U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                FORM 10-QSB

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

For Quarter Ended March 31, 1997 Commission File Number 001-12245
                  --------------                        ---------
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(Exact name of small business issuer as specified in its charter)



    COLORADO                                           84-1288480
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(State or other jurisdiction   I.R.S. Employer Identification No.
of incorporation or organization)

1999 Broadway, Suite 2435, Denver, Colorado 80202
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(Address of principal executive offices)  (Zip code)

Registrant's telephone number, including area code (303) 294-9300
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(Former name, former address and former fiscal year, if changed 
since last report.)

Indicate by check whether the issuer (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.                        X       Yes       No
                                       -----          -----
Indicate the number of share outstanding of each of the issuer's 
classes of stock, as of the latest practicable date.

                                                 Number of Shares
     Class                            Outstanding at May 13, 1997
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Common stock, no par value                    2,378,607  shares



METROGOLF INCORPORATED
FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
     ITEM 1. Consolidated Financial Statements

     Consolidated Balance Sheets as of March 31, 
     1997 (Unaudited) and December 31, 1996

     Consolidated Statements of Operations (Unaudited)
     for the three months ended March 31, 1997 and 1996

     Consolidated Statements of Cash Flows (Unaudited)
     for the three months ended March 31, 1997 and 1996

    Notes to Consolidated Financial Statements (Unaudited)

     ITEM 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations

PART II - OTHER INFORMATION

     ITEM 1:  Legal Proceedings

     ITEM 2:  Changes in Securities

     ITEM 3:  Defaults upon Senior Securities

     ITEM 4:  Submission of Matters to a Vote of Security Holders

     ITEM 5:  Other Information

     ITEM 6:  Exhibits and Reports on Form 8-K

     SIGNATURES





                       MetroGolf Incorporated
                    Consolidated Balance Sheets



                                    March 31, 
                                      1997         December 31,
                                  (Unaudited)            1996  
ASSETS
Current Assets
    Cash and cash equivalents $      136,492    $      904,146 
    Inventories                      119,175           157,577 
    Other current assets              97,654           100,206 
                              ---------------   ---------------
                                     353,321         1,161,929 
                              ---------------   ---------------
Property and equipment,
  net of accumulated
  depreciation of $335,753
  and $205,342                    13,390,385        13,524,145 
                              ---------------   ---------------
Other Assets
  Excess of cost over net 
   assets acquired                 1,537,239         1,537,239 
  Debt issue costs                   133,939           133,939
  Loan fees                          106,205           106,205
  Organization costs                  89,744            89,744 
                              ---------------   ---------------
                                   1,867,127         1,867,127
  Less accumulated 
   amortization                     (160,376)          (97,825)
                              ---------------   ---------------
                                   1,706,751         1,769,302
  Deferred acquisition costs         115,941            78,791
  Other receivable                    81,572            82,372
  Deferred offering costs             44,348            15,000
  Other assets                        83,193            72,371
                              ---------------   ---------------
Total other assets                 2,031,805         2,017,836
                              ---------------   ---------------
TOTAL ASSETS                  $   15,775,511    $   16,703,910 
                              ===============   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable            $    1,454,893    $    1,380,947 
  Checks written against 
    future deposits                        -           122,546 
  Accrued expenses and other
     current liabilities             976,904           859,292 
  Deferred revenue                   242,798           218,633 
  Lines of credit                     25,000                 - 
  Current portion of long-
    term debt and capital 
    lease obligations              6,146,538         6,111,173 
                              ---------------   ---------------
                                   8,846,133         8,692,591 

Long term debt and capital 
  lease obligations, less 
  current portion                  4,175,696         4,133,342 
                              ---------------   ---------------
Minority interest in 
  consolidated subsidiaries          282,309           319,024 
                              ---------------   ---------------
Stockholders' Equity
  Common stock - No par value:
   9,000,000 shares 
   authorized; 2,233,775 
   shares issued and 
   outstanding                     6,792,486         6,792,487
  Notes receivable,
   stockholder                       (82,511)          (82,511)
  Accumulated deficit             (4,238,602)       (3,151,023)
                              ----------------   --------------
                                   2,471,373         3,558,953 
                              ----------------   --------------
TOTAL LIABILITIES AND 
     STOCKHOLDERS' EQUITY     $   15,775,511     $  16,703,910 
                              ================   ==============



"See accompanying notes to consolidated financial statements."


MetroGolf Incorporated
Consolidated Statements of Operations
(Unaudited)

                                 For the Three Months Ended
                                 March 31,         March 31,
                                    1997             1996
                              ---------------   --------------- 
Revenues
Green fees and driving range  $      318,395    $            -
Membership                           130,076                 -
Merchandise                           70,405                 -
Food and beverage                     28,985                 -
Instruction                           33,712                 -
Management fees, related 
   parties                                 -            49,057 
Administration                        28,793                 -
                              ---------------   ---------------
Total revenues                       610,366            49,057 
                              ---------------   ---------------
Operating expenses
Range and course operations          346,121                 -
Food and beverage                     25,558                 -
Membership                            77,523                 -
Instruction expense                   20,479                 -
General and administrative           767,519           216,627
Depreciation and amortization        181,053             4,825 
                              ---------------   ---------------
Total operating expenses           1,418,253           221,452
                              ---------------   ---------------
Loss from operations                (807,887)         (172,395) 
                              ---------------   ---------------
Other income (expenses)
Interest expense                    (330,111)           (6,930)
Other                                 13,704            16,459 
                              ---------------   ---------------
Total other income (expense)        (316,407)            9,529
                              ---------------   ---------------
Equity in loss of affiliates               -            (1,319)
                              ---------------   ---------------
Minority interest in income 
   (loss) of subsidiaries             36,714            (3,120)
                              ---------------   ---------------
Net income (loss)                 (1,087,580)         (167,305)
Dividend requirements on 
   preferred stock                         -            42,656 
                              ---------------   ---------------
Loss applicable to 
   common stock               $   (1,087,580)   $     (209,961)
                              ===============   ===============

Net (loss) per common share   $        (0.48)   $        (0.24)
                              ===============   ===============
Weighted average number of 
   common shares outstanding       2,251,368           877,142 
                              ===============   ===============

"See accompanying notes to consolidated financial statements


MetroGolf Incorporated
Consolidated Statements of Cash Flows
(Unaudited)

Increase (Decrease) in Cash and Cash Equivalents

                                 For the Three Months Ended
                                 March 31,         March 31,
                                    1997             1996
                              ---------------   --------------- 

OPERATING ACTIVITIES
Net loss                      $   (1,087,580)    $     (167,305)
  Adjustments to reconcile 
  net loss to net cash
  provided by (used in)
  operating activities
    Depreciation                     151,989              4,825
    Amortization                      29,064                  -
    Interest                         143,291                  - 
    Equity in loss of 
    affiliates                             -             (2,427)
    Minority interest in 
    income (loss) of 
    consolidated subsidiaries        (36,714)             3,120 
    Changes in operating 
    assets and liabilities
      Management fee 
      receivable, related
      party                                -             40,022
      Deferred revenue                24,165                  - 
      Inventories                     38,402                  - 
      Other current assets             2,550            (60,422)
      Accounts payable                73,946             81,335
      Accrued salaries                     -            122,750
      Accrued expenses and 
      other current
      liabilities                    117,612             31,832
                              ---------------   ----------------
Net Cash Provided by (Used in)
Operating Activities                (543,275)            53,730
                              ---------------   ----------------
INVESTING ACTIVITIES
Restricted cash                            -             22,700
Payments for notes receivable,
related parties                            -             42,399
Payments for notes receivable,
stockholder                                -            (16,792)
Acquisition of fixed assets          (32,366)                 -
Disposition of fixed assets           14,137                  -
Payments for deferred 
acquisition costs                    (37,150)           (18,473)
Deferred offering costs              (29,348)                 -
Deposits and other assets            (10,022)           (10,000)
                              ---------------   ----------------
Net Cash Provided by (Used in)
   Investing Activities              (94,749)            19,834
                              ---------------   ----------------

FINANCING ACTIVITIES
Prior checks written against 
current deposits                    (122,546)                 -
Proceeds from related party 
payable                                    -             12,000
Payments on line of credit                 -            (14,885)
Payments on long-term debt            (7,084)            (4,238)
Payments on note payable, 
officer                                    -             (7,702)
Payments for deferred 
offering costs                             -            (38,017)
                              ---------------   ----------------
Net Cash Used in 
   Financing Activities             (129,630)           (52,842)
                              ---------------   ----------------
Increase (Decrease) in Cash 
and Cash Equivalents                (767,654)            20,722

Cash and Cash Equivalents,
Beginning of Period                  904,146                324 
                              ---------------   ----------------
Cash and Cash Equivalents,
End of Period                 $      136,492    $        21,046 
                              ===============   ================



"See accompanying notes to consolidated financial statements"



MetroGolf Incorporated
Notes to Consolidated Financial Statements
(Unaudited)



1.     General:

The accompanying financial statements have been prepared in 
accordance with generally accepted accounting principles for 
interim financial information and in accordance with 
instructions to Form 10-QSB and Regulation S-B.  
Accordingly, they do not include all of the information and 
footnotes required by generally accepted accounting 
principles for complete financial statements.  The 
accompanying financial information is unaudited but includes 
all adjustments (consisting of normal recurring accruals) 
which, in the opinion of management, are necessary to 
present fairly the information set forth herein.  The 
consolidated financial statements should be read in 
conjunction with the notes to the consolidated financial 
statements which are included in the Form 10-K of the 
Company for the fiscal three months ended March 31, 1997.

The results for the interim periods are not necessarily 
indicative of results to be expected for the fiscal year of 
the Company ending December 31, 1997.  The Company believes 
that the three-month report filed on Form 10-QSB is 
representative of its financial position and its results of 
operations and changes in cash flow for the periods ended 
March 31, 1997 and 1996.

2.     Supplemental Data to Statements of Cash Flows

Excluded from the consolidated statements of cash flows were 
the effects of certain noncash investing and financing 
activities.

                                  For the Three Months Ended
                                  March 31,        March 31,
                                    1997             1996
                                 -----------      -----------
     Cash payments for interest   $125,565           $6,022

3.     Income Taxes

At March 31, 1997 and March 31, 1996, the Company has 
available net operating loss carry forwards of approximately 
$3,698,000 and $751,000 for tax reporting purposes which 
expire through 2012.  These operating loss carry forwards 
are subject to various limitations imposed by the rules and 
regulations of the Internal Revenue Service.

The Company has deferred tax assets fully reserved as of 
March 31, 1997 and March 31, 1996.  The tax effect on the 
components is as follows:



                                  March 31,        March 31,
                                    1997             1996
                                 -----------      -----------
Net operating loss carry forward $ 1,368,000      $  150,000
Salary accrual                             -          29,000
Basis difference in property 
and equipment                        (18,000)          1,000
                                 ------------     -----------
                                   1,350,000         180,000
Valuation allowance               (1,350,000)       (180,000)
                                 ------------     -----------
                                 $         -      $        - 
                                 ============     ===========

A 100 percent valuation allowance has been established to 
reflect management's evaluation that it is more likely than 
not that all of the deferred tax assets will not be 
realized.  For the three months ended March 31, 1997 and 
March 31, 1996, the valuation allowance increased by 
$389,000 and $33,000.

4.     New Accounting Pronouncement

On March 3, 1997, the Financial Accounting Standards Board 
("FASB") issued Statement of Financial Accounting Standards 
No. 128 "Earnings Per Share" ("SFAS No. 128").  This 
pronouncement provides a different method of calculating 
earnings per share than is currently used in accordance with 
Accounting Board Opinion ("APB") No. 15, "Earnings Per 
Share."  SFAS 128 provides for the calculation of "Basic" 
and "Diluted" earnings per share.  Basic earnings per share 
includes no dilution and is computed by dividing income 
available to common stockholders by the weighted average 
number of common shares outstanding for the period.  Diluted 
earnings per share reflects the potential dilution of 
securities that could share in the earnings of an entity, 
similar to fully diluted earnings per share.  SFAS No. 128 
is effective for financial statements issued for periods 
ending after December 15, 1997.  Its implementation is not 
expected to have a material effect on the consolidated 
financial statements.


ITEM 2.  MANAGEMENT DISCUSSION AND PLAN OF OPERATION.

     The following discussion and analysis should be read in 
conjunction with the Company's financial statements and the notes 
thereto appearing elsewhere in this report. This report contains 
forward-looking statements, and actual results could differ 
materially from those projected in the forward-looking 
statements.

Overview

     On October 21, 1996, the Company completed the sale of 
1,175,000 shares of its common stock in an IPO registered on Form 
S-1.  The Company received net proceeds of approximately $5.46 
million after paying offering costs of approximately $1.59 
million.  The Company's strategy is to increase revenues and net 
income by increasing the number of golf centers it owns, leases 
or manages by (i) identifying and acquiring existing golf 
facilities that have the potential for revenue enhancement 
through better management and improved or expanded facilities, 
including the addition of enclosed hitting areas, full-line pro 
shops and other amenities, (ii) developing new golf centers in 
locations where suitable acquisition opportunities are not 
available, and (iii) seeking to realize economies of scale 
through centralized purchasing, accounting, management 
information and cash management systems. Consistent with this 
strategy, the Company acquired 94% and 90% of the limited 
partnership interests in Illinois Center Golf Partners Limited 
Partnership ("ICGP") and Goose Creek Golf Partners, L.P. 
("GCGP"), respectively, on October 21, 1996.  The Company 
acquired Fremont Golf Center ("Fremont") on July 1, 1996 and 
Palms Golf Center ("Palms") on December 31, 1996.  The Company 
also commenced operating the Harborside Golf Center 
("Harborside") on July 1, 1996.  In addition, the Company is 
actively pursuing acquisition or development projects in major 
cities, including Atlanta, Denver, Los Angeles, St. Louis, 
San Diego, San Francisco, Seattle and Toronto.  Consummation of 
any acquisition or development of these or any other future sites 
is subject to the satisfaction of various conditions, including 
the satisfactory completion of due diligence by the Company and 
the negotiation of definitive agreements. As consideration for 
any future acquisition or development, the Company may pay cash, 
incur indebtedness or issue debt or equity securities. Such 
acquisitions or developments could result in material changes in 
the Company's financial condition and operating results; however, 
there can be no assurance as to the occurrence of any of these 
acquisitions or developments or, if they occur, as to the timing 
of the consummation of any acquisitions or developments. 

Results of Operations

     Prior to July 1, 1996, the Company derived its revenue from 
two major sources: development or acquisition fees and management 
fees.  On July 1, 1996 the Company commenced operations at 
Fremont and Harborside.  The Company commenced operations at 
Palms on September 1, 1996.  The Company commenced operations at 
Illinois Center Golf and Goose Creek Golf Club on October 22, 
1996.  Prior to the commencement of operations, management fees 
are generated by three subsidiaries of the Company: MetroGolf 
Illinois Center, Inc. and MetroGolf Virginia, Inc., as managing 
general partners of ICGP and GCGP, and MetroGolf Management, Inc. 
("MGMI") as property manager of Illinois Center Golf Club, Goose 
Creek Golf Club, Harborside, Fremont and Palms. The Company 
initially used outside management companies to manage its golf 
centers. In September 1995, the operations management subcontract 
for Illinois Center Golf was terminated. In March 1996, the 
Company terminated the third-party management contract for Goose 
Creek Golf Club. All Company properties are, and in the future 
are expected to be, managed by MGMI. 

Three Months Ended March 31, 1997, as Compared to Three Months 
Ended March 31, 1996

     Total revenues increased 1,244%, to approximately $610,000 
for the three months ended March 31, 1997, from approximately 
$49,000 for the three months ended March 31, 1996.  In 1997, the 
Company derived revenue from golf course and learning center 
operations.  In 1996, the Company derived revenue from management 
fees.

     Operating expenses increased 640%, to approximately 
$1,418,000 for the three months ended March 31, 1997, from 
approximately $221,000 for the three months ended March 31, 1996.  
Operating costs increased to approximately $470,000 from $0 due 
to the addition of operating properties in the third quarter of 
1996 and the acquisition of ICGP, GCGP and Palms during the 
fourth quarter of 1996.  General and administrative expenses for 
the three months ended March 31, 1997 increased to $767,519 from 
$216,627 in 1996 due to property acquisitions during 1996 and the 
costs associated with becoming a publicly traded company.

     Depreciation and amortization expenses increased to 
approximately $181,000 in 1997 from approximately $5,000 in 1996 
due to the acquisition of Fremont in July 1996 and ICGP, GCGP and 
Palms in the fourth quarter of 1996.

     Interest expense increased to $330,111 in 1997 from $6,930 
in 1996 primarily due to placement of $2,025,000 of convertible 
subordinated notes ("PP Notes") in the second quarter of 1996, 
the ICGP and GCGP Notes in the fourth quarter of 1996, and debt 
associated with property acquisitions during 1996.

     Other income decreased to $13,704 in 1997 from $16,459 in 
1996 as a result of the interest-bearing notes receivable being 
consolidated as a result of the acquisition of GCGP and ICGP.

Liquidity and Capital Resources

     At March 31, 1997, the Company had a working capital deficit 
of approximately $8,492,800, as compared to a working capital 
deficit of $7,530,700 at December 31, 1996. The increase in 
working capital deficit is primarily due to the current portion 
of long-term debt resulting from property acquisitions. The 
increase in working capital deficit is primarily due to increases 
in accounts payable and negative cash flow resulting from 
seasonal losses from operations.  The Company has approximately 
$6,111,000 of current liabilities relating to debts that come due 
within the next 12 months.  Of these $861,750 are convertible 
subordinated notes that are convertible into common stock of the 
Company at 50 percent of the market value of the Company's common 
stock.  Because of the conversion discount, the Company believes 
that most, if not all, of these notes will be converted by the 
noteholders prior to the maturity date of June 1, 1997.  
Approximately $4,500,000 of these current liabilities are 
mortgages on existing operating properties and are fully 
collateralized by such properties.  The Company is currently 
negotiating to refinance or extend each of these mortgages and 
expects to receive new mortgages with maturity dates that extend 
beyond 12 months.  In addition, the Company is currently offering 
for sale in a private placement of up to $6,000,000 in 
convertible subordinated notes ("the Notes").  The Company 
intends to use the proceeds for additional acquisitions which 
should further increase the Company's cash flow from operations 
and for current working capital needs.  The Company believes that 
these funds will be sufficient to meet its liquidity needs for 
the next year.

     The cash used in operating activities increased to 
approximately $675,000 in the three months ended March 31, 1997 
compared with cash provided of approximately $54,000 in the three 
months ended March 31, 1996.  The primary reason for the increase 
has been the increase in the net loss to $1,087,580 in the three 
months ended March 31, 1997 from $167,305 in the three months 
ended March 31, 1996.  In addition, the Company used accounts 
payable as a source of financing.  Trade accounts payable 
increased $74,000 in the three months ended March 31, 1997 and 
$89,000 in the three months ended March 31, 1996.

A 100 percent valuation allowance has been established to reflect 
management's evaluation that it is more likely than not that all 
of the deferred tax assets will not be realized.  For the three 
months ended March 31, 1997 and March 31, 1996, the valuation 
allowance increased by $389,000 and $33,000.

Fremont Golf Center.   The Company has signed a lease agreement 
with the City of Fremont to develop an 35-acre tract of land into 
a 9-hole executive-length golf course with expanded practice 
facilities and significantly improved clubhouse amenities.  The 
Company expects to commence construction of the 9-hole 
executive-length golf course and begin modifications to the 
existing facility in the summer of 1997, with the completion of 
the golf center scheduled for the spring of 1998.  The 
development budget for the new 9-hole executive-length golf 
course, and modifications to the existing facility, is 
anticipated to be approximately $2 million over a one-year 
development period. The Company intends to fund the development 
through a combination of equity and debt, to be provided by a 
commercial bank, specialized golf lending institution or private 
lender. 

New York Golf Center.  The Company has fully negotiated a lease 
(the "Port Authority Lease") with the Port Authority of New York 
and New Jersey (the "Port Authority") to develop a driving range 
and learning center on top of the Port Authority Bus Terminal in 
midtown Manhattan, New York City. Construction is scheduled to 
commence mid-1997, with the opening scheduled for mid-1998. The 
proposed development budget is approximately $5.5 million. The 
facility is planned to consist of a three-level facility 
occupying a portion of the roof of the Port Authority Bus 
Terminal (approximately three acres) and includes a 54-tee 
station area, a practice putting green, a sand bunker practice 
area, a greenside chipping area, a video instruction center, 
locker rooms, a David Leadbetter Golf Academy and a club 
facility. The driving range will include covered, heated tee 
stations. The golf instruction center, video instruction center, 
golf practice areas and locker rooms will be located in the 
clubhouse, together with a sports bar/cafe, outdoor patio, 
corporate entertainment and group event area, pro shop and 
offices. The Company is currently in discussions with the David 
Leadbetter Golf Academy about operating the golf instruction 
program at the New York Golf Center.  The total expected cost of 
the New York Golf Center is expected to be approximately $5.5 
million.  The Company expects to utilize debt and equity 
financing from banks and institutional or private lenders to fund 
such amount. 

Seasonality

     Historically, the second and third quarters have accounted 
for a greater portion of the Company's revenue and operating 
income than have the first and fourth quarters of the year. This 
is primarily due to an outdoor playing season limited by 
inclement weather. Although most of the Company's facilities are 
designed to be all-weather, portions of the facilities tend to be 
vulnerable to weather conditions. Also, golfers are less inclined 
to practice when weather conditions limit their ability to play 
golf on outdoor courses. This seasonal pattern, as well as the 
timing of new golf facility acquisitions, developments and 
openings, may cause the Company's results of operations to vary 
significantly from quarter to quarter. Accordingly, 
period-to-period comparisons are not necessarily meaningful and 
should not be relied upon as indications of future results. 

Trends

     The Company plans to acquire or develop additional golf 
centers. As such additional golf centers are acquired or 
developed, total revenue should continue to increase. The Company 
is making capital improvements at the Fremont Golf Center and 
Goose Creek and has recently strengthened the on-site management 
teams at these golf centers with an increased emphasis on sales 
and marketing. The Company believes that, as its current golf 
centers mature, revenues and operating income from such centers 
should increase due to customer awareness, programs marketing the 
golf centers to various special interest groups, expanded ties to 
local businesses and golfing communities and marketing programs 
developed by the Company. Such increases may be partially offset 
by initial losses from pre-opening costs (and initial operating 
losses) associated with new golf centers. 

New Accounting Pronouncement

On March 3, 1997, the Financial Accounting Standards Board 
("FASB") issued Statement of Financial Accounting Standards 
No. 128 "Earnings Per Share" ("SFAS No. 128").  This 
pronouncement provides a different method of calculating 
earnings per share than is currently used in accordance with 
Accounting Board Opinion ("APB") No. 15, "Earnings Per 
Share."  SFAS 128 provides for the calculation of "Basic" 
and "Diluted" earnings per share.  Basic earnings per share 
includes no dilution and is computed by dividing income 
available to common stockholders by the weighted average 
number of common shares outstanding for the period.  Diluted 
earnings per share reflects the potential dilution of 
securities that could share in the earnings of an entity, 
similar to fully diluted earnings per share.  SFAS No. 128 
is effective for financial statements issued for periods 
ending after December 15, 1997.  Its implementation is not 
expected to have a material effect on the consolidated 
financial statements.

     PART II - OTHER INFORMATION
-------------------------------------------------------
Item 1:     Legal Proceedings
The Company knows of no material litigation or 
proceeding pending, threatened or contemplated to which 
the Company is or may become a party.

Item 2:     Changes in Securities
          None

Item 3:     Defaults upon Senior Securities
          None

Item 4:     Submission of Matters to a Vote of Security 
            Holders
          None

Item 5:     Other Information
          None

Item 6:     Exhibits and Reports on Form 8-K

          (A)     Exhibits
             3.     Exhibits:  The exhibits which are filed with
                    this Report or which are incorporated herein
                    by reference are set forth below.

     3.1     Articles of Incorporation, as amended, incorporated 
             herein by reference from the Registrant's Offering 
             Statement on Form 1-A (File No. 24D-3840)("Form 1-
             A") with June 3, 1996 amendment filed as Exhibit 3.1 
             to Registrant's Form S-1 (Reg. No. 333-06151) as 
             filed with as filed with the Securities and Exchange 
             Commission on June 17, 1996 (together with 
             Amendments 1, 2, and 3 thereto , the "Form S-1")

     3.2    Bylaws, incorporated herein by reference from the 
            Form 1-A 

     4      Specimen Common Stock Certificate of MetroGolf 
            Incorporated (incorporated by reference to Exhibit 4 
            to Form S-1)

     4.1    Form of Note Purchase Agreement dated May 8, 1996 
            between The Vintage Group USA, Ltd. and the 
            Purchasers of its 12% Convertible Subordinated Notes 
            due 1997 (the PP Notes) (incorporated by reference to 
            Exhibit 4.2 to Form S-1)

     10.1   Employment Agreement between the Company and Charles 
            D. Tourtellotte effective as of January 1, 1996 
            (incorporated by reference to Exhibit 10.1 to Form S-
            1)

     10.2   Employment Agreement between the Company and J.D. 
            Finley effective as of January 1, 1996 (incorporated 
            by reference to Exhibit 10.2 to Form S-1)

     10.3   Employment Agreement between the Company and James K. 
            Dignan effective as of July 1, 1996 (incorporated by
            reference to Exhibit 10.3 to Form S-1)

     10.4(a)Form of outstanding Warrant Certificates, 
            incorporated herein by reference to Form 1-A

     10.4(b)Warrant Agreement, incorporated herein by reference 
            to Form 1-A

     10.7   Agreement of Limited Partnership of Illinois Center 
            Golf Partners L.P., incorporated herein by reference 
            to Form 1-A

     10.8   Ground Sublease and Sublicense Agreement for Illinois 
            Center Golf Facilities between Illinois Center Golf 
            Partners L.P. and Illinois Center Plaza Venture, as 
            amended, incorporated herein by reference to Form 1-A

     10.9   Agreement of Limited Partnership of Goose Creek Golf 
            Partners Limited Partnership, incorporated herein by 
            reference to Form 1-A

     10.10  Credit Line Deed of Trust for the benefit of Textron 
            Financial Corporation, incorporated herein by 
            reference to Form 1-A

     10.11  Port Authority Letter Agreement, incorporated herein 
            by reference to Form 1-A

     10.12  Operating Agreement of Vintage New York Golf L.L.C., 
            incorporated herein by reference to Form 1-A

     10.13  Agreement of Purchase and Sale between Robert Selleck
            and Fremont Golf Partnership and The Vintage Group 
            USA Ltd. dated as of March 19, 1996 (incorporated by 
            reference to Exhibit 10.13 to Form S-1)

     10.14  Letter of Intent relating to Harborside Golf Center
            from The Vintage Group USA Ltd. to Shapery 
            Enterprises dated March 18, 1996 (incorporated by 
            reference to Exhibit 10.14 to Form S-1)

     10.15  Management Agreement between MetroGolf Management, 
            Inc. and Illinois Center Golf, incorporated herein by 
            reference to Form 1-A

     10.16  Settlement Agreement relating to 15% interest in 
            Illinois Center Golf and Goose Creek, incorporated 
            herein by reference to Form 1-A

     10.17  Company's 1996 Stock Option and Stock Bonus Plan 
            (incorporated by reference to Exhibit 10.17 to Form 
            S-1)

     10.18  Management Agreement between MetroGolf Management, 
            Inc. and the Company dated July 1, 1996 relating to
            Fremont Golf Center (incorporated by reference to 
            Exhibit 10.18 to Form S-1)

     10.19  Management Agreement between MetroGolf Management, 
            Inc. and MetroGolf (San Diego) Incorporated dated
            July 1, 1996 relating to Harborside Golf Center 
            (incorporated by reference to Exhibit 10.19 to Form
            S-1)

     10.20  Form of Note from the Company to the limited partners 
            of ICGP that accept the Offer to Purchase
            incorporated by reference to Exhibit 10.20 to Form 
            S-1)

     10.21  Form of Warrant from the Company to the limited 
            partners of ICGP that accept the Offer to Purchase 
            (incorporated by reference to Exhibit 10.21 to Form 
            S-1)

     10.22  Form of Note from the Company to the limited partners 
            of GCGP that accept the Offer to Purchase
            incorporated by reference to Exhibit 10.22 to Form 
            S-1)

     10.23  Company's Senior Executive Incentive Stock Option
            Plan (incorporated by reference to Exhibit 10.23 to 
            Form S-1)

     10.24  Golf Facility Lease by and between The City of 
            Fremont California and MetroGolf Incorporated dated 
            April 2, 1997 (incorporated by reference to the 
            Company's 10-K for the year ended December 31, 1996)

     10.25  Fifth Amendment to Ground Sublease and Sublease 
            Agreement for Illinois Center Golf Facilities dated 
            January 31, 1996 amending Exhibit 10.8 (incorporated 
            by reference to Exhibit 10.25 to Form S-1)

     11     Statement re Computation of per share earnings

		(B)	Reports on Form 8-K
			None during the quarter ended March 31, 1997


MetroGolf Incorporated
Exhibit 11
Statement Re: Computation of Earnings Per Share


Historical weighted average number of shares outstanding is 
summarized as follows:
                                 March 31,       March 31,
                                   1997            1996  
                               -------------   -------------
Common stock outstanding         2,233,775        680,782 

Warrants outstanding               288,160        288,160
Less treasury stock that could
  be repurchased with proceeds 
  of exercised warrants           (270,567)       (91,800)
Assumed exercise of warrants        17,593        196,360 
                               -------------   ------------
Historical weighted average 
  number of common shares 
  outstanding                    2,251,368        877,142 
                               =============   ============

Primary and Fully Diluted Earnings Per Share


                                 For the Three Months Ended
                                    March 31,      March 31,
                                      1997           1996
                                 ---------------------------
Loss applicable to common stock   $( 1,087,580)   $(209,961)
                                  =============   ==========
Weighted average number of
   common shares outstanding         2,251,368      877,142 
                                  =============   ==========
Primary and Fully Diluted
   Earnings Per Share             $      (0.48) $     (0.24)
                                  =============   ==========




SIGNATURES



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


							MetroGolf Incorporated



DATE: May 15, 1997
      ------------
  /S/ Charles D. Tourtellotte
------------------------------
     Charles D. Tourtellotte
     President



DATE: May 15, 1997
      ------------
  /S/ J. D. Finley
-------------------
     J.D. Finley
     Chief Financial Officer