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 June 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 August 12, 1997
-----------------------------------------------------------------
Common stock, no par value                     3,922,539  shares
                                               ---------


METROGOLF INCORPORATED
FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS

PAGE

PART I - FINANCIAL INFORMATION
     ITEM 1. Consolidated Financial Statements

     Consolidated Balance Sheets as of June 30,
     1997 (Unaudited) and December 31, 1996


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

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

     Consolidated Statements of Cash Flows (Unaudited)
     for the six months ended June 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



                                     June 30,
                                        1997         December 31,
                                    (Unaudited)          1996
                                    -----------      ------------
ASSETS
Current Assets
    Cash and cash equivalents   $      156,035     $     904,146
    Inventories                        185,673           157,577
    Accounts receivable                 58,071            31,897
    Other current assets                51,197            68,309
                                ---------------    --------------
                                       450,976         1,161,929 
                                ---------------    --------------
Property and equipment, net of
     accumulated depreciation
     of $549,091 and $205,342       14,290,205        13,524,145
                                ---------------    -------------

Other Assets
     Excess of cost over net
     assets acquired                 1,537,239         1,537,239
     Debt issue costs                  372,660           133,939
     Loan fees                         106,205           106,205
     Organization costs                 89,744            89,744
                                ---------------    --------------
                                     2,105,848         1,867,127
     Less accumulated
     amortization                     (209,157)          (97,825)
                                ---------------    --------------
                                     1,896,691         1,769,302
     Deferred acquisition costs        258,683            78,791
     Other receivable                        -            82,372
     Deferred offering costs                 -            15,000
     Other assets                       89,565            72,371
                                ---------------    --------------
Total other assets                   2,244,939         2,017,836
                                ---------------    --------------
TOTAL ASSETS                      $ 16,986,120      $ 16,703,910
                                   ================    ===============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts payable             $   1,422,200     $   1,380,947
    Checks written against 
     future deposits                         -           122,546
    Accrued expenses and other 
     current liabilities               831,327           859,292
    Deferred revenue                   210,790           218,633
    Lines of credit                     10,000                 -
    Current portion of long-term
     debt and capital lease 
     obligations                     5,095,176         6,111,173
                                ---------------    --------------
                                     7,569,493         8,692,591
                                ---------------    --------------

Long term debt and capital 
    lease obligations, less 
    current portion                  5,462,179         4,133,342
                                ---------------    --------------

Minority interest in 
    consolidated subsidiaries          282,341           319,024
                                ---------------    --------------

Stockholders' Equity
    Common stock -- No par 
     value: 9,000,000 shares
     authorized; 3,874,158 and
     2,233,775 shares issued
     and outstanding at June 30,
     1997 and December 31, 1996      8,549,481         6,792,487
    Notes receivable, stockholder      (82,511)          (82,511)
    Accumulated deficit             (4,794,863)       (3,151,023)
                                 --------------    --------------
                                     3,672,107         3,558,953
                                 --------------    --------------

TOTAL LIABILITIES AND 
     STOCKHOLDERS' EQUITY         $ 16,986,120      $ 16,703,910
                                 ==============    ==============




"See accompanying notes to consolidated financial statements."


MetroGolf Incorporated
Consolidated Statements of Operations
(Unaudited)

                                      For the Three Months Ended
                                      June 30,          June 30,
                                        1997              1996
                                  -------------    --------------
Revenues
     Green fees and driving range $    832,663     $           -
     Membership                        137,864                 -
     Merchandise                       162,977                 -
     Food and beverage                 112,501                 -
     Instruction                        93,364                 -
     Management fees, related
      parties                                -            50,218
     Administration                     30,201                 -
                                  -------------    --------------
Total revenues                       1,369,570            50,218
                                  -------------    --------------

Operating expenses
     Range and course operations       500,905                -
     Food and beverage                  96,090                -
     Membership                         60,810                -
     Instruction expense                50,301                -
     General and administrative        624,765          196,019
     Depreciation and amortization     239,798            4,825
                                  -------------    -------------
Total operating expenses             1,572,669          200,844
                                  -------------    -------------

Loss from operations                  (203,099)        (150,626)
                                  -------------    -------------

Other income (expenses)
     Interest expense                 (355,454)         (55,560)
     Other                               2,325           17,941
                                  -------------    -------------
Total other income (expense)          (353,129)         (37,619)
                                  -------------    -------------
Equity in loss of affiliates                 -           (1,310)
                                  -------------    -------------
Minority interest in (income)
 loss of subsidiaries                      (32)          (3,120)
                                  -------------    -------------

Net loss                              (556,260)        (192,675)
Dividend requirements on 
 preferred stock                             -           42,656
                                  -------------    -------------
Loss applicable to common stock   $   (556,260)    $   (235,331)
                                  =============    =============

Net loss per common share         $      (0.20)    $      (0.27)
                                  =============    =============
Weighted average number of 
      common shares outstanding      2,732,881          877,142
                                  =============    =============


"See accompanying notes to consolidated financial statements"

MetroGolf Incorporated
Consolidated Statements of Operations
(Unaudited)

                                        For the Six Months Ended
                                       June 30,          June 30,
                                         1997              1996
                                  --------------    -------------
Revenues
     Green fees and driving range $   1,151,058     $          -
     Membership                         267,940                -
     Merchandise                        233,382                -
     Food and beverage                  141,486                -
     Instruction                        127,076                -
     Management fees,
       related parties                        -           99,275 
     Administration                      58,994                -
                                  --------------    -------------
Total revenues                        1,979,936           99,275 
                                  --------------    -------------

Operating expenses
     Range and course operations        847,026                -
     Food and beverage                  121,648                -
     Membership                         138,333                -
     Instruction expense                 70,780                -
     General and administrative       1,392,284          412,646
     Depreciation and amortization      420,851            9,650
                                  --------------    -------------
Total operating expenses              2,990,922          422,296
                                  --------------    -------------

Loss from operations                 (1,010,986)        (323,021)
                                  --------------    -------------
Other income (expenses)
     Interest expense                  (685,565)         (62,490)
     Other                               16,029           34,400
                                  --------------    -------------
Total other income (expense)           (669,536)         (28,090)
                                  --------------    -------------
Equity in loss of affiliates                  -           (2,629)
                                  --------------    -------------
Minority interest in (income)
     loss of subsidiaries                36,682           (6,240)
                                  --------------    -------------
Net loss                             (1,643,840)        (359,980)

Dividend requirements on 
     preferred stock                          -           85,312
                                  --------------    -------------
Loss applicable to common stock   $  (1,643,840)    $   (445,292)
                                  ==============    =============

Net loss per common share         $       (0.66)    $      (0.51)
                                  ==============    =============
Weighted average number of 
      common shares outstanding       2,484,707           877,142
                                  ==============    =============


"See accompanying notes to consolidated financial statements" 

MetroGolf Incorporated
Consolidated Statements of Cash Flows
(Unaudited)

                                       For the Six Months Ended
                                       June 30,        June 30,
                                         1997            1996
                                   -------------    -------------

Increase (Decrease) in Cash 
and Cash Equivalents
OPERATING ACTIVITIES
    Net loss                       $ (1,643,840)    $   (359,980)
    Adjustments to reconcile net 
       loss to net cash provided 
       by (used in) operating 
       activities
            Depreciation                365,327            9,650
            Amortization                 55,524                -
            Gain on sale of asset        (6,661)               -
            Interest                    142,394           22,323
            Equity in loss of 
              affiliates                      -            2,629
            Minority interest in 
              (income) loss of 
              consolidated 
              subsidiaries              (36,682)           6,240
            Changes in operating 
              assets and 
              liabilities
                 Management fee 
                 receivable, 
                 related party                -           44,005
                 Deferred revenue        (7,843)               -
                 Inventories            (28,096)               -
                 Accounts 
                 receivable and 
                 other current 
                 assets                  (9,062)            (736)
                 Accounts payable        41,253          167,957
                 Accrued salaries             -          181,674
                 Accrued expenses 
                 and other current
                 liabilities            (27,965)          18,804
                                  --------------    -------------
Net Cash Provided by (Used in)
Operating Activities                 (1,155,651)          92,566
                                  --------------    -------------
INVESTING ACTIVITIES
    Restricted cash                           -          222,700
    Payments for notes receivable,
      related parties                         -          (92,095)
    Payments for notes receivable,
      stockholder                             -          (46,024)
    Acquisition of fixed assets         (84,296)               -
    Disposition of fixed assets          20,798                -
    Payments for deferred 
      acquisition costs                (179,892)         (87,855)
    Payment for deposit on 
      acquisition                             -          (50,000)
    Deferred offering costs                   -                -
    Deposits and other assets           (17,195)         (20,000)
                                  --------------    -------------
Net Cash (Used in) 
      Investing Activities             (260,585)         (73,274)
                                  ---------------    ------------


FINANCING ACTIVITIES
    Prior checks written against
       current deposits                (122,546)               -
    Proceeds from convertible 
       subordinated notes payable     1,184,000        2,025,000
    Payments on line of credit                -         (246,937)
    Payments on long-term debt         (169,608)          (8,508)
    Payments on note payable, 
       officer                                -          (22,002)
    Payments for debt issue costs      (223,721)        (267,878)
    Payments for deferred 
       offering costs                         -         (185,450)
                                  --------------    -------------
Net Cash Provided by
      Financing Activities              668,125        1,294,225
                                  --------------    -------------

Increase (Decrease) in Cash 
      and Cash Equivalents             (748,111)       1,313,517

Cash and Cash Equivalents,
      Beginning of Period               904,146              324
                                  --------------    -------------

Cash and Cash Equivalents,
      End of Period               $     156,035     $  1,313,841
                                  ==============    =============



"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 
six-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 June 30, 1997 and 1996.

2.     Supplemental Data to Statements of Cash Flows

                                For the Six Months Ended
                              June 30,            June 30,
                                1997                1996
                             ----------          ----------
  Cash payments for interest   $630,973             $42,240

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

Increase in common stock for
  discount on debt                    -            $243,600

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 for 
common stock and debt          $875,000                   -

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


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
                                      ========


4.     Commitments

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.


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, $952,500 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 six months ended June 30, 1997, the Company raised 
$1,184,000 in convertible subordinated notes ("1997 Notes").  Net 
proceeds from the offering, after paying commissions and offering 
costs were approximately, $960,279.  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.  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 
70% of the price of the common stock of the Company at the 
issuance of the 1997 Notes.  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.

7.     New Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") has 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 
("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 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.



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 
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 and Solano Golf Center 
("Solano") on May 1, 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.  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 June 30, 1997, as Compared to Three Months 
Ended June 30, 1996

     Total revenues increased 2,739%, to approximately $1,369,600 
for the three months ended June 30, 1997, from approximately 
$50,000 for the three months ended June 30, 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 783% to approximately 
$1,573,000 for the three months ended June 30, 1997, from 
approximately $201,000 for the three months ended June 30, 1996.  
Operating costs increased to approximately $708,000 from $0 due 
to the addition of operating properties in the third quarter of 
1996, 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 three months 
ended June 30, 1997 increased to $624,765 from $196,019 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 $240,000 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 $355,454 in 1997 from $55,560 
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 $2,325 in 1997 from $17,941 in 
1996 as a result of the interest-bearing notes receivable being 
consolidated as a result of the acquisition of GCGP and ICGP.

Six Months Ended June 30, 1997, as Compared to Six Months Ended 
June 30, 1996

     Total revenues increased 2,000%, to approximately $1,980,000 
for the six months ended June 30, 1997, from approximately 
$99,000 for the six months ended June 30, 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 709% to approximately 
$2,991,000 for the six months ended June 30, 1997, from 
approximately $422,000 for the six months ended June 30, 1996.  
Operating costs increased to approximately $1,177,800 from $0 due 
to the addition of operating properties in the third quarter of 
1996, 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 six months 
ended June 30, 1997 increased to $1,392,284 from $412,646 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 $421,000 in 1997 from approximately $9,600 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 $685,565 in 1997 from $62,490 
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 $16,029 in 1997 from $34,400 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 June 30, 1997, the Company had a working capital deficit 
of approximately $7,118,500, as compared to a working capital 
deficit of $7,530,700 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.  The Company has approximately $5,095,000 of current 
liabilities relating to debts that come due within the next 12 
months.  Approximately $4,700,000 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 $1,184,000 in convertible 
subordinated notes ("the 1997 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 $1,156,000 in the six months ended June 30, 1997 
compared with cash provided of approximately $93,000 in the six 
months ended June 30, 1996.  The primary reason for the increase 
has been the increase in the net loss to $1,643,840 in the six 
months ended June 30, 1997 from $359,980 in the six months ended 
June 30, 1996.  In addition, the Company used accounts payable as 
a source of financing.  Trade accounts payable increased $41,000 
in the six months ended June 30, 1997 and $168,000 in the three 
months ended June 30, 1996.

     The cash used in investing activities increased to 
approximately $261,000 in the six months ended June 30, 1997 from 
approximately $73,000 in the six months ended June 30, 1996.  The 
primary reason for the increase is the elimination of $222,000 
restricted cash as a source of cash from investing activities.

     The cash provided by financing activities decreased to 
approximately $668,000 in the six months ended June 30, 1997 from 
approximately $1,294,000 in the six months ended June 30, 1996.  
The primary reason for the decrease is a reduction in the 
proceeds from convertible subordinated notes payable.

     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 six months ended June 30, 1997, the Company 
raised $1,184,000 in convertible subordinated notes ("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.  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 70% of the price of the 
common stock of the Company at the issuance of the 1997 Notes.  
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 late fall of 1997, with the completion 
of the golf center scheduled for the late summer 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 late-1997, with the opening scheduled for fall 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 May 1, 1997, the Company entered 
into an agreement to operate the Solano Golf Center ("Solano").  
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") has 
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 
("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 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.


    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
     1,114,397 shares of common stock issued in conjunction with 
conversion of $912,500 of convertible subordinated notes issued 
May 1996 plus accrued interest of $40,638.  517,649 shares of 
common stock valued at $700,000 issued in conjunction with the 
acquisition of Rocky Point Golf Center on June 9, 1997.  8,334 
shares of common stock issued to Cantor Seinuk Group, P.C. on May 
9, 1997 in conjunction with engineering services relating to the 
New York Golf Center. 

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)

     10.4(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    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 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 **

     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 **

     10.28    Agreement of Purchase and Sale of Leasehold 
              Interest and Leasehold Improvements between Parfect 
              Golf Associates of Rocky Point and MetroGolf 
              Incorporated **

     **- filed herewith



     11       Statement Regarding Computation of Earnings per 
              Share

          (B)     Reports on Form 8-K
     None during the quarter ended June 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         Six months
                               ended               ended
                              June 30,      June 30,     June 30,
                                1997          1997         1996
                            -----------   -----------   ---------
Common stock outstanding     2,732,881     2,484,707     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     2,732,881     2,484,707     877,142
                            ===========   ===========   =========

Primary and Fully Diluted Earnings Per Share

                                   For the Three Months Ended
                                    June 30,        June 30,
                                      1997            1996
                                  ------------   ------------
Loss applicable to common stock    $(556,260)     $(235,331)
                                  ============   ============
Weighted average number of common
   shares outstanding              2,732,881        877,142 
                                  ============   ============
Primary and Fully Diluted
   Earnings Per Share              $   (0.20)      $   (0.27)
                                  ============   ============


                                   For the Six Months Ended
                                    June 30,	      June 30,
                                      1997          1996
                                  ------------   ------------

Loss applicable to common stock   ($1,643,840)     $(445,292)
                                  ============   ============
Weighted average number of common
   shares outstanding               2,484,707	        877,142 
                                  ============   ============
Primary and Fully Diluted
   Earnings Per Share              $    (0.66)	     $   (0.51)
                                  ============   ============


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:   August 13, 1997           /s/ Charles D. Tourtellotte
        ---------------           ---------------------------
                                  Charles D. Tourtellotte
                                  President



DATE:   August 13, 1997           /s/ J.D. Finley
        ---------------           ---------------
                                  J.D. Finley
                                  Chief Financial Officer