UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                     Washington D.C. 20549

                          Form 10-QSB

         QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
         OF THE SECURITIES AND EXCHANGE ACT OF 1934 
        FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                       BUSINESS ISSUERS

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

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

              501 Deep Valley Drive, Suite 300
              --------------------------------
       Rolling Hills Estates, California         90274
   ------------------------------------------------------
     (Address of principal executive offices)  (Zip Code)

       Issuer's telephone number    (310) 265-0721
                                    --------------

Check whether the issuer (1) filed all reports required to be 
filed by Section 13 or 15 (d) of the Exchange Act during the 
past 12 months (or for such shorter period that the Registrant 
was required to file reports), and (2) has been subject to such 
filing requirements for the past 90 days.

Yes  X   No
    ----

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

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

   Class                Outstanding at September 30, 1997
   -----                ----------------------------
Common stock, 
no par value                    7,750,432


<PAGE>
PART 1  FINANCIAL INFORMATION

Geo Petroleum, Inc.   
Unaudited Condensed Balance Sheet   
<TABLE>   
<CAPTION>
                                      September 30,  December 31,
                                          1997          1996
                                      -------------  ------------
<S>                                   <C>            <C>
Assets
Current assets:
 Cash and cash equivalents            $   289,819    $ 2,228,826
 Accounts receivable:
   Accrued oil and gas revenues            30,635        151,586
   Joint interest and other               805,277        419,361
 Prepaid expenses and other                69,072         52,876
                                      ------------   ------------
Total current assets                    1,194,803      2,852,649
   
   
Property and equipment:
 Oil and gas properties                 6,502,070      4,927,176
 Office furniture and equipment           129,871         51,989
                                      ------------   ------------
                                        6,631,942      4,979,165
 Accumulated depletion and 
   depreciation                        (1,182,552)    (1,098,805)
                                      ------------   ------------
                                        5,449,390      3,880,360

                                      ------------   ------------
Total assets                          $ 6,644,192    $ 6,733,009
                                      ============   ============
</TABLE>





















<PAGE>
Geo Petroleum, Inc.
Unaudited Condensed Balance Sheet
<TABLE>
<CAPTION>   
                                      September 30,  December 31,
                                          1997          1996
                                      -------------  ------------
<S>                                   <C>            <C>
Liabilities and shareholders' equity
Current liabilities:
 Accounts payable:
   Accrued royalties                  $   359,666    $   431,388
   Trade and other                        234,403        396,110
   Dividends payable                            -         14,104
 Accrued expenses                         100,752        119,643
 Current portion of notes payable         590,000        325,022
                                      ------------   ------------
Total current liabilities               1,284,821      1,286,267
   
Long term portion of notes payable        220,824        530,000

Redeemable convertible preferred stock
 $1,000 par value; authorized 100,000 
 shares; no shares issued and 
 outstanding at September 30, 1997              -        101,289
Stockholders' equity
 Common stock, no par value; 
 authorized 50,000,000 shares; 
 issued and outstanding 
 7,750,432 and 7,603,324 shares at 
 September 30, 1997 and 
 December 31, 1996, respectively        6,686,185      6,615,634
 Accumulated deficit                   (1,547,638)    (1,800,181)
                                      ------------   ------------
Total stockholders' equity              5,138,548      4,815,453
                                      ------------   ------------
Total liabilities and stockholders' 
 equity                               $ 6,644,192    $ 6,733,009
                                      ============   ============
</TABLE>
















<PAGE>
Geo Petroleum, Inc.
Unaudited Condensed Statements of Operations
<TABLE>
<CAPTION>   
                                          Three Months Ended
                                             September 30,
                                             -------------
                                          1997            1996
                                      ------------   ------------
<S>                                   <C>            <C>
Revenues:
 Oil and gas sales                    $   149,450    $   220,559
 Other revenue                            414,288        164,431
 Interest income                            7,795            153
                                      ------------   ------------
                                          571,533        385,144

Expenses:
 Lease operating expenses                 106,038        213,086
 Depletion, depreciation, and 
  amortization                             37,787         49,121
 General and administrative                84,090         65,682
 Interest expense                          18,798         77,825
                                      ------------   ------------
Income (loss) before income taxes         324,820        (20,570)
Provision for income taxes                      -              -
                                      ------------   ------------
Net income (loss)                         324,820        (20,570)
Less preferred stock dividends                  -        (16,305)
                                      ------------   ------------
Net income (loss) applicable to 
 common stock                         $   324,820    $   (36,875)
                                      ============   ============
   
Net income (loss) per share of 
 common stock                         $      0.04    $     (0.01)
                                      ============   ============
   
Weighted average number of common 
 shares outstanding, assuming 
 warrant conversion                     8,748,393      5,203,787
                                      ============   ============
</TABLE>













<PAGE>
Geo Petroleum, Inc.
Unaudited Condensed Statements of Operations
<TABLE>
<CAPTION>
                                           Nine Months Ended
                                             September 30,
                                             -------------
                                          1997           1996
                                      ------------   ------------
<S>                                   <C>            <C>   
Revenues:
 Oil and gas sales                    $   564,894    $   646,756
 Other revenue                            640,814        335,512
 Interest income                           34,054          4,382
                                      ------------   ------------
                                        1,239,763        986,650

Expenses:
 Lease operating expenses                 480,055        615,775
 Depletion, depreciation, and 
  amortization                            101,520        147,363
 General and administrative               332,039        203,792
 Interest expense                          58,375        238,665
                                      ------------   ------------
Income (loss) before income taxes         267,775       (218,945)
Provision for income taxes                      -              -
                                      ------------   ------------
Net income (loss)                         267,775       (218,945)
Less preferred stock dividends                  -        (44,346)
                                      ------------   ------------
Net income (loss) applicable to 
 common stock                         $   267,775    $  (263,291)
                                      ============   ============
   
Net income (loss) per share of 
 common stock                         $      0.03    $     (0.05)
                                      ============   ============

Weighted average number of common 
 shares outstanding, assuming 
 warrant conversion                     8,748,393      5,203,787
                                      ============   ============
</TABLE>













<PAGE>
Geo Petroleum, Inc.
Unaudited Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
                                           Nine Months Ended
                                              September 30,
                                              -------------
                                           1997          1996
                                      ------------   -----------
<S>                                   <C>            <C>
Operating activities
Net income (loss)                     $   267,775    $ (218,945)
Adjustments to reconcile net income 
 (loss) to net cash provided by 
 (used in) operating activities:
 Depletion and depreciation               101,520       147,363
 Gain on sale of property and 
  equipment                                36,000      (166,000)
 Changes in operating assets and 
  liabilities:
   Accounts receivable                   (264,965)       (9,365)
   Prepaid expenses and other             (16,196)            -
   Financing and restructuring                  -             -
   Accounts payable                      (247,533)       206,843
   Accrued expenses                       (18,891)        27,758
                                      ------------   -------------
Net cash provided by (used in) 
 operating activities                    (142,289)       (12,346)

Investing activities
Additions to property and equipment    (1,824,468)      (353,369)
Sale of property                          (36,000)       166,000
                                      ------------   -------------
Net cash used in investing activities  (1,860,468)      (187,369)

Financing activities
Proceeds from notes payable               221,143        151,246
Payments on notes payable                (120,000)       (66,994)
Bank overdraft (line of credit)           (17,006)             -
Common stock sold in private 
 placements                                 8,065              -
Preferred stock sold                            -        130,156
Dividends paid                               (750)             -
Preferred stock redeemed                  (27,702)             -
                                      ------------   -------------
Net cash provided by financing 
 activities                                63,751        214,408
                                      ------------   -------------
Net increase (decrease) in cash and 
 cash equivalents                      (1,939,007)        14,694

Cash and cash equivalents at 
 beginning of period                    2,228,826        100,565
                                      ------------   -------------
Cash and cash equivalents at 
 end of period                        $   289,819    $   115,259
                                      ============   =============
   
Supplemental disclosure of cash 
 flow information:
Cash paid during the period 
 for interest                         $    58,375    $   238,665
                                      ============   ============
Cash paid during the period for 
 income taxes                         $         -    $         -
                                      ============   ============
</TABLE>

<PAGE>

                       Geo Petroleum, Inc.
                    Statements of Cash Flows

September 30, 1997 Supplemental disclosure of non-cash investing and 
financing activities:

During the nine month period ended September 30, 1997, the Company 
issued 29,326 shares of the Company's common stock and 14,663 
three-year warrants for the purchase of restricted common stock 
at $3 per share in exchange for the retirement of certain notes 
payable aggregating $73,314.  During the nine-month period ended 
September 30, 1997, the Company redeemed $28,452 in preferred stock.  
The Company issued 29,135 shares of the Company's stock and 
14,567 three-year warrants for the purchase of restricted common 
stock at $3 per share in exchange for the retirement of 73 
shares of the Company's redeemable convertible preferred stock 
aggregating $72,837. The common stock in said transactions is 
currently a non-marketable security.  The common stock cannot be 
sold in the public market for a period of one year from the date 
of conversion, or until the registration of the common stock in 
a Secondary Public Offering, whichever occurs first.


































<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         September 30, 1997

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

COMMON STOCK SPLIT

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

CASH AND CASH EQUIVALENTS

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

INVESTMENT IN PARTNERSHIP

Included in oil and gas properties is an investment in a general 
partnership that was created in 1991 to produce oil at a well 
located on one of the Company's oil and gas properties. The 
Company is the managing partner in this general partnership, and 
this investment is accounted for under the pro rata consolidation 
method.

PROPERTY AND EQUIPMENT

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







<PAGE>
All capitalized costs of oil and gas properties, including the 
estimated future costs to develop proved reserves, are depleted 
over the estimated useful lives of the properties by application 
of the unit-of-production method using only proved oil and gas 
reserves, excluding future estimated costs and related proved 
undeveloped oil reserves at the Vaca Oil Sands property. 
The evaluations of the oil and gas reserves were prepared by 
Sherwin D. Yoelin, a petroleum engineer. Depletion expense 
recorded for the years ended December 31, 1996 and 1995 was 
$83,417 and $196,484, respectively.

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

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

Depreciation of office equipment and furniture is computed using 
the straight-line method, with depreciation rates based upon 
their estimated useful lives, which range between five and seven 
years. Depreciation expense was $5,179 and $5,198 for the years 
ended December 31, 1996 and 1995, respectively.

REVENUE

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

The Company had one significant customer in 1997 and 1996 which 
comprised approximately 82% and 53% of gross oil and gas sales, 
respectively.

EARNINGS (LOSS) PER COMMON SHARE

Net income (loss) per common share is based upon average number 
of outstanding common shares, adjusted for the stock split 
described above, during each year (8,748,393 shares in 1997 and
7,603,324 shares in 1996).  Such calculations for 1997 
assume exercise of outstanding warrants into common stock. 








<PAGE>
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts 
of assets and liabilities and disclosures of contingent assets 
and liabilities at the date of the financial statements and the 
reported amounts of revenues and expenses during the reporting 
period. Actual results could differ from those estimates.

2.  ACQUISITION OF DRAKE INVESTMENT CORP.

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

3.  FARM-OUT OF VACA OIL SANDS PROPERTY

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

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

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








<PAGE>
4.  NOTES PAYABLE
Notes payable consist of the following:
<TABLE>
<CAPTION>
                                                    September 30,
                                                        1997
                                                    -------------
<S>                                                 <C>
Note payable to bank                                 $   605,173
Convertible subordinated debentures                      205,650
                                                     ------------
                                                         810,823
Less current portion                                    (590,000)
                                                     ------------
Total long-term debt                                 $   220,824
                                                     ============
</TABLE>

CONVERTIBLE SUBORDINATED DEBENTURES

During the nine month period ended September 30, 1997, the Company
Issued $205,650 in convertible subordinated debentures.  $166,250 of
these debentures were issued to Gerald and Alyda Raydon, principals of
the Company, in exchange for cash.  The debentures are transferable
only on the books of the Corporation by the holder in person or by
Attorney upon surrender of the debenture certificate properly endorsed.

Said debentures are issued under the following terms:
Term:  three years. 
Yield:  10% per year. 
Interest payments:  monthly. 
Conversion rights:  convertible into common stock for a period 
of three years. 
Conversion price:  $4.50 (10% discount off the closing price at 
the date of the debenture). 
Registration rights:  on demand on sixty days' notice. 
Maturity:  principal and any accrued interest will be paid in 
full at the end of three years. 
Corporate obligation:  the debentures are the unconditional 
corporate obligations of Geo Petroleum, Inc.

During the nine month period ended September 30, 1997, the Company 
issued 29,326 shares of the Company's common stock and 14,663 
three-year warrants for the purchase of restricted common stock 
at $3 per share in exchange for the retirement of certain notes 
payable aggregating $73,314.  The common stock in said 
transactions is currently a non-marketable security.  The common 
stock cannot be sold in the public market for a period of one 
year from the date of conversion, or until the registration of 
the common stock in a Secondary Public Offering, whichever 
occurs first. At September 30, 1997, there were no notes payable by 
the Company to investors.




<PAGE>
During 1996, $171,246 of new notes payable to investors were 
issued, $325,178 of notes payable were repaid, $142,863 of notes 
payable were exchanged for shares of the Company's common stock, 
and $66,246 of notes payable were exchanged for shares of the 
Company's redeemable convertible preferred stock.

NOTE PAYABLE TO BANK

The note payable to bank bears interest at prime plus 2.0%. At 
September 30, 1997 and December 31, 1996, the prime rate was 8.5%.
Interest payments are due monthly. During 
1996 and 1995, the bank extended the maturity of the note 
several times. On October 11, 1996, retroactive to June 15, 
1996, the bank amended certain terms and extended the maturity 
date of the note from June 15, 1996 to January 1, 1998, 
including a $750,000 principal payment due January 15, 1997 and 
subsequent principal payments in the amount of $20,000 per month 
due on the 15th of each month beginning April 15, 1997. On 
December 13, 1996, the Company made the principal payment of 
$750,000. As of September 30, 1997, the Company was in compliance 
with all loan covenants.

During most of 1995 and 1996, the Company was not in compliance 
with certain loan covenants, including restrictions on incurring 
additional debt and failure to make certain payments to outside 
vendors on a timely basis. While the bank did not take any 
action regarding such noncompliance, the covenants were not 
waived through this period. As a result, the bank note payable 
was classified as current at December 31, 1995.

In 1990, the Company issued 273,669 shares of common stock, an 
option to purchase 180,660 additional shares of common stock at 
$2.35 per share and a recorded deed of trust on 20% of the 
Company's interest in its Vaca Oil Sands property to certain 
parties in exchange for those parties providing the collateral, 
35,000 shares of Union Pacific Corp. common stock, for the 
Company's note payable to a bank. The consideration issued was 
valued at $300,000, its estimated fair market value, and was 
amortized as additional loan costs over five years. The 35,000 
shares of Union Pacific Corp. common stock is held in a trust 
and had an approximate value of $2,041,000 at September 30, 1997. 
In the event of default on the bank note payable, the parties 
providing the collateral may take steps to recover from the 
Company the value of any collateral taken by the bank. The 
collateral agreements and the stock purchase option expired on 
September 11, 1995. During 1996, in connection with the 
extension of the maturity date of the bank note payable to 
January 1, 1998, the collateral agreement was extended to 
January 1, 1998. As compensation for this extension, the Company 
issued 51,040 shares of the Company's common stock to the owners 
of the collateral. The parties agreed that the stock issued had 
a value of $53,592 or $1.05 per share.




<PAGE>
5.  RELATED PARTY TRANSACTIONS

The Company has entered into agreements with another entity to 
sell gas and offer waste disposal services at certain locations. 
The principal officer/shareholder of the Company is also the 
principal officer/shareholder of the other entity. Total revenue 
to the Company from these agreements was $339,838 and $127,000 
in 1997 and 1996, respectively. At September 30, 1997 and December 
31, 1996, the Company had a net receivable balance of $595,986 
and $191,230, respectively, from the other entity.

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

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

During the first nine-month period of 1997, notes payable by the 
Company to a relative of the principal officer/shareholder 
totaling $52,212 were converted into: $40,197 in cash; $9,014 
into 3,606 shares of the Company's common stock (see Note 7); 
and $3,000 in Net Profit Interests in the Vaca Oil Sand 
Property. Additionally, 1,803 warrants were issued to purchase a 
share of the Company's common stock at $3.00 per share which 
expire at various dates during 2000. The common stock in said 
transactions is currently a non-marketable security.  The common 
stock cannot be sold in the public market for a period of one 
year from the date of conversion, or until the registration of 
the common stock in a Secondary Public Offering, whichever 
occurs first.  At September 30, 1997, there were no notes payable by 
the Company to a relative of the principal officer/shareholder.

During the nine month period ended September 30, 1997, the Company
Issued $205,650 in convertible subordinated debentures.  $166,250 of
these debentures were issued to Gerald and Alyda Raydon, principals of
the Company, in exchange for cash (See Note 4).

6. REDEEMABLE CONVERTIBLE PREFERRED STOCK

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

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

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

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

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

During the nine-month period ended September 30, 1997, the Company 
redeemed $28,452 in preferred stock.  The Company issued 29,135 
shares of the Company's stock and 14,567 three-year warrants for 
the purchase of restricted common stock at $3 per share in 
exchange for the retirement of 73 shares of the Company's 
redeemable convertible preferred stock aggregating $72,837. The 
common stock in said transactions is currently a non-marketable 
security.  The common stock cannot be sold in the public market 
for a period of one year from the date of conversion, or until 
the registration of the common stock in a Secondary Public 
Offering, whichever occurs first.  At September 30, 1997, there was 
no preferred stock issued by the Company that hadn't been 
redeemed or retired.

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

7.  COMMON STOCK

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



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

On December 31, 1996, the Company sold 1,764,000 shares of the 
Company's common stock to private parties at a price of 
$1.50 per share for cash totaling $2,646,000 (see Note 3), 
before related costs and expenses of $63,159.  The Company also 
sold 300,000 warrants at a price of $15,000, in connection with 
services provided to the Company related to the sale of the 
stock. Each warrant provides for the purchase of a share of the 
Company's common stock at $3.00 per share and expires on 
December 31, 1999.

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

At September 30, 1997, an aggregate of 997,961 warrants to 
purchase a share of the Company's common stock at $3.00 per 
share which expire at various dates during 1999 and 2000 were 
outstanding.

During the nine month period ended September 30, 1997, the Company
issued $205,650 in convertible subordinated debentures.  $166,250 of
these debentures were issued to Gerald and Alyda Raydon, principals of
the Company, in exchange for cash (See Note 4).

Said debentures are issued under the following terms:
Term:  three years. 
Yield:  10% per year. 
Interest payments:  monthly. 
Conversion rights:  convertible into common stock for a period 
of three years. 
Conversion price:  $4.50 (10% discount off the closing price at 
the date of the debenture). 
Registration rights:  on demand on sixty days' notice. 
Maturity:  principal and any accrued interest will be paid in 
full at the end of three years. 
Corporate obligation:  the debentures are the unconditional 
corporate obligations of Geo Petroleum, Inc.












<PAGE>
8.  INCOME TAXES

Deferred income taxes result from temporary differences in the 
recognition of revenues and expenses for financial accounting 
and tax reporting purposes. Net deferred income taxes were 
composed of the following:
<TABLE>
<CAPTION>
                                                    September 30,
                                                        1997
                                                    -------------
 <S>                                                 <C>
Deferred income tax asset - operating 
 loss carryforwards                                  $ 1,500,000
Deferred income tax liability - 
 differences between book and tax 
 basis of property                                    (1,120,000)
Valuation allowance                                     (380,000)
                                                     ------------
Net deferred income taxes                            $         -
                                                     ============
</TABLE>

As of December 31, 1996, the Company had estimated net 
operating loss carryforwards available in future periods to 
reduce income taxes that may be payable at those dates. For 
federal income tax purposes, net operating loss carryforwards 
amounted to approximately $4,290,000 for 1996, and expire during 
the years 2001 through 2009. For state income tax purposes, net 
operating loss carryforwards amounted to approximately 
$2,680,000 for 1996, and expire during the years 2004 through 
2010. Due to the "change in ownership" provisions of the Tax 
Reform Act of 1986, utilization of the Company's net operating 
loss carryforwards may be subject to a substantial limitation if 
a greater than 50% ownership change, as defined, occurs 
subsequent to the incurrence of the losses.  The Company is 
delinquent in filing its 1995 and 1996 income tax returns.

9. COMMITMENTS

Total rental expense incurred under all lease agreements was 
$50,455 and $43,598 for the period ended September 30, 1997 and year 
ended December 31, 1996, respectively. At September 30, 1997, all of 
the Company's leases were on a month-to-month basis, except for 
its office space, which is on a five-year lease, at $2,800 per 
month, commencing August 1, 1997, and terminating June 15, 2002.

10. OTHER REVENUE

In September, 1997, the Company obtained a judgment for $213,629 
against a contractor who had negligently damaged its facilities.  
Geo is now taking action to collect the amounts owing.  The Company 
estimates, after considering legal fees and costs and the timing of 
collection of such amounts, that the estimated net present value of 
the judgment is $100,000.  Any amounts collected in excess of such 
value will be booked as received.
<PAGE>
                       Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         September 30, 1997

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

The following discussion and analysis for the two quarters ended 
September 30, 1997, and September 30, 1996, are to be read in combination 
with the Financial Statements presented elsewhere herein.

Results of Operations

Third quarter 1997 compared with third quarter 1996

Recurring sources of Other Revenue consist of sales of interests 
in future net profits, miscellaneous income, and waste disposal 
fees.  Other sources include proceeds from the rental of a 
wellhead and related facilities for use in an exploratory well 
that Geo is a participant in.

Other Revenues for the three-month periods ended September 30, 1997 
and September 30, 1996 are itemized as follows:

<TABLE>
<CAPTION>
                                          Three Months Ended
                                             September 30,
                                             -------------
                                           1997         1996
                                      ------------   -----------
<S>                                   <C>            <C>
Other revenue  
 Net Profits Interests                $    14,600    $    7,200
 Miscellaneous Income                      21,471         6,704
 Industrial Waste Disposal                187,217        20,527
 Legal Settlement                         100,000             -
 Gain on Sale of Assets                         -       130,000
 Income - Other                            91,000             -
                                      ------------   -----------
Total                                 $   414,288    $  164,431
                                      ============   ===========
</TABLE>

The reasons for the increase in Other Revenues from the three 
months ended September 30, 1996 to the comparable 1997 period are as 
follows:

a)     Net Profits Interests:  1997 sales of these interests 
       were higher than 1996 sales, due to intensified 
       marketing and sales efforts.
b)     Miscellaneous Income:  Represents primarily management 
       fees and royalties earned by the Company which were 
       higher in 1997 than in 1996 due to fees generated by a
       joint venture with Southwest Petroleum, Inc.

<PAGE>
c)     Waste Disposal:  1997 volumes of wastes received 
       were much higher than in 1996.  Additionally, in 1997 the 
       Company obtained regulatory approval to dispose of tank 
       bottoms and other produced fluids associated with the 
       production of oil and gas.  The disposal of these 
       substances contributed significantly to waste disposal 
       revenues in 1997.  No such revenue existed in the 
       comparable 1996 period.
d)     Legal Settlement:  In 1997, Geo was awarded a judgment against a 
       contractor whom Geo had sued for negligence.  No such income 
       existed in the comparable 1996 period.
e)     Gain on Sale of Assets:  Geo did not realize any such income in 
       the 1997 period.
f)     Income-other:  In 1997, Geo received $91,000 in profits on a 
       turnkey joint venture with T.D. and Associates, an independent 
       oil and gas company.  Geo did not receive any such income in 1996.

During the quarter ended September 30, 1997, Geo had a net income of 
$324,820 compared to a net loss of $20,570 for the comparable 
1996 period.  Oil and gas revenues decreased to $149,450 for the 
1997 period, compared to $220,559 for the 1996 period.  This was 
attributable to an increase in the number of wells that Geo has 
taken off production as part of an extensive rework and 
recompletion program in the Rosecrans and East Los 
Angeles/Bandini Fields, and do to decrease oil prices.  Average oil
prices decreased to $17.39 per barrel in the 1997 period, compared to
$20.65 per barrel in the comparable 1996 period, while gas prices 
increased from $2.09 to $2.45 per Mcf.

Lease operating expenses for the third quarter of 1997 
decreased to $106,038, as compared to $213,086 in the comparable 
1996 period, as the result of an aggressive cost cutting program and 
the decrease in production of oil and gas.
Average production costs per barrel of oil and equivalents increased
to $11.75 in the 1997 period from $9.83 in the 1996 period.
This was the result of the decrease in production of oil and gas.

General and administrative expenses for the 1997 third quarter 
were $84,090, as compared to $65,682 for the 1996 period.
The increase was largely due to increased 
legal and accounting costs associated with the reporting 
requirements of a public company, increased public and investor 
relations costs, and increased executive compensation, primarily 
to Gerald T. Raydon, who in December 1996 began drawing a 
regular salary for the first time since inception of the 
Company.

Interest expense for the 1997 third quarter was $18,798, as 
compared to $77,825 for the comparable 1996 period.
This decrease was due primarily to the marked decrease in notes 
payable to bank and others and the resultant drop in interest payments.





<PAGE>
The Company's provision for depletion, depreciation and amortization 
decreased to $37,787 for the third quarter of 1997, as compared to 
$49,121 for the 1996 period.  This was due to decreased production of 
oil and gas as a result of an increase in the number of wells that 
Geo has taken off production as part of an extensive rework and 
recompletion program in the Rosecrans and East Los Angeles/Bandini 
Fields.

Results of Operations

The nine-month period ended September 30, 1997 compared with the 
nine-month period ended September 30, 1996.

Recurring sources of Other Revenue consist of sales of interests 
in future net profits, miscellaneous income, and waste disposal 
fees.  Other sources include proceeds from the rental of a 
wellhead and related facilities for use in an exploratory well 
that Geo is a participant in, and the settlement of a lawsuit 
against a contractor for negligence.

Other Revenues for the nine-month periods ended September 30, 1997 
and September 30, 1996 are itemized as follows:
<TABLE>
<CAPTION>
                                           Nine Months Ended
                                              September 30,
                                             -------------
                                          1997          1996
                                      ------------   ------------
<S>                                   <C>            <C>
Other revenue
 Net Profits Interests                $    58,800    $    31,700
 Miscellaneous Income                      34,872         22,582
 Industrial Waste Disposal                305,142         50,231
 Legal Settlement                         115,000         45,000
 Gain on Sale of Assets                         -        166,000
 Proceeds from Merger                           -         20,000
 Income - Other                           127,000              -
                                      ------------   ------------
Total                                 $   640,814    $   335,512
                                      ============   ============
</TABLE>

The reasons for the increase in Other Revenues from the nine 
months ended September 30, 1996 to the comparable 1997 period are as 
follows:

a)     Net Profits Interests:  1997 sales of these interests 
       were higher than 1996 sales, due to intensified 
       marketing and sales efforts.
b)     Miscellaneous Income:  Represents primarily management 
       fees and royalties earned by the Company which were 
       higher in 1997 than in 1996 due to a joint venture with 
       Southwest Petroleum, Inc.


<PAGE>
c)     Waste Disposal:  1997 volumes of wastes received 
       were much higher than in 1996.  Additionally, in 1997 the 
       Company obtained regulatory approval to dispose of tank 
       bottoms and other produced fluids associated with the 
       production of oil and gas.  The disposal of these 
       substances contributed significantly to waste disposal 
       revenues in 1997.  No such revenue existed in the 
       comparable 1996 period.
d)     Legal Settlement:  In 1997, Geo was awarded judgments against  
       contractors whom Geo had sued for negligence.  A similar judgment 
       for a smaller amount existed in the comparable 1996 period.
e)     Gain on Sale of Assets:  No such revenue occurred in 1997.
f)     Income-other:  In 1997, Geo received $91,000 in profits on a 
       turnkey joint venture with T.D. and Associates, an independent 
       oil and gas company.  Geo did not receive any such income in 
       1996. Other sources include proceeds from the rental of a wellhead 
       and related facilities for use in an exploratory well that Geo 
       is a participant in.

During the nine month period ended September 30, 1997, Geo had a net 
income of $267,775 compared to a net loss of $218,945 for the 
comparable 1996 period.  Oil and gas revenues decreased to 
$564,894 for the 1997 period, compared to $646,756 for the 1996 
period.  Additionally, during the 1997 period, net cash used in 
operating activities was $142,289, versus net cash used in 
operating activities of $12,346 for the 1996 period.  This was 
attributable to an increase in the number of wells that Geo has 
taken off production as part of an extensive rework and 
recompletion program in the Rosecrans and East Los 
Angeles/Bandini Fields, and a decrease in oil prices.
Average oil prices decreased to $19.24 per barrel in the 1997 period, 
compared to $19.65 per barrel in the comparable 1996 period, while 
gas prices increased from $1.81 to $2.54 per Mcf.

Lease operating expenses for the 1997 nine-month period 
decreased to $480,055, as compared to $615,775 in the comparable 
1996 period.  Average production costs per barrel of oil and equivalents 
increased to $14.35 in the 1997 period from $12.60 in the 1996 period.
This was the result of an increase in the number of wells that 
Geo has taken off production as part of an extensive rework and 
recompletion program in the Rosecrans and East Los 
Angeles/Bandini Fields, and the resultant drop in production.

General and administrative expenses for the 1997 nine month 
period were $332,039, as compared to $203,792 for the 1996 
period.  The increase was largely due to increased legal and 
accounting costs associated with the reporting requirements of 
a public company, increased public and investor relations costs, 
and increased executive compensation, primarily to Gerald T. Raydon, 
who in December 1996 began drawing a regular salary for the first 
time since inception of the Company.

Interest expense for the 1997 nine-month period was $58,375, as 
compared to $238,665 for the comparable 1996 period.
This decrease was due primarily to the marked decrease in notes 
payable to bank and others and the resultant drop in interest payments.
<PAGE>
The Company's provision for depletion and depreciation decreased 
to $101,520 for the nine month period of 1997, as compared 
to $147,363 for the 1996 period.  This was due to decreased 
production of oil and gas as a result of an extensive rework and 
recompletion program in the Rosecrans and East Los Angeles/Bandini 
Fields.

Capital Resources and Liquidity

Financial Position

At September 30, 1997, the Company had a working capital deficiency of 
$90,018, compared to a working capital deficiency of $1,041,592 
at September 30, 1996. The Company's $590,000 bank loan is due January 1, 
1998. Principal is reduced monthly by principal payments of 
$20,000.

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

The Company's primary sources of liquidity and capital resources 
in the near term will consist of working capital derived from 
its oil and gas production and industrial waste disposal 
operations, augmented by any such funds as may be derived from 
the sale of equity in the Company and of participating interests 
in its operations.  The Company's net revenues from industrial waste
disposal and oil and gas sales in excess of production and operating 
expenses during the nine month period of 1997 and 1996 were $389,982 
and $82,775, respectively.  This increase is due to increased 
waste disposal sales and aggressive cost cutting.

Sources of Capital Resources

The status of the Company's bank loan is discussed above in this 
Item.  Net cash provide by financing activities was $63,751 for 
the 1997 period, versus net cash provided by financing 
activities of $214,408 for the 1996 period.  The Company's 
primary sources of liquidity and capital resources in the near 
term will consist of working capital derived from its oil and 
gas production and industrial waste disposal operations, 
augmented by any such funds as may be derived from the sale of 
equity in the Company and of participating interests in its 
operations.

Inflation

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







<PAGE>
Trends

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

During the first nine months of 1997, crude oil prices have 
decreased by an average of $.41 per barrel over prices in 1996. 
During the first nine months of 1997, natural gas prices have 
increased by an average of $.73 per Mcf over prices in 1996. 
Geo anticipates that there will be a gradual strengthening in 
the prices for both its oil and gas production, but that periods 
of unstable pricing may occur.  The Company will be subject to 
variations in cash flow depending upon changes in prices paid 
for oil and gas.  Based upon historical swings in prices, the 
Company does not envision a situation where reductions in prices 
will create an operating loss from its properties at the field 
level.  Severe drops in prices would, however, strain the 
Company's ability to conduct remedial work using its revenues.






























<PAGE>
                        Geo Petroleum, Inc.
        Notes to Unaudited Condensed Financial Statements
                         September 30, 1997

PART II.  Other Information.

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

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

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

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



<TABLE>
<CAPTION>
                               GEO PETROLEUM, INC.
                                  (Registrant)
<S>                            <C>
November 13, 1997


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



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