UNITED STATES
                                            SECURITIES AND EXCHANGE COMMISSION
                                                  Washington, D.C.  20549

                                                        FORM 10-QSB


                                 QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
                                            THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
(X)      Quarterly report pursuant to section 13 or 15 (d) of the Securi
         ties Exchange Act of 1934, for the quarterly period ended
         January 31, 1997.

( )      Transition report pursuant to section 13 or 15 (d) of the
         Securities Exchange Act of 1934, for the transition period from
                       to              .

Commission file number 33-30980

                                               ECHO SPRINGS WATER CO., INC.
             (Exact name of small business issuer as specified in its charter)

New York                                             #16-1433379           
(State of Incorporation)                          (I.R.S. Employer ID No.)

                  Building 100A, Hackensack Avenue, Kearny, New Jersey 07032
                             (Address of Principal Executive Offices)

                                                      (201) 465-5151      
                                                (Issuer's Telephone Number)

                               N/A                          
         (Former name, former address and former fiscal year,
            if changed since last report)

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
issuer was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

                                                   Yes   X     No        

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 February 28, 1997

Common stock, $.0001 par value                            3,697,149 shares

Transitional Small Business Disclosure Format      Yes              No   X  


<PAGE>









                                               ECHO SPRINGS WATER CO., INC.



                                                   Index to Form 10-QSB





                                                                   Page
                   Item                                            Number


PART I.  FINANCIAL INFORMATION                                       3

 Item 1.  Financial Statements:

         Consolidated balance sheets -
         January 31, 1997 and October 31, 1996                       3
 
         Consolidated statements of operations -
         Three months ended January 31, 1997 and 1996                4

         Consolidated statements of cash flows -
         Three months ended January 31, 1997 and 1996                5

         Notes to Consolidated Financial Statements                 6-9

         Management's Discussion and Analysis of Financial
          Condition and Results of Operations                      10-11

PART II.          OTHER INFORMATION

         Item 1.  Legal Proceedings                                 12
         Item 6.  Exhibits and Reports on Form 8-K                  12

Signatures                                                          13










<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                                               ECHO SPRINGS WATER CO., INC.

                                                CONSOLIDATED BALANCE SHEET
                                                        (UNAUDITED)

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                          ASSETS
                                                                                      January 31,           October 31,
                                                                                         1997                   1996    
Current Assets:
 Cash                                                                                 $   15,613             $   44,631
 Accounts receivable - net of allowance
  for doubtful accounts of $14,000 in
  1997 and in 1996                                                                       234,191                257,212
 Notes receivable, current portion                                                        26,402                 26,010
 Inventories                                                                              26,845                 34,221
 Prepaid expenses                                                                         76,363                 30,178
         Total Current Assets                                                            379,414                392,252

Notes receivable, net of current portion                                                 153,119                159,868

Property, plant and equipment - net                                                    1,240,842              1,278,230

Other assets                                                                             219,160                220,026

         TOTAL ASSETS                                                                 $1,992,535             $2,050,376

                                     LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
 Current portion of debt                                                              $  572,153             $  552,153
 Debentures                                                                               50,000                 50,000
 Accounts payable and accrued expenses                                                 1,581,407              1,513,582
 Customer deposits                                                                       215,600                213,000
 Unearned revenues                                                                        17,132                 17,677
         Total Current Liabilities                                                     2,436,292              2,346,412

Shareholders' Equity (Deficiency):
 Common stock, $.0001 par, 75,000,000
  shares authorized; issued and
  outstanding 3,097,149 shares
  in 1997 and 1996                                                                           310                    310
 Additional paid-in capital                                                            8,295,406              8,295,406
 Accumulated deficit                                                                  (8,739,473)            (8,591,752)
         Total Shareholders'
          Equity (Deficiency)                                                           (443,757)              (296,036)

         TOTAL LIABILITIES AND SHAREHOLDERS'
          EQUITY (DEFICIENCY)                                                         $1,992,535             $2,050,376




The accompanying notes are an integral part of these consolidated
 financial statements.

</TABLE>
                                                         - 3 -

<PAGE>


                                               ECHO SPRINGS WATER CO., INC.

                                           CONSOLIDATED STATEMENT OF OPERATIONS

                                          FOR THE THREE MONTHS ENDED JANUARY 31,
                                                        (UNAUDITED)

 
<TABLE>
<CAPTION>
<S>                                                                                 <C>                         <C> 
                                                                                    1997                        1996
 
Revenues:
 Gross sales                                                                 $    444,476                 $   525,612
 Credits and allowances                                                                        (2,652)         (4,319)
 Freight out                                                                       (8,949)                    (12,051)
 Other income                                                                        (134)                      4,145
                                                                                  432,741                     513,387

Costs and Expenses:
 Cost of sales                                                                    188,795                     219,661
 Selling, general and
  administrative                                                                  373,834                     361,369
 Interest                                                                          17,474                      57,358
 Amortization of other assets                                                       1,219                       1,219
 Loss (gain) on sale of assets                                                       (860)                     (1,200)
         Total Costs and Expenses                                                 580,462                     638,407

Net loss                                                                      $  (147,721)                $  (125,020)

Net loss per share                                                            $      (.05)                $      (.08)

Weighted average shares outstanding                                             3,097,149                   1,659,996








The accompanying notes are an integral part of these consolidated
 financial statements.
</TABLE>



                                                         - 4 -
<PAGE>

                                               ECHO SPRINGS WATER CO., INC.

                                           CONSOLIDATED STATEMENT OF CASH FLOWS

                                          FOR THE THREE MONTHS ENDED JANUARY 31,
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                        (UNAUDITED)



                                                                                         1997                1996

Operating Activities:
 Net loss                                                                            $(147,721)          $(125,020)
 Adjustments to reconcile net loss to
  net cash used by
  operating activities:
  Depreciation and amortization                                                         39,869              37,667
  Loss (gain) on sale of assets                                                           (860)             (1,200)
  Provision for doubtful accounts                                                                          (10,000)
  Changes in assets and liabilities -
   Accounts receivable                                                                  23,021               2,551
   Inventories                                                                           7,376               4,637
   Prepaid expenses                                                                    (46,185)            (66,923)
   Other assets                                                                           (353)               (531)
   Accounts payable and accrued
    expenses                                                                            67,825              77,601
   Customer deposits                                                                              2,600      8,100
   Unearned revenues                                                                      (545)            (23,602)
         Net Cash Used by
          Operating Activities                                                         (54,973)            (96,720)

Investing Activities:
 Capital expenditures                                                                   (1,262)            (13,668)
 Collections on notes receivable                                                         6,357               5,037
 Proceeds from sale of assets                                                              860               1,200
         Net Cash Provided (Used) by
          Investing Activities                                                           5,955              (7,431)

Financing Activities:
 Increase in installment debt                                                           20,000              75,000
 Repayment of installment debt                                                                             (22,742)
         Net Cash Provided by
      Financing Activities                                                              20,000              52,258

Net decrease in cash                                                                   (29,018)            (51,893)

Cash - beginning                                                                        44,631              57,224

CASH - ENDING                                                                        $  15,613           $   5,331
 
SUPPLEMENTAL INFORMATION:
 Interest         paid                                                               $     927           $   1,262


The accompanying notes are an integral part of these consolidated
 financial statements.

</TABLE>

<PAGE>

                                                         - 5 -

                                               ECHO SPRINGS WATER CO., INC.

                                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                        (UNAUDITED)



NOTE 1 -          SIGNIFICANT ACCOUNTING POLICIES

                  BASIS OF PRESENTATION
                  The interim financial statements are prepared pursuant to
                  the requirements for reporting on Form 10-QSB.  The October
                  31, 1996 balance sheet data was derived from audited finan
                  cial statements and together with the interim financial
                  statements and notes thereto should be read in conjunction
                  with the financial statements and notes included in the
                  Company's latest annual report on Form 10-KSB.  In the
                  opinion of management, the interim financial statements
                  reflect all adjustments of a normal recurring nature neces
                  sary for a fair statement of the results for interim peri
                  ods.  The current period results of operations are not
                  necessarily indicative of results which ultimately will be
                  reported for the full fiscal year.

                  BUSINESS
                  Echo Springs Water Co., Inc. ("the Company"), through its
                  subsidiaries, is engaged principally in the distribution of
                  bottled water and allied products.  The Company bottles
                  water from its own natural springs in Burlington, NY for
                  direct distribution and sale to business and residential
                  customers as well as for wholesale to supermarkets and
                  other bottled water distributors.

                  REVENUE RECOGNITION
                  Revenue from equipment rental is recognized based on the
                  period in which it is earned and unearned revenue is re
                  corded for the portion billed in advance.  Revenues from
                  product sales are recognized upon shipment to the wholesal
                  er or delivery to the customer, as applicable.

                  LOSS PER SHARE

                  Net loss per share is based upon the weighted average
                  number of shares outstanding during each period.  All share
                  and per share amounts give effect to a 1-for-25 reverse
                  stock split in October, 1996.


                                                         - 6 -
<PAGE>

                                               ECHO SPRINGS WATER CO., INC.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                                        (UNAUDITED)




NOTE 2 -          INVENTORIES

                  Inventories are valued at the lower of cost or market on
                  the first-in first-out basis and at October 31, 1996 and
                  January 31, 1997 consist of the following:

                                                  January              October
                                                 31, 1997            31, 1996

                  Bottles                        $ 2,168             $ 1,722
                  Product held for sale           12,672              16,415
                  Supplies                        12,005              16,084
                                                 $26,845             $34,221

NOTE 3 -          PROPERTY, PLANT AND EQUIPMENT

                  Property, plant and equipment are recorded at cost and
                  depreciated by the straight-line method over the estimated
                  useful lives of the assets of 5 - 40 years and consist of
                  the following:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                      January               October
                                                                                      31, 1997             31, 1996

                  Land                                                              $  150,000           $  150,000
                  Buildings and improvements                                           362,298              362,298
                  Water coolers, bottles and
                   brewers                                                             918,730              918,730
                  Machinery and equipment                                              335,068              335,069
                  Vehicles                                                              60,850               60,850
                  Furniture and fixtures                                               128,391              127,128
                                                                                     1,955,337            1,954,075
                  Less: accumulated depreciation
                   and amortization                                                    714,495              675,845

                                                                                    $1,240,842           $1,278,230


</TABLE>


                                                         - 7 -

<PAGE>


                                               ECHO SPRINGS WATER CO., INC.

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                                        (UNAUDITED)

NOTE 4 -          OTHER ASSETS

                  Other assets at October 31, 1996 and January 31, 1997 are
                  comprised of the following:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                                        January             October
                                                                                       31, 1997            31, 1996

                  Water rights                                                         $205,000            $205,000
                  Accumulated amortization                                               34,748              33,529
                       Net deferred charges                                             170,252             171,471

                  Security deposits                                                      30,890              30,537
                  Deferred public offering costs                                         18,018              18,018

                                                                                       $219,160            $220,026
</TABLE>
 

NOTE 5 -          INDEBTEDNESS

                  The Company is currently in default as to principal and
                  interest on its debt and debentures except for advances
                  payable to stockholder of $282,153 at October 31, 1996 and
                  $302,153 at January 31, 1997.


NOTE 6 -          INCOME TAXES

                  The Company files a consolidated federal income tax return
                  with its subsidiaries.  As of January 31, 1997, the Company
                  had net operating loss carryforwards in excess of $8,000,000
                  for financial as well as State and Federal tax purposes
                  which expire in varying amounts beginning in 2004.  All de
                  ferred tax benefits from use of net operating loss carryfor
                  wards are offset by valuation allowances.


                                                         - 8 -
<PAGE>

                                               ECHO SPRINGS WATER CO., INC.

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                                        (UNAUDITED)

NOTE 7 -          GOING CONCERN

                  The Company sustained losses of $227,321 for the fiscal year
                  ended October 31, 1996 and $147,721 for the three months
                  ended January 31, 1997.  The Company had deficit net worths
                  of $296,036 at October 31, 1996 and $443,757 at January 31,
                  1997.  In addition, the Company was in default on principal
                  and interest payments on a substantial portion of its debt.
                  These facts raise substantial doubt about the Company's
                  ability to continue as a going concern.  Considerations
                  which tend to mitigate the question of going concern include
                  management's successful efforts in raising funds through
                  private placements, the ability to renegotiate and restruc
                  ture long-term financing with major creditors, past and
                  present efforts to convert debt to equity and the ability to
                  acquire, restructure and develop the bottled water business
                  which it believes will be able to achieve profitable opera
                  tions.  The Company believes that these factors provide
                  meaningful evidence as to the Company's ability to continue
                  in operation for the next fiscal year and support the going
                  concern presentation in the accompanying consolidated finan
                  cial statements in favor of the liquidation basis.  There
                  can be no assurance, however, that management will continue
                  to be able to raise sufficient capital or convert existing
                  debt to equity or to achieve profitable operations going
                  forward.

NOTE 8 -  SUBSEQUENT EVENTS

                  In February, 1997, the Company sold 600,000 shares of its
                  common stock in private transactions at $1 per share for
                  aggregate gross proceeds of $600,000.

                                                         - 9 -
<PAGE>

                                               ECHO SPRINGS WATER CO., INC.

                                           MANAGEMENT'S DISCUSSION AND ANALYSIS

                           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                 FOR THE THREE MONTHS ENDED JANUARY 31, 1997 COMPARED WITH THE

                                            THREE MONTHS ENDED JANUARY 31, 1996


Net revenues decreased $80,646 (15.7%) to $432,741 for the three
months ended January 31, 1997 ("1997") from $513,387 for the three
months ended January 31, 1996 ("1996").  The $81,136 decrease in gross
sales was due primarily to four factors.  The 2.5-gallon sales fell by
approximately $5,000 as this low-margin, low-volume product line was
discontinued in July, 1996.  Sales of one gallons, another low-margin
product, decreased by approximately $16,000, largely due to a discon
tinuance of service to one supermarket customer.  Sales of allied
products fell by approximately $21,000 due to reduced emphasis on this
lower volume aspect of the business, primarily as a result of the
reduction in the sales and marketing staff.  The fourth contributing
factor was a deliberate discontinuance of service to marginal custom
ers as determined from a customer-by-customer review in setting up the
new corporate computer system.  The small improvements in credits and
allowances and freight out were largely offset by reduced gains on
unclaimed or lost customer deposits.

Cost of sales for 1997 was $188,795 (42.5% of gross sales) as compared
to $219,661 (41.8% of gross sales) for 1996.  This small percentage
increase was caused primarily by an approximately $29,000 decrease in
the equipment rental portion of gross sales as a result of the discon
tinuance of service to marginal customers.

Selling, general and administrative expenses were $373,834 in 1997 as
compared to $361,369 in 1996.  A reduction in the sales and marketing
staff in an effort to better concentrate on the current customer base
resulted in an overall savings of approximately $12,000.  However,
delivery and warehouse costs increased approximately $6,000, primarily
as a result of increased truck rental costs due to a larger number of
rental vehicles in the corporate fleet, in order to improve the
timeliness of product deliveries, combined with a 50% truck rental
price increase in May, 1996.  Further, general and administrative
expenses rose by approximately $18,000.  A small increase in adminis
trative staff and expenses accounted for approximately $6,000.  The
investor relation costs of the debt-to-equity conversion and the
reverse stock split amounted to another approximately $6,000 and the
final factor was increased business development costs of approximately
$6,000 to investigate new potential business investments.

Interest expense decreased from $57,358 in 1997 to $17,474 in 1996,
primarily as a result of the October, 1996 debt-to-equity conversion.
Amortization of other assets of $1,219 in 1997 and 1996 related to the
amortization of water rights.

The net loss for 1997 increased by $22,701 from $125,020 in 1996 to
$147,721 in 1997.

                                                         - 10 -
<PAGE>

                                               ECHO SPRINGS WATER CO., INC.

                                           MANAGEMENT'S DISCUSSION AND ANALYSIS

                           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                              LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity have been cash generated
from sales, issuance of common stock, debentures, and installment
debt, and borrowings from its officers.

During the three months ended January 31, 1997 and 1996, the Company
had negative cash flows from operating activities of $54,973 and
$96,720, respectively.  Investing activities provided cash of $5,955
in 1997, primarily from collections on notes receivable, and used cash
of $7,431 in 1996, primarily for the acquisition of property and
equipment.  The Company has financed its operating and investing
activities during these periods primarily through the issuance of
installment debt.

At January 31, 1997, the Company had a working capital deficiency of
$2,056,878.  Short-term credit sources are limited to trade credit on
purchases and services.  The report issued by the Company's accoun
tants that accompanies the Company's consolidated financial statements
for the year ended October 31, 1996 states that there is a substantial
doubt about the Company's ability to continue as a going concern.

Considerations which tend to mitigate the question of going concern
include management's successful efforts in raising funds through
private placements, the ability to renegotiate and restructure long-
term financing with major creditors, past and present efforts to
convert debt to equity and the ability to acquire, restructure and
develop the bottled water business which it believes will be able to
achieve profitable operations.  In June, 1996, the Company entered
into negotiations to consummate a public offering with minimum gross
proceeds of approximately $4,000,000.  Such offering is expected to
take place during Fiscal 1997.  The Company believes that these
factors provide meaningful evidence as to the Company's ability to
continue in operation for the next fiscal year and support the going
concern presentation in the accompanying consolidated financial
statements in favor of the liquidation basis.  There can be no assur
ance, however, that management will continue to be able to raise
sufficient capital or convert existing debt to equity or to achieve
profitable operations going forward.

The Company has no plans or commitments for capital expenditures
during the next twelve months other than the ordinary equipment
purchases which are expected to be funded with additional installment
debt.

The Company's business is subject to seasonal fluctuation, with summer
being the busiest season and winter the slowest.  To date, seasonality
has not had any material effect on the Company's financial condition
or results of operations.

                                                         - 11 -
<PAGE>

                                               ECHO SPRINGS WATER CO., INC.

PART II           OTHER INFORMATION

ITEM 1.           Legal Proceedings

                  There have been no new legal proceedings or material changes
                  to legal proceedings during the period from those reported
                  in the Company's Form 10-KSB for the year ended October 31,
                  1996.

ITEM 6.           Exhibits and Reports on Form 8-K

                  a.  Exhibits - Financial Data Schedule

                  b.  Reports on Form 8-K

                                 NONE



                                                         - 12 -
<PAGE>



                                                        SIGNATURES


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

                                               ECHO SPRINGS WATER CO., INC.
                                                         (Issuer)



         By                                         
                  Michael S. Rakusin
                  President


Dated:  March 17, 1997

                                                         - 13 -
<PAGE>