and equipment      (472,397)       (76,685)
Sale of property                                -         36,000
                                      ------------   ------------
Net cash used in investing activities    (472,397)       (40,685)
</TABLE>












<PAGE>
<TABLE>
<CAPTION>
                       Geo Petroleum, Inc.
          Unaudited Condensed Statements of Cash Flows
                           (CONTINUED)
  

                                        Three Months Ended
                                               March 31,
                                               ---------
                                         1997             1996
                                      ------------   ------------
<S>                                   <C>            <C>
Financing activities
Proceeds from notes payable                15,000         80,406
Payments on notes payable                (165,022)             -
Payments in common stock for interest      31,672              -
Bank overdraft                                 -               -
Common stock sold in private 
 placements                               168,593              -
Preferred stock sold                            -         68,795
Dividends paid                            (14,104)       (18,920)
Preferred stock redeemed                 (101,289)             -
                                      ------------   ------------
Net cash provided by financing
 activities                               (65,150)       130,281
                                      ------------   ------------
Net increase (decrease) in cash and 
 cash equivalents                      (1,139,902)        63,587


Cash and cash equivalents at 
 beginning of period                    2,228,826        100,565
                                      -----------    ------------
Cash and cash equivalents at 
 end of period                        $ 1,088,924    $   164,152
                                      ============   ============


Supplemental disclosure of cash 
 flow information:
Cash paid during the period for 
 interest                             $    22,846    $    70,158
                                      ============   ============
Cash paid during the period for 
 income taxes                         $         -    $         -
                                      ============   ============
</TABLE>





<PAGE>

                       Geo Petroleum, Inc.
                    Statements of Cash Flows

March 31, 1997 Supplemental disclosure of non-cash investing and 
financing activities:

Dividends on the Company's redeemable convertible preferred 
stock, amounting to $14,104, were accrued at December 31, 1996.  
No dividends were declared during the quarter ended March 31, 
1997.  During the three month period ended March 31, 1997, $9,068 
of the accrued dividends were converted into 3,627 shares of the 
Company's common stock, and 1,814 warrants to purchase a share of 
the Company's common stock at $3.00 per share which expire at 
various dates during 2000.

Current portion of notes payable at December 31, 1996 was 
$325,022.  During the three month period ended March 31, 1997, 
$145,841 of the notes payable were converted into 58,336 shares 
of the Company's common stock, and 29,168 warrants to purchase a 
share of the Company's common stock at $3.00 per share which 
expire at various dates during 2000.































<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

Basis of Presentation

The accompanying unaudited financial statements have been 
prepared in accordance with Item 310 of Regulation S-B and do not 
include all of the information and footnotes required by 
generally accepted accounting principles for complete financial 
statements.  In the opinion of management, all adjustments 
(consisting of normal recurring adjustments) considered necessary 
for a fair presentation have been included.  These statements 
should be read in conjunction with the financial statements and 
notes thereto included in Form 10-KSB filed April 11, 1997, which 
is available without cost from Geo Petroleum, Inc. upon request.

1.  Organization and Summary of Significant Accounting Policies

Organization

Geo Petroleum, Inc. (the "Company") is an oil and gas production 
company founded in 1986 and incorporated in the state of 
California. The Company engages in the development, production 
and management of oil and gas properties located in California.

Common Stock Split

On April 30, 1996, the Company's common stock was split at a rate 
of 2.5505-for-1 in accordance with a resolution of the Company's 
Board of Directors. All references to the number of common stock 
shares contained in these financial statements have been adjusted 
to reflect the stock split.

Cash and Cash Equivalents

Cash equivalents include certificates of deposit with original 
maturity dates of less than three months. The Company maintains a 
$100,000 certificate of deposit for state of California 
authorization purposes to perform oil and gas well recompletions. 
These funds are subject to certain withdrawal restrictions until 
completion of the work.  Additionally, the Company maintains a 
$50,000 cash bond with the City of Los Angeles, and a $10,000 
cash bond with the County of Ventura.

Investment in Partnership

Included in oil and gas properties is an investment in a general 
partnership that was created in 1991 to produce oil at a well 
located on one of the Company's oil and gas properties. The 
Company is the managing partner in this general partnership, and 
this investment is accounted for under the pro rata consolidation 
method.
<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

1.     Organization and Summary of Significant Accounting
       Policies (Continued)

Property and Equipment

The Company follows the full cost method of accounting for oil 
and gas properties. Accordingly, all costs associated with the 
acquisition, exploration and development of oil and gas reserves 
are capitalized as incurred. The costs of oil and gas properties 
are accumulated in a cost center and are subject to a cost center 
ceiling which such costs do not exceed. The Company has not 
capitalized any of its internal costs in oil and gas properties.

All capitalized costs of oil and gas properties, including the 
estimated future costs to develop proved reserves, are depleted 
over the estimated useful lives of the properties by application 
of the unit-of-production method using only proved oil and gas 
reserves, excluding future estimated costs and related proved 
undeveloped oil reserves at the Vaca Oil Sands property, which 
relate to a major development project involving an enhanced 
recovery process as more fully discussed additionally in Note 11 
of the financial statements and notes thereto included in Form 
10-KSB filed April 11, 1997.  The evaluations of the oil and gas 
reserves were prepared by Sherwin D. Yoelin, a petroleum 
engineer.

Substantially all additions to oil and gas properties in the 
quarter ended March 31, 1997 relate to recompletions of existing 
producing or previously producing wells.  During 1996, the 
Company received $166,000 from the sale of certain oil and gas 
interests which were credited to property and equipment.

The Company's oil and gas producing properties are estimated by 
the Company's independent petroleum engineer to have remaining 
producing lives in excess of 17 years. The Company's policy for 
accruing site restoration and environmental exit costs related to 
its oil and gas production is that such costs are accounted for 
in the Company's calculation of depletion expense.

Depreciation of office equipment and furniture is computed using 
the straight-line method, with depreciation rates based upon 
their estimated useful lives, which range between five and seven 
years. Depreciation expense was $22,149 for the quarter ended 
March 31, 1997.





<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

1.     Organization and Summary of Significant Accounting
       Policies (Continued)

Revenue

Revenue from oil and gas sales is recognized upon delivery of the 
oil and gas to the Company's customer. Such revenue is recorded 
net of royalties and certain other costs that the Company incurs 
to bring the oil and gas into salable condition.

The Company had one significant customer in the quarter ended 
March 31, 1997 which comprised approximately 82% and 53% of gross 
oil and gas sales, respectively.

Other Revenue

Included in other revenue for the quarter ended March 31, 1997 is 
$15,000 received from the settlement of a lawsuit against a 
contractor for damages incurred while performing services on one 
of the Company's oil and gas properties.

Earnings (Loss) Per Common Share

Net income (loss) per common share is based upon average number 
of outstanding common shares, adjusted for the stock split 
described above, during the quarter ended March 31, 1997 
(7,600,533 shares). Such calculations for the quarter ended March 
31, 1997 do not assume any exercise of outstanding warrants into 
common stock because such assumptions are anti-dilutive.

Use of Estimates in the Preparation of Financial Statements

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 disclosures 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.










<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

2.  Acquisition of Drake Investment Corp.

On April 9, 1996, the Company acquired all of the outstanding 
common stock of Drake Investment Corp. ("Drake") in exchange for 
497,546 shares of the Company's common stock. The primary purpose 
of the acquisition was to expand the base of the Company's 
stockholders. Drake's net assets were comprised primarily of cash 
and cash equivalents. This transaction was accounted for as a 
purchase in accordance with Accounting Principles Bulletin 
No. 16, "Business Combinations," and the transaction was recorded 
at the fair value, $20,000, of the assets received for the 
Company's common stock.

3.  Farm-Out of Vaca Oil Sands Property

On December 23, 1996, the Company entered into an agreement with 
Saba Petroleum, Inc. ("Saba") to farm-out two-thirds (2/3) of the 
Company's rights and interests in the Vaca Oil Sands property in 
exchange for Saba to expend a minimum of $10,000,000 in operating 
and developing the property over a two year period from the date 
of the agreement. Saba has the right to receive all revenues from 
the wells it has drilled until its costs are recouped.  After the 
$10,000,000 expenditure is made, the Company shall participate as 
to its one-third (1/3) interest in the property.

If Saba does not expend the agreed sum of $10,000,000 within the 
two year term or ceases operations at the property for a period 
of 90 days after assuming operations, Saba shall re-assign all 
interests in the property to the Company except for any property 
interests acquired by Saba and spacing units, as defined in the 
agreement, around each well Saba wishes to retain.

The agreement calls for Saba to attempt to acquire certain other 
interests in the property not previously acquired by the Company. 
The Company has the option to participate as to a one-third (1/3) 
interest in such acquisitions by reimbursing Saba for one-third 
(1/3) of its acquisition cost.












<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

4.  Notes Payable

Notes payable consisted of the following:
<TABLE>
<CAPTION>
                                                March 31,
                                                  1997
                                                ---------
<S>                                             <C>
Note payable to bank                            $   705,000
Notes payable to investors                               -
                                                -----------
                                                    705,000
Less current portion                               (160,000)
                                                ------------
Total long-term debt                            $   545,000
                                                ============
</TABLE>

Note Payable to Bank

The note payable to bank bears interest at prime plus 2.0%. At 
March 31, 1997 the prime rate was 8.25%.  Interest payments are 
due monthly. During 1996 and 1995, the bank extended the maturity 
of the note several times. On October 11, 1996, retroactive to 
June 15, 1996, the bank amended certain terms and extended the 
maturity date of the note from June 15, 1996 to January 1, 1998, 
including a $750,000 principal payment due January 15, 1997 and 
subsequent principal payments in the amount of $20,000 per month 
due on the 15th of each month beginning April 15, 1997. On 
December 13, 1996, the Company made the principal payment of 
$750,000. As of December 31, 1996, the Company was in compliance 
with all loan covenants.

In 1990, the Company issued 273,669 shares of common stock, an 
option to purchase 180,660 additional shares of common stock at 
$2.35 per share and a recorded deed of trust on 20% of the 
Company's interest in its Vaca Oil Sands property to certain 
parties in exchange for those parties providing the collateral, 
35,000 shares of Union Pacific Corp. common stock, for the 
Company's note payable to a bank. The consideration issued was 
valued at $300,000, its estimated fair market value, and was 
amortized as additional loan costs over five years. The 35,000 
shares of Union Pacific Corp. common stock is held in a trust and 
had an approximate value of $1,986,250 at March 31, 1997. In the 
event of default on the bank note payable, the parties providing 
the collateral may take steps to recover from the Company the 
value of any collateral taken by the bank.  During 1996, in 
connection with the extension of the maturity date of the bank 
<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

4.  Notes Payable (Continued)

Note Payable to Bank (Continued)

note payable to January 1, 1998, the collateral agreement was 
extended to January 1, 1998. As compensation for this extension, 
the Company issued 51,040 shares of the Company's common stock to 
the owners of the collateral. The parties agreed that the stock 
issued had a value of $53,592 or $1.05 per share.

Current portion of notes payable at December 31, 1996 was 
$325,022.  During the three month period ended March 31, 1997, 
$145,841 of the notes payable were converted into 58,336 shares 
of the Company's common stock, and 29,168 warrants to purchase a 
share of the Company's common stock at $3.00 per share which 
expire at various dates during 2000.

5.  Related Party Transactions

The Company has entered into agreements with another entity to 
sell gas and offer waste disposal services at certain locations. 
The principal officer/shareholder of the Company is also the 
principal officer/shareholder of the other entity. Total revenue 
to the Company from these agreements was $73,237 for the quarter 
ended March 31, 1997. At March 31, 1997, the Company had a net 
receivable balance of $299,282, from the other entity.

The Company's principal officer/shareholder previously held a net 
profit interest of 25% in the East Los Angeles and Vaca Oil Sands 
oil and gas properties. In 1994, the Company acquired the 25% net 
profit interest in the East Los Angeles property and 20% of the 
net profit interest in the Vaca Oil Sands property from the 
principal officer/shareholder. In exchange for these interests, 
the Company issued 1,148,054 shares of common stock valued at 
$103,421, which was the approximate cost of the properties to the 
principal officer/shareholder. At the date of the acquisition in 
1994, the principal officer/shareholder owed the Company $31,516, 
which amount was forgiven as part of the purchase consideration.

In 1987, the Company acquired certain interests in oil and gas 
properties from its principal officer/shareholder in exchange for 
2,125,587 shares of the Company's common stock valued at 
$781,400, which was the approximate cost of the properties to the 
principal officer/shareholder.

At December 31, 1995, the Company had notes payable to relatives 
of the principal officer/shareholder totaling $53,563. No such 
amounts were payable at March 31, 1997.

<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

5.  Related Party Transactions (Continued)

In December 1995, notes payable by the Company to a relative of 
the principal officer/shareholder totaling $30,000 were converted 
into 30.0 shares of the Company's redeemable convertible 
preferred stock aggregating $30,000 (see Note 6).

During 1996, notes payable by the Company to a relative of the 
principal officer/shareholder totaling $46,250 were converted 
into 46.25 shares of the Company's redeemable convertible 
preferred stock aggregating $46,250 (see Note 6).

During 1996, notes payable by the Company to a relative of the 
principal officer/shareholder totaling $121,850 were converted 
into 48,740 shares of the Company's common stock aggregating 
$121,850 (see Note 7). Additionally, 24,370 warrants were issued 
to purchase a share of the Company's common stock at $3.00 per 
share, which expire at various dates during 1999.

6. Redeemable Convertible Preferred Stock

During 1994, the Company authorized 100,000 shares of preferred 
stock with a par value of $1,000 per share. The series of 
preferred stock issued, carrying an annual dividend of 30%, was 
callable by the Company at par at any time on notice to the 
holder. If the Company had not called the preferred stock for 
redemption by January 1, 1997, the holder could require the 
Company to redeem the preferred stock (see Note 10). As 
originally issued, the preferred stock was convertible into 
common stock, at the option of the holder, at a price equal to 
80% of the price at which the common stock may be sold in an 
initial public offering of the common stock of the Company. 
During the year ended December 31, 1996, the Company and the 
holders of the preferred stock agreed that each share of the 
preferred stock could be converted into 400 shares of the 
Company's common stock and 200 warrants to purchase a share of 
the Company's common stock at $3.00 per share which expire at 
various dates during 1999.

In December 1995, the Company issued 48.0 shares of its 
redeemable convertible preferred stock to three investors for 
cash totaling $48,000. Additionally, the Company issued 
2.4 shares to an individual as a finders fee payment for services 
performed in 1995.

Also during December 1995, 17 holders of notes payable totaling 
$454,750 converted such notes into 454.75 shares of the Company's 
redeemable convertible preferred stock.

<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

6. Redeemable Convertible Preferred Stock (Continued)

In January 1996, the Company issued 23.5 shares of its redeemable 
convertible preferred stock to two investors for cash totaling 
$23,500.

During 1996, three holders of notes payable totaling $66,250 
converted such notes into 66.25 shares of the Company's 
redeemable convertible preferred stock.

During 1996, 347.69 shares of the Company's redeemable 
convertible preferred stock totaling $347,668 were converted into 
139,067 shares of the Company's common stock and 69,534 warrants 
to purchase a share of the Company's common stock at $3.00 per 
share which expire at various dates during 1999.

During 1996, accrued dividends on the Company's redeemable 
convertible preferred stock totaling $44,204 were converted into 
17,682 shares of the Company's common stock and 8,841 warrants to 
purchase a share of the Company's common stock at $3.00 per share 
which expire at various dates during 1999.

Dividends on the Company's redeemable convertible preferred 
stock, amounting to $14,104, were accrued at December 31, 1996.  
No dividends were declared during the quarter ended March 31, 
1997.  During the three month period ended March 31, 1997, $9,068 
of the accrued dividends were converted into 3,627 shares of the 
Company's common stock, and 1,814 warrants to purchase a share of 
the Company's common stock at $3.00 per share which expire at 
various dates during 2000.

The Company believes that the fair value of its issued redeemable 
convertible preferred stock, at its date of issuance, 
approximates its carrying value in the Company's balance sheets. 
This is based upon the sales of shares of the preferred stock at 
par value for an equivalent amount of cash in December 1995 and 
during 1996, to unrelated parties in arm's length transactions.

7.  Common Stock

During 1996, the Company's Articles of Incorporation were amended 
to provide for an authorized capital of fifty million shares of 
common stock. 






<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

7.  Common Stock (Continued)

In December 1996, the Company sold 522,000 shares of the 
Company's common stock with 522,000 warrants to purchase a share 
of the Company's common stock at $3.00 per share, which expire at 
various dates during 1999, at a price of $2.50 per share for cash 
totaling $1,305,000, before related commissions, costs and 
expenses of $187,301.

On December 31, 1996, the Company sold 1,750,000 shares of the 
Company's common stock to private parties at a price of $1.50 per 
share for cash totaling $2,625,000 (see Note 3), before related 
costs and expenses of $63,159. The Company also sold 300,000 
warrants at a price of $15,000, in connection with services 
provided to the Company related to the sale of the stock. Each 
warrant provides for the purchase of a share of the Company's 
common stock at $3.00 per share and expires on December 31, 1999.

At December 31, 1996, an aggregate of 957,946 warrants to 
purchase a share of the Company's common stock at $3.00 per share 
which expire at various dates during 1999 were outstanding.

At March 31, 1997, an aggregate of 997,961 warrants to purchase a 
share of the Company's common stock at $3.00 per share which 
expire at various dates during 1999 and 2000 were outstanding.

8.  Income Taxes

Deferred income taxes result from temporary differences in the 
recognition of revenues and expenses for financial accounting and 
tax reporting purposes. Net deferred income taxes were composed 
of the following:
<TABLE>
<CAPTION>
                                                March 31,
                                                  1997
                                                ---------
<S>                                             <C>
Deferred income tax asset - operating 
 loss carryforwards                             $ 1,700,000
Deferred income tax liability - differences 
 between book and tax basis of property          (1,120,000)
Valuation allowance                                (580,000)
                                                ------------
NET DEFERRED INCOME TAXES                       $         -
                                                ============
</TABLE>


<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997


8.  Income Taxes (Continued)

As of March 31, 1997, the Company had estimated net operating 
loss carryforwards available in future periods to reduce income 
taxes that may be payable at those dates. For federal income tax 
purposes, net operating loss carryforwards amounted to 
approximately $4,290,000 for the quarter ended March 31, 1997, 
and expire during the years 2001 through 2009. For state income 
tax purposes, net operating loss carryforwards amounted to 
approximately $2,680,000 for the quarter ended March 31, 1997 and 
expire during the years 2004 through 2010. Due to the "change in 
ownership" provisions of the Tax Reform Act of 1986, utilization 
of the Company's net operating loss carryforwards may be subject 
to a substantial limitation if a greater than 50% ownership 
change, as defined, occurs subsequent to the incurrence of the 
losses. The Company is delinquent in filing its 1994 and 1995 
income tax returns.

9. Commitments

Total rental expense incurred under all lease agreements was 
$8,161 for the quarter ended March 31, 1997.  At March 31, 1997, 
all of the Company's leases were on a month-to-month basis.

10. Events Subsequent to March 31, 1997

None.





















<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

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

The following discussion and analysis for the two quarters ended 
March 31, 1997, and March 31, 1996, are to be read in combination 
with the Financial Statements presented elsewhere herein.

Results of Operations

First quarter 1997 compared with first quarter 1996

During the quarter ended March 31, 1997, Geo had a net income of 
$24,302 and cash used in operations of $602,355, compared to net 
loss of $80,795 and cash used in operations of $26,009 for the 
comparable 1996 period.  Oil and gas revenues increased to 
$241,203 for the 1997 period, compared to $226,813 for the 1996 
period.  This was attributable to an increase in the number of 
wells on production in the Rosecrans and East Los Angeles/Bandini 
Fields as a result of increased capital expenditures and an 
extensive rework and recompletion program.  Average oil prices 
increased to $22.05 per barrel in the 1997 period, compared to 
$18.13 per barrel in the comparable 1996 period, while gas prices 
increased from $1.66 to $3.04 per mcf.

Lease operating expenses for the first quarter of 1997 decreased 
to $150,751, as compared to $253,398 in the comparable 1996 
period, a 41% decrease, reflecting an increase in operating 
efficiencies due to new and re-manufactured equipment 
installations, as well as increased preventive maintenance.  
Average production costs per barrel of oil and equivalents 
decreased to $11.18 in the 1997 period from $16.44 in the 1996 
period.  This was the result of an increase in operating 
efficiencies due to new and re-manufactured equipment 
installations, as well as increased preventive maintenance.

General and administrative expenses for the 1997 first quarter 
were $145,811, as compared to $45,151 for the 1996 period, an 
increase of 223%.  The increase was largely due to increased 
legal and accounting costs associated with the reporting 
requirements of a public company, increased public and investor 
relations costs, and increased executive compensation, primarily 
to Gerald T. Raydon, who in December 1996 began drawing a regular 
salary for the first time since inception of the Company.






<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

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

Results of Operations
First quarter 1997 compared with first quarter 1996 (Continued)

Interest expense for the 1997 quarter was $22,846, as compared to 
$70,158 for the comparable 1996 period, a decrease of 67%.  This 
decrease was due primarily to the $750,000 decrease in note 
payable to bank principal and the resultant drop in interest 
payments.  Additionally, Geo either paid down or converted into 
common stock all of its notes payable to investors, thereby 
eliminating the attendant interest payments.

The Company's provision for depletion and depreciation remained 
constant at $22,149 for the first quarter of 1997, as compared to 
$22,149 for the 1996 period.

Capital Resources and Liquidity

Financial Position

At March 31, 1997, the Company had a working capital surplus of 
$1,024,734, $541,648 less as compared to a working capital 
surplus of $1,566,382 at December 31, 1996. The Company's 
$690,000 bank loan is due January 1, 1998.

The net cash flow from the properties of the Company has been 
sufficient to fund its costs of operations and its debt servicing 
requirements.

The Company's primary sources of liquidity and capital resources 
in the near term will consist of working capital derived from its 
oil and gas production and industrial waste disposal operations, 
augmented by any such funds as may be derived from the sale of 
equity in the Company and of participating interests in its 
operations.  The Company's net revenues from oil and gas sales in 
excess of production and operating expenses during the first 
quarter of 1997 and 1996 were $90,452 and $(26,585), 
respectively.  This increase is primarily attributable to the 
drop in lease operating expenses in the first quarter 1997 which 
was previously discussed.







<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

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

Capital Resources and Liquidity
Financial Position (Continued)

Cash used in operations for the quarter ended March 31, 1997, was 
$602,355 compared to cash used in operations of $26,009 for the 
period ended March 31, 1996.  This increase in cash used in 
operations of $576,346 is primarily a result of decreased 
accounts receivable and accounts payable, due to increased 
collection of revenues from customers and increased payment of 
debt to vendors.

Recurring sources of Other Revenue consist of sales of interests 
in future net profits, miscellaneous income, and waste disposal 
fees.  Other sources include proceeds from the settlement of 
legal actions, and gains on sales of assets.

Other Revenues for the three-month periods ended March 31, 1997 
and March 31, 1996 are itemized as follows:

<TABLE>
<CAPTION>
                                          Three Months Ended
                                                March 31,
                                         1997             1996
                                      ------------   ------------
<S>                                   <C>            <C>
Other revenue
   Net Profits Interests              $    22,000    $    20,700
   Miscellaneous Income                     6,473          9,064
   Waste Disposal                          63,520         15,866
   Legal Settlement                        15,000              -
   Gain on Sale of Assets                       -         36,000
                                      ------------   ------------
TOTAL                                 $   106,992    $    81,631
                                      ============   ============
</TABLE>










<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

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

Capital Resources and Liquidity
Financial Position (Continued)


The reasons for the increase in Other Revenues from the three 
months ended March 31, 1997 to the comparable 1996 period are as 
follows:

a)     Net Profits Interests:  1997 sales of these interests 
       were higher than 1996 sales.
b)     Miscellaneous Income:  Represents primarily management 
       fees and royalties earned by the Company which were 
       higher in 1996 than in 1997 due to higher production 
       rates of gas.
c)     Waste Disposal:  1997 volumes of wastewater received 
       were higher than in 1996.  Additionally, in 1997 the 
       Company obtained regulatory approval to dispose of tank 
       bottoms and other produced fluids associated with the 
       production of oil and gas.  The disposal of these 
       substances contributed significantly to waste disposal 
       revenues in 1997.  No such revenue existed in the 
       comparable 1996 period.
d)     Legal Settlement:  In 1997, Geo received $15,000 from 
       the settlement of a lawsuit against a contractor for 
       damages incurred while performing services on one of 
       the Company's oil and gas properties.  Geo did not 
       receive any such income in the 1996 three-month period.
e)     Gain on Sale of Assets:  Geo completed the sale of part 
       of its Cree lease to another independent operator in 1996.
       Geo did not receive any such income in 1997.

Sources of Capital Resources

The status of the Company's bank loan is discussed above in this 
Item.

The Company's cash used in investing activities, primarily 
additions to its oil and gas properties, net of any sales or 
disposals, was $472,937 in the first quarter of 1997 and $40,685 
for the comparable 1996 period.

Inflation

In recent years inflation has not had a significant impact on the 
Company, its operations or financial condition.

<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997

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

Trends

Since the Company completed its equity offerings, the Company 
anticipates that it will be able to increase its revenues by 
investing a portion of the proceeds in remedial and recompletion 
operations, development and exploratory drilling and planned 
acquisitions.  As a result of an increase in activities, the 
Company anticipates that its general and administrative expenses 
will measurably increase, since the Company is contemplating 
hiring additional personnel, expanding its administrative offices 
and increasing compensation to its existing staff, including its 
president.

Legislation has been enacted which permits the export of Alaskan 
North Slope crude oil, primarily to the Far East.  Previously, 
large quantities of such crude were shipped to California for 
refining and sale, which depressed prices paid for crude oil 
produced in California.  The major producer of Alaskan oil began 
delivery of a large portion of its oil production from Alaska to 
the Far East in 1996.  As the predicted reduction of Alaskan 
supplies to the West Coast has occurred, it has had a positive 
effect upon the price paid for California crude oil.  

During the first three months of 1997, crude oil prices have 
increased by an average of $3.92 per barrel over prices in 1996.  
Geo anticipates that there will be a gradual strengthening in the 
prices for both its oil and gas production, but that periods of 
unstable pricing may occur.  The Company will be subject to 
variations in cash flow depending upon changes in prices paid for 
oil and gas.  Based upon historical swings in prices, the Company 
does not envision a situation where reductions in prices will 
create an operating loss from its properties at the field level.  
Severe drops in prices would, however, strain the Company's 
ability to conduct remedial work using its revenues.












<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         March 31, 1997



PART II.  Other Information.

The Company hereby incorporates by reference its discussion in 
Form 10-SB, Part I, Item 1, Description of Business of the 
Agreement to Merger dated December 20, 1995, between it and Drake 
Investment Corporation. 

The Company hereby incorporates by reference the financial 
statements and notes thereto included in Form 10-KSB filed April 
11, 1997.

Geo's Articles of Incorporation were amended December 5, 1995, 
authorizing an increase in the number of preferred shares to 
100,000 and the common shares to 50,000,000, and the split of 
each outstanding common share into 2.5505 shares.

The Boards of Directors and Shareholders of both companies 
approved the merger on April 9, 1996, which was the effective 
date of the merger.  The merger was authorized by a Permit issued 
by the Department of Corporations, State of California.  The 
merger had no significant or appreciable effect on the Company, 
its operations, or financial condition.

Pursuant to the requirements of the Securities Exchange Act of 
1934, Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.


                               GEO PETROLEUM, INC.
                                  (Registrant)
<TABLE>
<S>                            <C>
May 14, 1997


                                   GERALD T. RAYDON
                                   ---------------------------
                               By  Gerald T. Raydon, President
                                   and Chairman



                                   ALYDA L. RAYDON
                                   ---------------------------
                               By  Alyda L. Raydon, Chief
                                   Financial Officer
</TABLE>