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                    U. S. 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

                  For the quarterly period ended March 31, 2001

         Transition report under Section 13 or 15(d) of the Exchange Act

                       For the transition period from to .

                          Commission file number 1-9030

                             ALTEX INDUSTRIES, INC.
                        --------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter

                                    Delaware
                        --------------------------------
                        (State or Other Jurisdiction of
                         Incorporation or Organization)


                                   84-0989164
                        --------------------------------
                      (I.R.S. Employer Identification No.)

                       POB 1057 Breckenridge CO 80424-1057
                        --------------------------------
                    (Address of Principal Executive Offices)

                                 (303) 265-9312
                        --------------------------------
                (Issuer's Telephone Number, Including Area Code)

 Number of shares outstanding of issuer's Common Stock as of May 1, 2001:
                                   15,561,225

                 Transitional Small Business Disclosure Format:

                                    Yes___ No X

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                                   Page 1 of 7





                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                 March 31, 2001
                                   (Unaudited)

                                     ASSETS



                                                                                  
Current Assets
    Cash and cash equivalents                                                                 $  2,320,000
    Accounts receivable                                                                             87,000
    Other receivables                                                                               17,000
    Other                                                                                            6,000
                                                                                               -----------
            Total current assets                                                                 2,430,000
                                                                                               -----------

Property and equipment, at cost
    Proved oil and gas properties (successful efforts method)                                    1,094,000
    Other                                                                                           67,000
                                                                                               -----------
                                                                                                 1,161,000
    Less accumulated depreciation, depletion, amortization, and valuation allowance             (1,077,000)
                                                                                               -----------
            Net property and equipment                                                              84,000

Other assets                                                                                        29,000

                                                                                               -----------
                                                                                              $  2,543,000
                                                                                               ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable                                                                          $     13,000
    Accrued production costs                                                                        16,000
    Accrued reclamation, restoration, and dismantlement                                              1,000
    Other accrued expenses                                                                          52,000
                                                                                               -----------
            Total current liabilities                                                               82,000
                                                                                               -----------

Stockholders' equity
    Preferred stock, $.01 par value. Authorized 5,000,000 shares, none issued                          --
    Common stock, $.01 par value. Authorized 50,000,000 shares, issued 15,561,325 shares           156,000
    Additional paid-in capital                                                                  14,271,000
    Accumulated deficit                                                                        (11,607,000)
    Treasury stock, at cost, 100 shares at March 31, 2001                                              --
    Notes receivable from stockholders                                                            (359,000)
                                                                                               -----------
                                                                                                 2,461,000
                                                                                               -----------
                                                                                              $  2,543,000
                                                                                               ===========

    See accompanying notes to consolidated, condensed financial statements.


                                   Page 2 of 7



                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
                                   (Unaudited)


                                                                           Three Months Ended                Six Months Ended
                                                                                March 31                         March 31
                                                                          2001            2000               2001           2000
                                                                    --------------------------------    ----------------------------
                                                                                                            
Revenue
    Oil and gas sales                                             $    176,000           196,000           409,000         374,000
    Interest income                                                     34,000            27,000            71,000          52,000
    Other income (expense)                                              (1,000)            1,000            (2,000)          3,000
    Gain on sale of assets                                                 --                --            488,000             --
                                                                    --------------------------------    ----------------------------
                                                                       209,000           224,000           966,000         429,000
                                                                    --------------------------------    ----------------------------
Costs and expenses
    Lease operating                                                     73,000            58,000           139,000         131,000
    Production taxes                                                    20,000            21,000            47,000          42,000
    General and administrative                                          97,000            89,000           195,000         179,000
    Reclamation, restoration, and dismantlement                            --             15,000               --           15,000
    Depreciation, depletion, amortization, and valuation                 3,000             5,000             6,000          10,000
allowance
                                                                    --------------------------------    ----------------------------
                                                                       193,000           188,000           387,000         377,000
                                                                    --------------------------------    ----------------------------
Net earnings                                                      $     16,000            36,000           579,000          52,000
                                                                    ================================    ============================
Earnings per share                                                $       *                 *               $0.04             *
                                                                    ================================    ============================



- ------------------------------------------------------------------
*Less than $.01 per share


    See accompanying notes to consolidated, condensed financial statements.



                                   Page 3 of 7




                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
                       Consolidated Statement of Cash Flow
                                   (Unaudited)


                                                                                        Six Months Ended
                                                                                            March 31
                                                                                       2001          2000
                                                                                   --------------------------
                                                                                            
Cash flows from operating activities
  Net earnings                                                                   $   579,000         52,000
  Adjustments to reconcile net earnings to net cash
      provided by operating activities
      Gain on sale of assets                                                        (488,000)           --
      Depreciation, depletion, amortization, and valuation allowance                   6,000         10,000
      Decrease (increase) in accounts receivable                                      14,000        (30,000)
      Decrease (increase) in other receivables                                        (1,000)         1,000
      Increase in other current assets                                                (4,000)           --
      Increase (decrease) in accounts payable                                         (8,000)         2,000
      Decrease in accrued production costs                                           (22,000)          --
      Decrease in accrued reclamation, restoration, and dismantlement                    --          (3,000)
      Decrease (increase) in other accrued expenses                                    6,000         (6,000)
                                                                                   --------------------------
        Net cash provided by operating activities                                     82,000         26,000
                                                                                   --------------------------

Cash flows from investing activities
    Proceeds from sale of assets                                                     488,000           --
    Other additions to property and equipment                                         (7,000)        (5,000)
                                                                                   --------------------------
        Net cash provided by (used in) investing activities                          481,000         (5,000)
                                                                                   --------------------------

Cash flows from financing activities
    Acquisition of treasury stock                                                        --          (9,000)
                                                                                   --------------------------
        Net cash used in financing activities                                            --          (9,000)
                                                                                   --------------------------

Net increase in cash and cash equivalents                                            563,000         12,000
                                                                                   --------------------------
Cash and cash equivalents at beginning of period                                   1,757,000      1,660,000
                                                                                   --------------------------
Cash and cash equivalents at end of period                                       $ 2,320,000      1,672,000
                                                                                   ==========================





    See accompanying notes to consolidated, condensed financial statements.


                                   Page 4 of 7






                    ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
             Notes to Consolidated, Condensed Financial Statements
                                  (Unaudited)

Note 1 - Financial  Statements.  In the opinion of management,  the accompanying
unaudited, consolidated,  condensed financial statements contain all adjustments
necessary to present  fairly the  financial  position of the Company as of March
31,  2001,  and the cash flows and results of  operations  for the three and six
months then ended.  Such  adjustments  consisted only of normal recurring items.
The results of  operations  for the periods  ended March 31 are not  necessarily
indicative of the results for the full year.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
The accounting  policies  followed by the Company are set forth in Note 1 to the
Company's  consolidated  financial  statements  contained in the Company's  2000
Annual  Report on Form  10-KSB,  and it is  suggested  that these  consolidated,
condensed financial statements be read in conjunction therewith.

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                 "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements  that are not  historical  facts  contained  in this Form  10-QSB are
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ from projected results. Factors that could cause actual
results to differ materially include, among others: general economic conditions;
the market prices of oil and natural gas; the risks  associated with exploration
and  production in the Rocky  Mountain  region;  the Company's  ability to find,
acquire,  and develop new  properties  and its ability to produce and market its
oil and gas  reserves;  operating  hazards  attendant to the oil and natural gas
business;  uncertainties  in  the  estimation  of  proved  reserves  and  in the
projection of future rates of production and timing of development expenditures;
the strength and financial resources of the Company's competitors; the Company's
ability to find and retain skilled personnel; climatic conditions;  availability
and cost of  material  and  equipment;  delays in  anticipated  start-up  dates;
environmental  risks; the results of financing efforts;  and other uncertainties
detailed  elsewhere herein and in the Company's  filings with the Securities and
Exchange Commission.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                               FINANCIAL CONDITION

In the quarter ended December 31, 2000 ("Q1FY01"), the Company received $488,000
cash proceeds, net of expenses,  from the sale of interests in producing oil and
gas properties.  The assets sold  represented  approximately 9% of the Company's
proved,  developed,  producing reserves estimated as of September 30, 2000. Cash
balances  increased  during the six months  ended  March 31,  2001,  principally
because of  proceeds  from the sale of  assets.  Also as a result of the sale of
assets,  the Company  removed  $1,045,000 from proved oil and gas properties and
from accumulated depreciation, depletion, amortization, and valuation allowance.
The  Company's  wholly-owned  subsidiary,  Altex  Oil  Corporation  ("AOC"),  is
attempting to sell  substantially  all of its interests in producing oil and gas
properties for cash, provided that certain target prices are realized. There can
be no assurance  that any  additional  interests will actually be sold. Any sale
will be subject to applicable  legal and regulatory  requirements.  AOC does not
currently intend to sell its  non-producing  interests in the Tar Sands Triangle
Area of Utah.

The Company is  completing  the  restoration  of the area that had contained its
East  Tisdale  Field in Johnson  County,  Wyoming.  The  Company has removed all
equipment  from  the  field  and has  recontoured  and  reseeded  virtually  all
disturbed areas in the Field.  Barring  unforeseen  events, the Company does not
believe that the expense associated with any remaining restoration activities in
the Field will be  material,  although  this cannot be assured.  After its bonds
with the State of Wyoming and the Bureau of Land  Management  are released,  the
Company does not believe it will have any further  liability in connection  with
the Field,  although this cannot be assured.  The Company regularly assesses its
exposure to both  environmental  liability  and  reclamation,  restoration,  and
dismantlement  expense ("RR&D").  The Company does not believe that it currently
has any material exposure to environmental  liability or to RR&D, net of salvage
value, although this cannot be assured.

                                   Page 5 of 7


At May 1, 2001,  world oil prices  and  domestic  natural  gas and  natural  gas
liquids prices were unusually high. At such price levels, all other things being
equal,  cash flow from operations is likely to be higher than it would have been
at lower price levels. However, unless the Company's production increases as the
result of acquisitions of producing properties,  successful drilling activities,
or successful  recompletions,  the Company is likely to experience negative cash
flow from operations in the future.  With the exception of capital  expenditures
related to production acquisitions or drilling or recompletion activities,  none
of which are  currently  planned,  the cash flows that  could  result  from such
acquisitions or activities,  the proceeds from possible  additional asset sales,
and the  current  high level of oil and  natural  gas and  natural  gas  liquids
prices,  the Company knows of no trends,  events, or uncertainties  that have or
are reasonably  likely to have a material impact on the Company's  short-term or
long-term liquidity. Except for cash generated by the operation of the Company's
producing  properties,  asset  sales,  or  interest  income,  the Company has no
internal or external sources of liquidity other than its working capital. At May
1, 2001, the Company had no material commitments for capital expenditures.

                              RESULTS OF OPERATIONS

Sales  decreased  10%  from  $196,000  in  the  quarter  ended  March  31,  2000
("Q2FY00"),  to  $176,000 in the quarter  ended March 31, 2001  ("Q2FY01"),  and
increased 9% from  $374,000 in the six months ended March 31, 2000,  to $409,000
in the six months ended March 31, 2001.  Sales decreased from quarter to quarter
because a 34% decline in barrels of oil  equivalent  ("BOE") sold was  partially
offset by a 35% increase in the average  realized price per BOE. Sales increased
from six  months to six months  because a 24%  decline in BOE sold was more than
offset by a 44%  increase in average  realized  price per BOE.  Interest  income
increased 26% from $27,000 in Q2FY00 to $34,000 in Q2FY01 because of higher cash
balances.  Interest  income  increased  37% from $52,000 in the six months ended
March 31, 2000,  to $71,000 in the six months  ended March 31, 2001,  because of
higher  cash  balances  and  higher  average  effective  interest  rates.  Lease
operating  expense increased 26% from $58,000 in Q2FY00 to $73,000 in Q2FY01 and
6% from  $131,000 in the six months ended March 31, 2000, to $139,000 in the six
months  ended March 31,  2001,  because of  increased  repairs  and  maintenance
expense.  Production  taxes  decreased  5% from  $21,000 in Q2FY00 to $20,000 in
Q2FY01  because of  decreased  sales and  increased  12% from $42,000 in the six
months ended March 31, 2000,  to $47,000 in the six months ended March 31, 2001,
because of increased sales. General and administrative expense increased 9% from
$89,000 in Q2FY00 to $97,000  in Q2FY01 and 9% from  $179,000  in the six months
ended  March 31,  2000,  to $195,000  in the six months  ended  March 31,  2001,
principally  because of increased salary and medical insurance  expense.  During
Q2FY00 the Company incurred $15,000 in expense  associated with the plugging and
abandonment  of three wells.  Net earnings  decreased  from $36,000 in Q2FY00 to
$16,000 in Q2FY01  principally  because of decreased  sales and  increased  from
$52,000 in the six months  ended March 31,  2000,  to $579,000 in the six months
ended  March  31,  2001,  principally  because  of a gain on sale of  assets  of
$488,000.

                                    LIQUIDITY

Operating  Activities.  Cash  provided by operating  activities  increased  from
$26,000 in the six months  ended  March 31,  2000,  to $82,000 in the six months
ended March 31,  2001,  because of increased  net earnings  exclusive of gain on
sale of assets and  because of an increase  in  accounts  receivable  in the six
months ended March 31, 2000.

Investing Activities. The Company expended $5,000 and $7,000 for other additions
to  property  and  equipment  in the six months  ended  March 31, 2000 and 2001,
respectively.  In Q1FY01 the Company received $488,000 in proceeds from the sale
of assets.

Financing  Activities.  The Company expended $9,000 to acquire 156,000 shares of
treasury stock in Q1FY00.

The Company's revenues and earnings are functions of the prices of oil, gas, and
natural  gas liquids and of the level of  production  expense,  all of which are
highly  variable and beyond the  Company's  control.  In  addition,  because the
quantity of oil,  gas,  and natural gas liquids  produced  from  existing  wells
declines  over time,  the  Company's  sales and net income will  decline  unless
rising  prices  offset  production  declines  or the Company  increases  its net
production by investing in the drilling of new wells,  in successful work overs,
or in the  acquisition  of interests in  producing  properties.  At May 1, 2001,
world oil prices and  domestic  natural gas and natural gas liquids  prices were
unusually high, and both the Company and the futures markets expect price levels
to decline.  Unless  prices  remain at the current high  levels,  the Company is
unlikely  to  experience  material  positive  earnings  unless  it  dramatically
increases  production levels. With the exception of unanticipated  variations in
production levels,  unanticipated RR&D, unanticipated environmental expense, and
current high price levels, the Company is not aware of any other trends, events,
or  uncertainties  that  have  had or that  are  reasonably  expected  to have a
material impact on net sales or revenues or income from continuing operations.

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                                   Page 6 of 7


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             ALTEX INDUSTRIES, INC.

Date:   May 1, 2001                            By:   /s/ STEVEN H. CARDIN
     ------------------                             ---------------------------
                                                               Steven H. Cardin
                                                    Chief Executive Officer and
                                                    Principal Financial Officer




                                   Page 7 of 7