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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


 X Quarterly report under Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934

                  For the quarterly period ended March 31, 2002

         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                                   84-0989164
  -----------------------------------       --------------------------------
    (State or Other Jurisdiction of                   (I.R.S. Employer
     Incorporation or Organization)                  Identification No.)



                     PO Box 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 9, 2002:
                                   15,303,593


                 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, 2002
                                   (Unaudited)

                                     ASSETS


                                                                                             
Current Assets
    Cash and cash equivalents                                                                   $   2,182,000
    Accounts receivable                                                                                48,000
    Other receivables                                                                                  13,000
    Other                                                                                              17,000
                                                                                                --------------
            Total current assets                                                                    2,260,000

Property and equipment, at cost
    Proved oil and gas properties (successful efforts method)                                       1,079,000
    Other                                                                                              67,000
                                                                                                --------------
                                                                                                    1,146,000
    Less accumulated depreciation, depletion, amortization, and valuation allowance                (1,084,000)
                                                                                                --------------
            Net property and equipment                                                                 62,000

Other assets                                                                                           43,000
                                                                                                --------------

                                                                                                $   2,365,000
                                                                                                ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable                                                                            $       5,000
    Accrued production costs                                                                           63,000
    Other accrued expenses                                                                             31,000
                                                                                                --------------
            Total current liabilities                                                                  99,000


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 15,434,593 shares              154,000
    Additional paid-in capital                                                                     14,241,000
    Accumulated deficit                                                                           (11,767,000)
    Treasury stock, at cost, 26,000 shares at March 31, 2002                                           (3,000)
    Notes receivable from stockholders                                                               (359,000)
                                                                                                --------------
                                                                                                    2,266,000
                                                                                                --------------
                                                                                                $   2,365,000
                                                                                                ==============


     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
                                                                           2002           2001              2002           2001
                                                                        -----------------------------------------------------------
                                                                                                         
Revenue
    Oil and gas sales                                            $          102,000       176,000           220,000        409,000
    Interest income                                                          18,000        34,000            40,000         71,000
    Other income (expense)                                                    6,000        (1,000)            6,000         (2,000)
    Gain on sale of assets                                                     -              -                 -          488,000
                                                                        -----------------------------------------------------------
                                                                            126,000       209,000           266,000        966,000

Costs and expenses
    Lease operating                                                          79,000        73,000           170,000        139,000
    Production taxes                                                         13,000        20,000            27,000         47,000
    General and administrative                                              104,000        97,000           208,000        195,000
    Reclamation, restoration, and dismantlement                               3,000           -               4,000            -
    Depreciation, depletion, amortization, and valuation allowance            5,000         3,000             8,000          6,000
                                                                        -----------------------------------------------------------
                                                                            204,000       193,000           417,000        387,000
                                                                        -----------------------------------------------------------
Net earnings (loss)                                              $          (78,000)       16,000          (151,000)       579,000
                                                                        ===========================================================
Earnings (loss) per share                                        $          ($0.01)             *           ($0.01)         $0.04
                                                                        ===========================================================
Weighted average shares outstanding                                      15,408,593    15,561,242         5,252,542     15,561,284
                                                                        ===========================================================



- ---------------------------
*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
                                                                                    2002              2001
                                                                                ------------------------------
                                                                                              

Cash flows from operating activities
  Net earnings (loss)                                                           $  (151,000)          579,000
  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                  8,000             6,000
      Decrease in accounts receivable                                                31,000            14,000
      Decrease (increase) in other receivables                                        2,000            (1,000)
      Increase in other current assets                                                  -              (4,000)
      Decrease in other assets                                                        7,000               -
      Decrease in accounts payable                                                   (5,000)           (8,000)
      Increase (decrease) in accrued production costs                                15,000           (22,000)
      Decrease in accrued reclamation, restoration, and dismantlement                (1,000)             -
      Increase (decrease) in other accrued expenses                                  (5,000)            6,000
                                                                                ------------------------------
        Net cash provided by (used in) operating activities                         (99,000)           82,000
                                                                                ------------------------------
Cash flows from investing activities
    Proceeds from sale of assets                                                        -             488,000
    Other additions to property and equipment                                           -              (7,000)
                                                                                ------------------------------
        Net cash provided by investing activities                                       -             481,000
                                                                                ------------------------------
Cash flows from financing activities
    Acquisition of treasury stock                                                  (109,000)              -
                                                                                ------------------------------
        Net cash used in financing activities                                      (109,000)              -
                                                                                ------------------------------

Net increase (decrease) in cash and cash equivalents                               (208,000)          563,000
                                                                                ------------------------------
Cash and cash equivalents at beginning of period                                  2,390,000         1,757,000
                                                                                ------------------------------
Cash and cash equivalents at end of period                                      $ 2,182,000         2,320,000
                                                                                ==============================

Supplemental disclosure of non-cash transactions recorded in the accompanying
   financial statements Decrease in other accrued expenses resulting from
   issuance of common  stock to company's president in payment of accrued bonus $    75,000               -
                                                                                ==============================


     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,  2002,  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  2001
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

Cash balances  decreased in the six months ended March 31, 2002 from  $2,390,000
to $2,182,000 because the Company used $109,000 cash to acquire 1,087,500 shares
of its Common  Stock and because  the Company  used  $99,000  cash in  operating
activities.  Accounts  receivable  decreased from $79,000 to $48,000  because of
reduced  sales.  Other  accrued  expenses  decreased  from  $111,000  to $31,000
principally  because  the  Company  paid an accrued  bonus to its  president  of
$75,000 by issuing  936,868  shares of its Common  Stock to him at the then fair
market value of $0.08 per share.

In a Form 8-K filed August 22, 2000, the Company announced that its wholly-owned
subsidiary,  Altex Oil Corporation ("AOC"), was attempting to sell substantially
all of its interests in producing oil and gas properties for cash, provided that
certain target prices were realized.  Given the current  depressed levels of oil
and gas prices,  it appears  highly  unlikely  that this strategy will meet with
success,  and 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
will be  material,  although  this cannot be  assured.  After its bonds with the
state 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.

Although  prices  have risen  during the last 60 days,  the world oil prices and
domestic  natural gas and natural gas liquids prices that  prevailed  during the
six months ended March 31, 2002,  were  materially  depressed  relative to price
levels prevailing in the prior year. Also, during the six months ended March 31,
2002, interest rates were materially depressed relative to levels prevailing for
the last  several  decades.  At such price and interest  rate levels,  all other
things  being  equal,  cash flow  from  operations  is  likely  to be  negative.

                                   Page 5 of 7



Furthermore,  unless  the  Company's  production  increases  as  the  result  of
acquisitions  of  producing  properties,   successful  drilling  activities,  or
successful recompletions, at current price and interest rate levels, the Company
is likely to experience  negative cash flow from  operations in the  foreseeable
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;  the fluctuating  levels of
oil,  natural gas, and natural gas liquids prices;  and the current low level of
interest rates, 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,  2002,  the  Company  had  no  material   commitments   for  capital
expenditures.

                              RESULTS OF OPERATIONS

Sales  decreased  42%  from  $176,000  in  the  quarter  ended  March  31,  2001
("Q2FY01"),  to $102,000 in the quarter ended March 31, 2002  ("Q2FY02"):  A 27%
increase in oil sold was  accompanied  by a 1% increase in the average  realized
price per barrel, and a 30% increase in gas sold was offset by a 73% decrease in
the average  realized  price per thousand cubic feet.  Sales  decreased 46% from
$409,000 in the six months ended March 31,  2001,  to $220,000 in the six months
ended  March  31,  2002:  A 1%  decrease  in oil sold was  accompanied  by a 35%
decrease in the average  realized  price per barrel,  and a 40%  increase in gas
sold was offset by a 67%  decrease in the average  realized  price per  thousand
cubic feet.  Interest income  decreased 47% from $34,000 in Q2FY01 to $18,000 in
Q2FY02 and 44% from $71,000 in the six months  ended March 31, 2001,  to $40,000
in the six months  ended  March 31,  2002,  because of lower  realized  interest
rates. In the quarter ended December 31, 2000, the Company  recognized a gain on
sale of assets of $488,000  from the sale of interests in producing  oil and gas
properties.  Lease  operating  expense  increased  8% from  $73,000 in Q2FY01 to
$79,000 in Q2FY02 and 22% from  $139,000 in the six months ended March 31, 2001,
to $170,000 in the six months ended March 31, 2002, because of increased repairs
and maintenance  expense.  Production taxes decreased 35% from $20,000 in Q2FY01
to  $13,000 in Q2FY02 and 43% from  $47,000  in the six months  ended  March 31,
2001,  to $27,000 in the six months  ended  March 31,  2002,  because of reduced
sales. Net earnings decreased from $16,000 in Q2FY01 to a net loss of $78,000 in
Q2FY02  principally  because of lower sales and  interest  income,  and from net
earnings of $579,000 in the six months  ended March 31,  2001,  to a net loss of
$151,000 in the six months  ended March 31, 2002,  principally  because of lower
sales and interest  income,  and because of a  significant  reduction in gain on
sale of assets.

                                    LIQUIDITY

Operating  Activities.  Net cash provided by operating activities decreased from
$82,000 in the six months  ended  March 31,  2001,  to $99,000  net cash used in
operating  activities  in the six  months  ended  March 31,  2002,  because  net
earnings  exclusive of gain on sale of assets  decreased from $91,000 in the six
months ended March 31,  2001,  to a net loss of $151,000 in the six months ended
March 31, 2002.

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

Financing  Activities.  In the six months  ended  March 31,  2002,  the  Company
acquired 1,087,500 shares of its Common Stock for $109,000.  On May 7, 2002, the
Company acquired 105,000 shares of its Common Stock in a negotiated  transaction
for  $11,865.  On May 8, 2002,  the  Company  retired all  outstanding  treasury
shares,  and the Board of  Directors  authorized  the  purchase  of no more than
250,000  shares of its Common  Stock,  from time to time, on the open market and
through negotiated transactions, prior to December 31, 2002.

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  workovers,
or in the acquisition of interests in producing properties. Although prices have
risen during the last 60 days, the world oil prices and domestic natural gas and
natural gas liquids prices that prevailed  during the six months ended March 31,
2002, were materially depressed relative to price levels prevailing in the prior
year.  Also,  during the six months  ended March 31, 2002,  interest  rates were
materially depressed relative to levels prevailing for the last several decades.
At such price and  interest  rate levels,  all other  things  being  equal,  the
Company  is likely to  experience  net  losses  unless it  increases  production
levels.  With the exception of  unanticipated  variations in production  levels,
unanticipated RR&D, unanticipated environmental expense, price fluctuations, and
low interest rate 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.

                                   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 9, 2002                              By:    /s/ STEVEN H. CARDIN
     ------------------                              ---------------------------
                                                                Steven H. Cardin
                                                     Chief Executive Officer and
                                                     Principal Financial Officer

                                   Page 7 of 7