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 Sep. 30, 1997 Commission File Number 001-12245
                  -------------                        ---------

                     METROGOLF INCORPORATED
-----------------------------------------------------------------

(Exact name of small business issuer as specified in its charter)


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

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

Registrant's telephone number, including area code (303) 294-9300
                                                   --------------

-----------------------------------------------------------------
  (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 shares outstanding of each of the issuer's 
classes of stock, as of the latest practicable date.

                                                Number of Shares
     Class                       Outstanding at November 14, 1997
-----------------------------------------------------------------
Common stock, no par value                      4,415,440  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 September 30,1997 
        (Unaudited) and December 31, 1996

     Consolidated Statements of Operations (Unaudited) for the
        three months ended September 30, 1997 and 1996

     Consolidated Statements of Operations (Unaudited) for the
        nine months ended September 30, 1997 and 1996

     Consolidated Statements of Cash Flows (Unaudited)for the
        nine months ended September 30, 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



                                    September 30, 
                                        1997         December 31,
                                     (Unaudited)         1996
                                   ---------------  -------------
ASSETS
Current Assets
    Cash and cash equivalents      $      873,073   $    904,146
    Inventories                           204,654        157,577
    Accounts receivable                    25,840         31,897
    Other current assets                   64,051         68,309
                                   ---------------  -------------
Total current assets                    1,167,618      1,161,929 
                                   ---------------  -------------

Property and equipment, net of 
     Accumulated depreciation and
     amortization of $751,446 
     and $205,342                      15,300,681     13,524,145 
                                   ---------------  -------------

Other Assets
     Excess of cost over net 
     assets acquired                    1,537,239      1,537,239 
     Debt issue costs                     609,915        133,939
     Loan fees                            106,205        106,205
     Organization costs                    89,744         89,744 
                                   ---------------  -------------
                                        2,343,103      1,867,127
     Less accumulated amortization       (236,918)       (97,825)
                                   ---------------  -------------
                                        2,106,185      1,769,302
     Deferred acquisition costs           244,008         78,791
     Other receivable                           -         82,372
     Deferred offering costs                    -         15,000
     Other assets                         165,509         72,371
                                   ---------------  -------------
Total other assets                      2,515,702      2,017,836
                                   ---------------  -------------
 
TOTAL ASSETS                       $   18,984,001   $ 16,703,910 
                                   ===============  =============






"See accompanying notes to consolidated financial statements."


MetroGolf Incorporated
Consolidated Balance Sheets (continued)

                                    September 30,
                                        1997         December 31,
                                     (Unaudited)         1996  
                                   --------------   -------------
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts payable               $   1,488,077    $  1,380,947 
    Checks written against 
      future deposits                          -         122,546 
    Accrued expenses and other 
      current liabilities                898,349         859,292 
    Deferred revenue                     151,244         218,633 
    Current portion of long-term
      debt and capital lease 
      obligations                      2,056,122       6,111,173 
                                   --------------  --------------
Total current liabilities              4,593,792       8,692,591 
                                   --------------  --------------

Long term debt and capital lease 
  obligations, less current portion   10,724,832       4,133,342 
                                   --------------  --------------

Minority interest in consolidated 
  Subsidiaries                           268,247         319,024 
                                   --------------  --------------

Stockholders' Equity
    Common stock -- No par value:
      50,000,000 shares authorized;
      4,346,815 and 2,233,775
      shares issued and outstanding
      at September 30, 1997 and 
      December 31, 1996                9,411,993       6,792,487
    Notes receivable, stockholder        (87,706)        (82,511)
    Accumulated deficit               (5,927,157)     (3,151,023)
                                   --------------  --------------
                                       3,397,130       3,558,953 
                                   --------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                        $  18,984,001   $  16,703,910 
                                   ==============  ==============



"See accompanying notes to consolidated financial statements."

MetroGolf Incorporated
Consolidated Statements of Operations
(Unaudited)

                                     For the Three Months Ended
                                   September 30,    September 30,
                                       1997             1996
                                   --------------  --------------

Revenues
     Green fees and driving range  $   1,003,247   $     211,815
     Membership                          167,504               -
     Merchandise                         139,780          42,701
     Food and beverage                   140,330           7,934
     Instruction                         134,890          35,530
     Management fees, related
       Parties                                 -          44,737
     Administration                       24,092           9,755
     Acquisition and
       consulting fees                         -          10,000
                                   --------------  --------------
Total revenues                         1,609,843         362,472
                                   --------------  --------------
Operating expenses
     Range and course operations         778,474         312,721
     Food and beverage                   127,667           3,314
     Membership                           54,277               -
     Instruction expense                  98,029          22,769
     General and administrative          863,590         323,320
     Depreciation and amortization       231,198          31,099
                                   --------------  --------------
Total operating expenses               2,153,235         693,223
                                   --------------  --------------
Loss from operations                    (543,392)       (330,751)
                                   --------------  --------------
Other income (expenses)
     Interest expense                   (610,685)       (181,450)
     Other                                 7,688          19,925 
                                   --------------  --------------
Total other (expense)                   (602,997)       (161,525)
                                   --------------  --------------
Equity in income of affiliates                 -             351
                                   --------------  --------------
Minority interest in (income)
  loss of subsidiaries                    14,095          (3,219)
                                   --------------  --------------

Net loss                              (1,132,294)       (495,144)
Dividend requirements on 
  preferred stock                              -          42,656 
                                   --------------  --------------
Loss applicable to common stock    $  (1,132,294)  $    (537,800)
                                  ===============  ==============

Net loss per common share          $       (0.28)  $       (0.61)
                                   ==============  ==============

Weighted average number of 
     common shares outstanding         4,027,661         877,142 
                                   ==============  ==============


"See accompanying notes to consolidated financial statements"

MetroGolf Incorporated
Consolidated Statements of Operations
(Unaudited)

                                     For the Nine Months Ended    
                                   September 30,    September 30,
                                       1997             1996
                                   --------------  --------------

Revenues
     Green fees and driving range  $   2,154,305   $     211,815
     Membership                          435,444               -
     Merchandise                         373,162          42,701
     Food and beverage                   281,816           7,934
     Instruction                         261,966          35,530
     Management fees, related 
       Parties                                 -         144,011
     Acquisition and 
       consulting fees                         -          10,000
     Administration                       83,086           9,755
                                   --------------  --------------
Total revenues                         3,589,779         461,746 
                                   --------------  --------------

Operating expenses
     Range and course operations       1,625,500         312,721
     Food and beverage                   249,315           3,314
     Membership                          192,610               -
     Instruction expense                 168,809          22,769
     General and administrative        2,234,631         735,965
     Depreciation and amortization       673,292          40,749
                                   --------------  --------------
Total operating expenses               5,144,157       1,115,518
                                   --------------  --------------

Loss from operations                  (1,554,378)       (653,772)
                                   --------------  --------------

Other income (expenses)
     Interest expense                 (1,296,250)       (243,940)
     Other                                23,717          54,325
                                   --------------  --------------
Total other (expense)                 (1,272,533)       (189,615)
                                   --------------  --------------

Equity in loss of affiliates                   -          (2,278)
                                   --------------  --------------

Minority interest in (income)
   loss of subsidiaries                   50,777          (9,459)
                                   --------------  --------------

Net loss                              (2,776,134)       (855,124)
Dividend requirements on 
   preferred stock                             -         127,969 
                                   --------------  --------------

Loss applicable to common stock    $  (2,776,134)  $    (983,093)
                                   ==============  ==============

Net loss per common share          $       (0.92)  $       (1.12)
                                   ==============  ==============

Weighted average number of 
   common shares outstanding           3,004,677         877,142 
                                   ==============  ==============

"See accompanying notes to consolidated financial statements"



 MetroGolf Incorporated
Consolidated Statements of Cash Flows
(Unaudited)

                                     For the Nine Months Ended
                                   September 30,   September 30,
                                       1997            1996
                                   --------------  -------------


Increase (Decrease) in Cash 
    and Cash Equivalents
OPERATING ACTIVITIES
    Net loss                        $  (2,776,134)  $   (855,124)
    Adjustments to reconcile net
      loss to net cash provided by
      (used in) operating activities
        Depreciation                      567,682         40,749
        Amortization                      105,610              -
        Gain on sale of assets             (6,661)             -
        Interest                          414,383        150,192
        Equity in loss of affiliates            -          2,278
        Minority interest in 
          (income) loss of 
          consolidated subsidiaries       (50,777)         9,459 
        Changes in operating assets 
        and liabilities
          Management fee receivable,
            related party                       -         17,165
          Account receivable,
            related party                       -        (11,000)
          Deferred revenue                (67,389)             -
          Inventories                      24,087        (96,024)
          Accounts receivable and 
            other current assets           10,315        (44,021)
          Accounts payable                 59,937        573,193
          Accrued salaries                      -        186,924
          Accrued expenses and other
            current liabilities            39,057        118,899
                                    --------------  -------------

Net Cash Provided by (Used in)
  Operating Activities                 (1,679,890)        92,690
                                    --------------  -------------

INVESTING ACTIVITIES
    Restricted cash                             -        222,700
    Payments for notes receivable,
      related parties                           -       (251,898)
    Payments for notes receivable,
      Stockholder                               -        (46,416)
    Acquisition of fixed assets          (239,012)      (825,312)
    Disposition of fixed assets            20,798              -
    Payments for deferred 
      acquisition costs                  (165,217)       (49,389)
    Receivable in connection 
      with asset acquisition                    -        (83,172)
    Advances to officer                    (5,195)             -
    Deposits and other assets             (93,138)       (20,735)
                                    --------------  -------------
Net Cash (Used in)
  Investing Activities                   (481,764)    (1,054,222)
                                    --------------  -------------

"See accompanying notes to consolidated financial statements"


MetroGolf Incorporated
Consolidated Statements of Cash Flows (continued)
(Unaudited)

                                      For the Nine Months Ended
                                    September 30,   September 30,
                                        1997            1996
                                    --------------  -------------

FINANCING ACTIVITIES
    Prior checks written against
      current deposits                   (122,546)             -
    Proceeds from convertible 
      subordinated notes payable        3,197,350      2,025,000
    Payments on line of credit                  -       (246,937)
    Payments on long-term debt           (516,159)       (12,794)
    Payments on note payable, 
      Officer                                   -        (22,752)
    Payments for debt issue costs        (428,164)      (267,878)
    Proceeds from issuance of 
      common stock                            100              -
    Payments for deferred 
      offering costs                            -       (462,431)
                                    --------------  -------------
Net Cash Provided by
      Financing Activities              2,130,581      1,012,208
                                    --------------  -------------

Increase (Decrease) in Cash and 
      Cash Equivalents                    (31,073)        50,676

Cash and Cash Equivalents, 
      Beginning of Period                 904,146            324 
                                    --------------  -------------
Cash and Cash Equivalents, 
      End of Period                 $     873,073   $     51,000 
                                    ==============  =============



"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 year 
ended December 31, 1996.

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 
nine-month report filed on Form 10-QSB is representative of its 
financial position and its results of operations and cash flow 
for the periods ended September 30, 1997 and 1996.

2.     Supplemental Data to Statements of Cash Flows

                                    For the Nine Months Ended
                                September 30,      September 30,
                                    1997               1996
                                --------------    --------------

  Cash payments for interest        $896,189            $44,310

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

                                    For the Nine Months Ended
                                September 30,      September 30,
                                    1997               1996
                                --------------    --------------
Increase in common stock for
  discount on debt                   $509,023          $243,600

Common stock issued for 
  Debt issue costs                    $32,812                 -

Increase in ownership of 
  Subsidiary                                -            $8,642

Conversion of convertible 
  subordinated notes and accrued
  interest into common stock         $953,138                 - 

Acquisition of Leasehold 
interest in Rocky Point Golf
Center for common stock and debt     $875,000                 -

Acquisition of Equipment Lease
in Harborside Golf Center for
common stock and debt forgiveness    $186,228                 -

Acquisition of Leasehold
Interest in Solano Golf Center 
for common stock and debt          $1,082,086                 - 


3.     Acquisition of Rocky Point Golf Center

Effective April 11, 1997, the Company purchased the leasehold 
interest in Rocky Point Golf Center, Rocky Point, New York for 
$965,439.  The Company issued notes payable to the seller for 
$175,000, issued 517,649 shares of common stock of the Company 
for $700,000, paid cash of $75,000 and acquisition costs of 
$15,439.  The existing golf facility was completed approximately 
two years ago and consists of a 70 tee station driving range, 
practice putting green, chipping, short game and sand bunker 
areas, a clubhouse and a maintenance area on approximately 17 
acres of land.  The acquisition was recorded using the purchase 
method of accounting, by which the assets are valued at the fair 
market value at the date of acquisition.  The operating results 
of this acquisition have been included in the accompanying 
financial statements from the date of acquisition.  The 
allocation of the purchase price is as follows:

     Property and Equipment         $965,439

      Acquisition of Solano Golf Center

Effective September 11, 1997 the Company purchased the leasehold 
interest in the Solano Golf Center ("Solano")located in Suisun, 
California for $1,107,958.  The Company assumed notes payable of 
$483,172 issued 399,276 shares of common stock of the Company for 
$598,914 and paid acquisition costs of $25,872.  Solano is 
located on approximately 20 acres and contains an approximate 
2,000  square foot retail facility with a 61 station lighted 
driving range and batting cages with 8 hitting stations.  The 
acquisition was recorded using the purchase method of accounting, 
by which the assets are valued at the fair market value at the 
date of acquisition.  The operating results of this acquisition 
have been included in the accompanying financial statements from 
the date of acquisition.

The allocation of the purchase price is as follows:

     Property and Equipment          $1,083,987
     Inventory                           71,164
     Accounts payable                   (47,193)
                                     -----------
          Total purchase price       $1,107,958
                                     ==========

4.     Commitments

On May 1 1997, the Company completed its restructuring of the 
operating lease of Harborside Golf Center in downtown San Diego, 
California.  On July 1, 1996, the Company entered into a sublease 
agreement with Harborside Golf Center, L.P.  The sublease 
agreement contained an option to purchase.  The restructuring was 
concluded with the Company entering into a 5 year ground lease 
agreement with Catellus Development Corporation through April 30, 
2002.  The ground lease contains one 5 year renewal option.  
Additionally, the Company entered into a 10 year Equipment Lease 
agreement with Columbia Funding Corporation through April 30, 
2007 unless terminated earlier pursuant to the early termination 
clause contained in the ground lease.  The ground lease lessor 
has the option to terminate the ground lease on or before 
November 1, 1998.

The Company has been notified that it is in non-monetary default 
on its approximately $400,000 note payable to Bank associated 
with Palms.

5.     Stockholders' Equity

On May 30, 1996, the Company completed its offer for sale in a 
private placement $2,025,000 in convertible subordinated notes 
("PP Notes").  The PP Notes were offered by Laidlaw Equities, 
Inc. ("Laidlaw") on a best efforts basis.  Net proceeds from 
the offering, after paying commissions and offering costs were 
approximately, $1,757,122.  The PP Notes bore interest at 12 
percent, with interest payable June 1 and December 1 of each year 
commencing on December 1, 1996.  The PP Notes were due on June 1, 
1997.  On October 21, 1996, $1,062,500 of the PP Notes including 
$56,025 in accrued interest, were converted into 356,138 shares 
of the Company's common stock.  During May 1997, $912,500 of the 
PP Notes including $40,638 in accrued interest were converted 
into 1,114,397 shares of the Company's common stock and the 
remaining $10,000 of the PP Notes were redeemed for cash.

6.     Convertible Subordinated Note Offering

During the nine months ended September 30, 1997, the Company 
raised $3,197,350 in convertible subordinated notes ("1997 
Notes").  Net proceeds from the offering, after paying 
commissions and offering costs were approximately, $2,785,000.  
The 1997 Notes bear interest at 10%, with interest payable 
January 1, April 1, July 1, and October 1 of each year commencing 
July 1, 1998.  The 1997 Notes are due on June 30, 2002.  
$1,984,000 of the 1997 Notes, including any accrued but unpaid 
interest, are convertible, at the option of the holder, at any 
time upon the earlier of (i) December 15, 1997 (ii) the date of 
delivery by the Company of notice to prepay the 1997 Notes (iii) 
date of delivery by the Company of notice to allow immediate 
conversion, into common shares of the Company at $1.05 per share.  
$1,093,350 of the 1997 Notes, including any accrued but unpaid 
interest, are convertible, at the option of the holder, at any 
time upon the earlier of (i) December 31, 1997 (ii) the date of 
delivery by the Company of notice to prepay the 1997 Notes (iii) 
date of delivery by the Company of notice to allow immediate 
conversion, into common shares of the Company at $1.35 per share.  
$120,000 of the 1997 Notes, including any accrued but unpaid 
interest, are convertible, at the option of the holder, at any 
time upon the earlier of (i) December 31, 1997 (ii) the date of 
delivery by the Company of notice to prepay the 1997 Notes (iii) 
date of delivery by the Company of notice to allow immediate 
conversion, into common shares of the Company at $1.40 per share.  
Under certain circumstances, the Company has the option to prepay 
the 1997 Notes, upon 15 days notice, subject to the noteholder's 
right to convert.  The discount resulting from the conversion 
right has been recorded to common stock in the amount of $509,023 
and is being amortized from date of issuance through the date of 
first conversion.


7.     New Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") recently 
issued Statement of Financial Accounting Standards No. 128 
"Earnings Per Share" ("SFAS 128") and Statement of Financial 
Accounting Standards No. 129 Disclosure of Information About an 
Entity's Capital Structure ("SFAS 129").  SFAS 128 provides a 
different method of calculating earnings per share than is 
currently used in accordance with Accounting Board Opinion 
("ABP") 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 129 establishes 
standards for disclosing information about an entity's capital 
structure.  SFAS 128 and SFAS 129 are effective for financial 
statements issued for periods ending after December 15, 1997.  
Their implementation is not expected to have a material effect on 
the consolidated financial statements.

In June 1997, FASB issued Statement of Financial Accounting 
Standard No. 130 "Reporting Comprehensive Income" ("SFAS 130") 
and Statement of Financial Accounting Standard No. 131 
"Disclosures about Segments of an Enterprise and Related 
Information" ("SFAS 131").  SFAS 130 establishes standard for 
reporting and display of comprehensive income, its components and 
accumulated balances.  Comprehensive income is defined to include 
all changes in equity except those resulting form investments by 
owners and distributions to owners.  Among other disclosures, 
SFAS 130 requires that all items that are required to be 
recognized under current accounting standards as components of 
comprehensive income be reported in a financial statement that 
displays with the same prominence as other financial statements.  
SFAS 131 supersedes Statement of Financial Accounting Standard 
No. 14 "Financial Reporting for Segments of a Business 
Enterprise."  SFAS 131 establishes standards of the way that 
public companies report information about operating segments in 
annual financial statements and requires reporting of selected 
information about operating segments in interim financial 
statements issued to the public.  It also establishes standards 
for disclosures regarding products and services, geographic areas 
and major customers.  SFAS 131 defines operating segments as 
components of a company about which separate financial 
information is available that is evaluated regularly by the chief 
operating decision maker in deciding how to allocate resources 
and in assessing performance.

SFAS 130 and SFAS 131 are effective for financial statements for 
periods beginning after December 15, 1997 and require comparative 
information for earlier years to be restated.  Because of the 
recent issuance of these standards, management has been unable to 
fully evaluate the impact, if any, the standards may have on 
future financial statement disclosures.  Results of operations 
and financial position, however, will be unaffected by the 
implementation of these standards.

8.     Liquidity Plan

The Company has approximately $2,056,000 of current liabilities 
relating to debts that come due within the next 12 months.  
Approximately $1,142,000 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 may continue to 
pursue debt and private equity funding.  The Company intends to 
use the proceeds for acquisition of, construction of and 
improvement of new and existing golf facilities, 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.

9.     Subsequent Events

Acquisition of Hitter's Haven.  In October 1997, the Company 
acquired the leasehold interest in Hitter's Haven for $1,112,259.  
The Company assumed notes payable of $887,523, issued 52,486 
shares of common stock of the Company for $100,000, and paid cash 
of $93,406 and acquisition costs of $31,330.

On November 10, 1997, the Company's shareholders approved an 
increase in the authorized common shares to 50,000,000 from 
9,000,000.


ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS 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 approximately 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 
commenced operating the Harborside Golf Center ("Harborside") 
on July 1, 1996 and entered into a long term lease on May 1, 
1997.  The Company commenced operations at Rocky Point Golf 
Center ("Rocky Point") on March 1, 1997, Solano Golf Center 
("Solano") on May 1, 1997 and Hitter's Haven on July 3, 1997.  
In addition, the Company is actively pursuing acquisition or 
development projects in various major cities across the United 
States.  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.  The Company commenced operations at Rocky Point on March 
1, 1997 and acquired Rocky Point for a combination of cash, notes 
and stock effective April 11, 1997.  The Company commenced 
operations at Solano on May 1, 1997 and acquired Solano for a 
combination of debt assumptions and stock effective September 11, 
1997.  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 September 30, 1997, as Compared to Three 
Months Ended September 30, 1996

     Total revenues increased 444%, to approximately $1,609,800 
for the three months ended September 30, 1997, from approximately 
$362,500 for the three months ended September 30, 1996.  In 1997, 
the Company derived revenue from golf course and learning center 
operations.  In 1996, the Company derived revenue from golf 
course and learning center operations and from management fees.  
Total revenue in 1997 increased compared to 1996 due to property 
acquisitions during the fourth quarter of 1996 and during 1997.

     Operating expenses increased 310% to approximately 
$2,153,200 for the three months ended September 30, 1997, from 
approximately $693,200 for the three months ended September 30, 
1996.  Operating costs increased to approximately $778,500 from 
$312,700 due to the acquisition of ICGP, GCGP and Palms during 
the fourth quarter of 1996 and the addition of Rocky Point, 
Solano and Hitter's Haven during 1997.  General and 
administrative expenses for the three months ended September 30, 
1997 increased to approximately $863,600 from $323,300 in 1996 
primarily due to property acquisitions during the fourth quarter 
of 1996 and during 1997.

     Depreciation and amortization expenses increased to 
approximately $231,000 in 1997 from approximately $31,000 in 1996 
due to the acquisition of ICGP, GCGP and Palms in the fourth 
quarter of 1996 and Rocky Point in 1997.

     Interest expense increased to $610,685 in 1997 from $181,450 
in 1996 primarily due to placement of $3,197,350 of convertible 
subordinated notes ("1997 Notes") in 1997, the ICGP and GCGP 
Notes in the fourth quarter of 1996, and debt associated with 
property acquisitions during 1996 and 1997.

     Other income decreased to $7,688 in 1997 from $19,925 in 
1996 as a result of the interest-bearing notes receivable being 
eliminated in consolidated as a result of the acquisition of GCGP 
and ICGP.

Nine Months Ended September 30, 1997, as Compared to Nine Months 
Ended September 30, 1996

     Total revenues increased 777%, to approximately $3,590,000 
for the nine months ended September 30, 1997, from approximately 
$462,000 for the nine months ended September 30, 1996.  In 1997, 
the Company derived revenue from golf course and learning center 
operations.  In 1996, the Company derived revenue from golf 
course and learning center operations and from management fees.  
Total revenue in 1997 increased compared to 1996 due to property 
acquisitions during the fourth quarter 1996 and during 1997.

     Operating expenses increased 461% to approximately 
$5,144,000 for the nine months ended September 30, 1997, from 
approximately $1,115,500 for the nine months ended September 30, 
1996.  Operating costs increased to approximately $1,625,500 from 
$312,700 due to the acquisition of ICGP, GCGP and Palms during 
the fourth quarter of 1996 and the addition of Rocky Point and 
Solano during 1997.  General and administrative expenses for the 
nine months ended September 30, 1997 increased to $2,255,874 from 
$735,965 in 1996 primarily due to property acquisitions during 
the fourth quarter of 1996 and during 1997.

     Depreciation and amortization expenses increased to 
approximately $652,000 in 1997 from approximately $40,700 in 1996 
due to the acquisition of ICGP, GCGP and Palms in the fourth 
quarter of 1996 and Rocky Point and Solano in 1997.

     Interest expense increased to $1,296,250 in 1997 from 
$243,940 in 1996 primarily due to placement of $3,197,350 of 1997 
Notes in 1997, the ICGP and GCGP Notes in the fourth quarter of 
1996, and debt associated with property acquisitions during 1996 
and 1997.

     Other income decreased to $23,717 in 1997 from $54,325 in 
1996 as a result of the interest-bearing notes receivable being 
eliminated in consolidation as a result of the acquisition of 
GCGP and ICGP.



Liquidity and Capital Resources

     At September 30, 1997, the Company had a working capital 
deficit of approximately $3,426,174, as compared to a working 
capital deficit of $7,530,662 at December 31, 1996. The decrease 
in working capital deficit is primarily due to reduction in the 
current portion of long-term debt resulting from conversion of 
$953,138 of the PP Notes (including accrued interest) into common 
stock and reclassification of the approximately $3,150,000 GCGP 
mortgage due to its extension to October 31, 1998.  The Company 
has approximately $2,056,000 of current liabilities relating to 
debts that come due within the next 12 months.  Approximately 
$1,142,000 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 the remaining mortgages and expects to receive new 
mortgages with maturity dates that extend beyond 12 months.  The 
Company raised $3,197,350 from the 1997 Notes.  In addition, the 
Company may continue to pursue debt and private equity funding.  
The Company intends to use the proceeds for acquisition of, 
construction of and improvement of new and existing golf 
facilities, 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 $1,679,900 in the nine months ended September 30, 
1997 compared with cash provided of approximately $93,000 in the 
nine months ended September 30, 1996.  The primary reason for the 
increase has been the increase in the net loss to $2,776,134 in 
the nine months ended September 30, 1997 from $855,124 in the 
nine months ended September 30, 1996.  In addition, the Company 
used accounts payable as a source of financing.  Trade accounts 
payable increased approximately $60,000 in the nine months ended 
September 30, 1997 and $573,200 in the nine months ended 
September 30, 1996.

     The cash used in investing activities decreased to 
approximately $481,800 in the nine months ended September 30, 
1997 from approximately $1,054,200 in the nine months ended 
September 30, 1996.  The primary reason for the decrease is the 
decrease in acquisition of fixed assets from approximately 
$825,000 in the nine months ended September 30, 1996 to 
approximately $239,000 in the nine months ended September 30, 
1997.

     The cash provided by financing activities increased to 
approximately $2,130,600 in the nine months ended September 30, 
1997 from approximately $1,012,200 in the nine months ended 
September 30, 1996.  The primary reason for the increase is an 
increase in the proceeds from the 1997 Notes.

     During May 1997, $912,500 of convertible subordinated notes 
and $40,638 of accrued interest were converted into 1,114,397 
shares of common stock.

     During the nine months ended September 30, 1997, the Company 
raised $3,197,350 from the 1997 Notes.  The 1997 Notes bear 
interest at 10%, with interest payable January 1, April 1, July 
1, and October 1 of each year commencing July 1, 1998.  The 1997 
Notes are due on June 30, 2002. $1,984,000 of the 1997 Notes, 
including any accrued but unpaid interest, are convertible, at 
the option of the holder, at any time upon the earlier of (i) 
December 15, 1997 (ii) the date of delivery by the Company of 
notice to prepay the 1997 Notes (iii) date of delivery by the 
Company of notice to allow immediate conversion, into common 
shares of the Company at $1.05 per share.  $1,093,350 of the 1997 
Notes, including any accrued but unpaid interest, are 
convertible, at the option of the holder, at any time upon the 
earlier of (i) December 31, 1997 (ii) the date of delivery by the 
Company of notice to prepay the 1997 Notes (iii) date of delivery 
by the Company of notice to allow immediate conversion, into 
common shares of the Company at $1.35 per share.  $120,000 of the 
1997 Notes, including any accrued but unpaid interest, are 
convertible, at the option of the holder, at any time upon the 
earlier of (i) December 31, 1997 (ii) the date of delivery by the 
Company of notice to prepay the 1997 Notes (iii) date of delivery 
by the Company of notice to allow immediate conversion, into 
common shares of the Company at $1.40 per share.  Under certain 
circumstances, the Company has the option to prepay the 1997 
Notes, upon 15 days notice, subject to the noteholder's right to 
convert.

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 spring of 1998, with the completion of 
the golf center scheduled for the late fall 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 entered into 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 early-1998, with the opening scheduled for late 1998. 
The proposed development budget is approximately $6 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 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 total expected cost of the New York Golf 
Center is expected to be approximately $6 million.  The Company 
expects to utilize debt and equity financing from banks and 
institutional or private lenders to fund such amount. 

Harborside Golf Center  On May 1 1997, the Company completed its 
restructuring of the lease of Harborside Golf Center in downtown 
San Diego, California.  On July 1, 1996, the Company entered into 
a sublease agreement with Harborside Golf Center, L.P.  The 
sublease agreement contained an option to purchase.  The 
restructuring was concluded with the Company entering into a 5 
year ground lease agreement with Catellus Development Corporation 
through April 30, 2002.  The ground lease contains one 5 year 
renewal option.  Additionally, the Company entered into a 10 year 
Equipment Lease agreement with Columbia Funding Corporation 
through April 30, 2007 unless terminated earlier pursuant to the 
early termination clause contained in the ground lease.  The 
ground lease lessor has the option to terminate the ground lease 
on or before November 1, 1998.

Rocky Point Golf Center  Effective April 11, 1997 the Company 
purchased the leasehold interest in Rocky Point Golf Center for 
$965,439.  The Company issued notes payable to the seller for 
$175,000, issued 517,649 shares of common stock of the Company 
for  $700,000, paid cash of $75,000 and acquisition costs of 
$15,439.  Rocky Point is a 70 station lighted and heated driving 
range with an associated practice chipping green and putting 
green.

Solano Golf Center  Effective September 11, 1997, the Company 
acquired 99% of the partnership interests for the Solano Golf 
Center ("Solano") for $1,107,958.  Solano is located on 
approximately 20 acres and contains an approximate 2,000  square 
foot retail facility with a 61 station lighted driving range and 
batting cages with 8 hitting stations.

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 Pronouncements

The Financial Accounting Standards Board ("FASB") recently 
issued Statement of Financial Accounting Standards No. 128 
"Earnings Per Share" ("SFAS 128") and Statement of Financial 
Accounting Standards No. 129 "Disclosure of Information About an 
Entity's Capital Structure ("SFAS 129").  SFAS 128 provides a 
different method of calculating earnings per share than is 
currently used in accordance with Accounting Board Opinion 
("ABP") 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 129 establishes 
standards for disclosing information about an entity's capital 
structure.  SFAS 128 and SFAS 129 are effective for financial 
statements issued for periods ending after December 15, 1997.  
Their implementation is not expected to have a material effect on 
the consolidated financial statements.

In June 1997, FASB issued Statement of Financial Accounting 
Standard No. 130 "Reporting Comprehensive Income" ("SFAS 130") 
and Statement of Financial Accounting Standard No. 131 
"Disclosures about Segments of an Enterprise and Related 
Information" ("SFAS 131").  SFAS 130 establishes standard for 
reporting and display of comprehensive income, its components and 
accumulated balances.  Comprehensive income is defined to include 
all changes in equity except those resulting form investments by 
owners and distributions to owners.  Among other disclosures, 
SFAS 130 requires that all items that are required to be 
recognized under current accounting standards as components of 
comprehensive income be reported in a financial statement that 
displays with the same prominence as other financial statements.  
SFAS 131 supersedes Statement of Financial Accounting Standard 
No. 14 "Financial Reporting for Segments of a Business 
Enterprise."  SFAS 131 establishes standards of the way that 
public companies report information about operating segments in 
annual financial statements and requires reporting of selected 
information about operating segments in interim financial 
statements issued to the public.  It also establishes standards 
for disclosures regarding products and services, geographic areas 
and major customers.  SFAS 131 defines operating segments as 
components of a company about which separate financial 
information is available that is evaluated regularly by the chief 
operating decision maker in deciding how to allocate resources 
and in assessing performance.

SFAS 130 and SFAS 131 are effective for financial statements for 
periods beginning after December 15, 1997 and require comparative 
information for earlier years to be restated.  Because of the 
recent issuance of these standards, management has been unable to 
fully evaluate the impact, if any, the standards may have on 
future financial statement disclosures.  Results of operations 
and financial position, however, will be unaffected by the 
implementation of these standards.



     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
     40,000 shares of common stock issued on July 14, 1997 in 
conjunction with restructuring of lease at Harborside Golf 
Center.  8,381 shares of common stock issued in conjunction with 
the acquisition of computer system at Harborside Golf Center on 
July 15, 1997.  399,276 shares of common stock issued on 
September 5, 1997 in conjunction with acquisition of Solano Golf 
Center.  25,000 shares issued to Prime Charter on September 15, 
1997 in exchange for investment banking services.

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 1997 
between MetroGolf Incorporated and the Purchasers of its 10% 
Convertible Subordinated Notes due 2002 (the 1997 PP Notes).**

          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)

          10.4(a) Form of outstanding Warrant Certificates, 
incorporated herein 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   Agreement of Lease between The Port Authority 
of New York and New Jersey and MetroGolf New York L.L.C. dated as 
of June 18, 1997 **

          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 Exhibit 10.24 to Form 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) 

          10.26   Employment Agreement between the Company and 
Craig Sloan effective as of February 20, 1997 (incorporated by 
reference to Exhibit 10.26 to Form 10-QSB for the quarter ended 
June 30, 1997).

          10.27   Lease agreement between Catellus Development 
Corporation and Metrogolf Harborside, Inc.  Catellus/MetroGolf 
Settlement Agreement between Catellus Development Corporation and 
MetroGolf (San Diego) Incorporated.  Equipment Lease between 
Columbia Funding and MetroGolf (Harborside) Incorporated.  
Termination of Sublease and Option Agreement between MetroGolf 
(San Diego) Incorporated, MetroGolf Incorporated and Harborside 
Golf Center, L.P. and Harborside Golf Center, Inc.  Lease 
Guaranty Agreement by MetroGolf Incorporated in favor of Columbia 
Funding Corporation 1997 (incorporated by reference to Exhibit 
10.26 to Form 10-QSB for the quarter ended June 30, 1997).

          10.28   Agreement of Purchase and Sale of Leasehold 
Interest and Leasehold Improvements between Parfect Golf 
Associates of Rocky Point and MetroGolf Incorporated 1997 
(incorporated by reference to Exhibit 10.26 to Form 10-QSB for 
the quarter ended June 30, 1997).

          10.29   Agreement of Purchase and Sale of Limited 
Partnership Interests between Edward W. Dolinar, Michael Dolinar, 
Richard Oldenburg, William Onesta, R.T. Rowe, Randy Rowe and Gary 
Rowe (collectively "Seller") and MetroGolf Incorporated 
("Purchaser") dated as of July 7, 1997 **

          **- filed herewith



          11   Statement Regarding Computation of Earnings per 
Share

          (B)     Reports on Form 8-K
               None during the quarter ended September 30, 1997


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


Historical weighted average number of shares outstanding is 
summarized as follows:
                      Three months          Nine months
                         Ended                 ended
                      September 30,  September 30,  September 30,
                          1997           1997            1996
                      -------------  -------------  -------------

Weighted average 
number of common 
shares outstanding      4,027,661       3,004,677       680,782 
                      -------------  -------------  -------------
Warrants outstanding                                    288,160
Less treasury stock 
that could be 
repurchased with 
proceeds of exercised
warrants                                                (91,800)
                                                    -------------  
Assumed exercise of 
warrants                                                196,360 
                                                    -------------
Historical weighted 
average number of 
common shares 
outstanding             4,027,661       3,004,677	       877,142 
                      =============  =============  ============

Primary and Fully Diluted Earnings Per Share

                                  For the Three Months Ended
                             September 30,          September 30,
                                 1997                   1996
                             -------------          -------------

Loss applicable to common
Stock                        ($1,132,294)              $(537,800)
                             ============            ============
Weighted average number of
common shares outstanding      4,027,661                 877,142 
                             ============            ============
Primary and Fully Diluted
   Earnings Per Share         $    (0.28)               $  (0.61)
                             ============            ============


                                   For the Nine Months Ended
                             September 30,          September 30,
                                 1997                   1996
                             -------------          -------------

Loss applicable to common
 Stock                        ($2,776,134)             $(983,094)
                             =============          =============
Weighted average number of
common shares outstanding       3,004,677	                877,142 
                             =============          =============
Primary and Fully Diluted
   Earnings Per Share        $      (0.92)	          $      (1.12)
                             =============          =============



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:   November 14, 1997           /s/ Charles D. Tourtellotte
        -----------------          ----------------------------
                                   Charles D. Tourtellotte
                                   President



DATE:   November 14, 1997          /s/ J.D. Finley
        -----------------          ---------------
                                   J.D. Finley
                                   Chief Financial Officer