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 June 30, 1996

         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)

                                 (970) 453-6641
                (Issuer's Telephone Number, Including Area Code)

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,  and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes X No

   Number of shares outstanding of issuer's common equity as of July 9, 1996:
                                   13,966,989

                 Transitional Small Business Disclosure Format:

                                    Yes No X

   -------------------------------------------------------------------------


                                   Page 1 of 6






                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                  JUNE 30, 1996

                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS

                                                                                                 

    Cash and cash equivalents                                                                   $            1,206,000
    Accounts receivable                                                                                        112,000
    Other receivables                                                                                           19,000
    Other                                                                                                       14,000
            Total current assets                                                                             1,351,000

PROPERTY AND EQUIPMENT, AT COST

    Proved oil and gas properties (successful efforts method)                                                2,388,000
    Other                                                                                                       69,000
                                                                                                             2,457,000

    Less accumulated depreciation, depletion, amortization, and valuation allowance                        (2,145,000)
            Net property and equipment                                                                         312,000
                                                                                                $            1,663,000



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Accounts payable                                                                            $               12,000
    Accrued production costs                                                                                    38,000
    Accrued reclamation, restoration, and dismantlement expense                                                 18,000
    Other accrued expenses                                                                                      40,000
            Total current liabilities                                                                          108,000

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 14,285,989 shares                       143,000
    Additional paid-in capital                                                                              14,188,000
    Accumulated deficit                                                                                   (12,536,000)
    Treasury stock, at cost, 366,000 shares at June 30, 1996                                                  (17,000)
    Note receivable from stockholder                                                                         (223,000)
                                                                                                             1,555,000
                                                                                                $            1,663,000


     See accompanying notes to consolidated, condensed financial statements.

                                   Page 2 of 6






                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                                                                                                 

                                                                Three Months Ended           Nine Months Ended
                                                                     June 30                      June 30

                                                                    1996         1995           1996         1995
REVENUE 

    Oil and gas sales                                    $         240,000     221,000         659,000      605,000
    Interest income                                                 18,000      16,000          53,000       50,000
    Gain on sale of assets                                              --       2,000              --        3,000
    Other income                                                   (5,000)     (8,000)           9,000      (5,000)
                                                                   253,000     231,000         721,000      653,000
COSTS AND EXPENSES

    Lease operating                                                 72,000      91,000         237,000      254,000
    Production taxes                                                25,000      26,000          65,000       69,000
    General and administrative                                      88,000      95,000         245,000      265,000
    Exploration                                                         --          --              --       10,000
    Reclamation, restoration, and dismantlement                         --          --           8,000           --
    Depreciation, depletion, and amortization                       17,000      22,000          52,000       69,000
                                                                   202,000     234,000         607,000      667,000
NET EARNINGS (LOSS)                                      $          51,000     (3,000)         114,000     (14,000)
EARNINGS (LOSS) PER SHARE                                $               *           *            0.01            *
WEIGHTED AVERAGE SHARES OUTSTANDING                             13,983,473  14,516,769      14,073,901   14,653,398



*Less than $.01 per share

    See accompanying notes to consolidated, condensed financial statements.

                                   Page 3 of 6






                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOW

                                   (UNAUDITED)

                                                                                              

                                                                                       NINE MONTHS ENDED

                                                                                            JUNE 30
                                                                                       1996         1995

CASH FLOWS FROM OPERATING ACTIVITIES

    Net earnings (loss)                                                         $        114,000     (14,000)
    Adjustments to reconcile net earnings (loss) to net cash
       provided by operating activities

            Gain on sale of assets                                                            --      (3,000)
            Depreciation, depletion, and amortization                                     52,000       69,000
            Decrease in accounts receivable                                               26,000       23,000
            Decrease in other receivables                                                 10,000       28,000
            (Increase) decrease in other current assets                                    1,000     (13,000)
            Decrease in accounts payable                                                (28,000)     (23,000)
            Decrease in accrued production costs                                        (17,000)     (25,000)
            Decrease in accrued reclamation, restoration, and dismantlement             (27,000)     (14,000)
            (Increase) decrease in other accrued expenses                                (3,000)       14,000
                Net cash provided by operating activities                                128,000       42,000

CASH FLOWS FROM INVESTING ACTIVITIES

    Proceeds from sale of assets                                                              --        3,000
    Expenditures for oil and gas property development, net of proceeds                   (3,000)        3,000
    Other additions to property and equipment                                            (2,000)      (8,000)
                Net cash used in investing activities                                    (5,000)      (2,000)

CASH FLOWS FROM FINANCING ACTIVITIES

    Acquisition of treasury stock                                                       (20,000)     (35,000)
                Net cash used in financing activities                                   (20,000)     (35,000)

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                103,000        5,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       1,103,000    1,012,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $      1,206,000    1,017,000



    See accompanying notes to consolidated, condensed financial statements.

                                   Page 4 of 6






                     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 fi nancial statements contain all adjustments
necessary to present fairly the financial position of the Company as of June 30,
1996,  its cash flows for the nine months ended June 30, 1996 and 1995,  and its
results of  operations  for the three and nine  months  ended June 30,  1996 and
1995.  Such  adjustments  consisted  only of  normal  recurring  items.  Certain
reclassifica tions have been made to the financial  statements for the three and
nine months ended June 30, 1995, to conform with the classifications used in the
financial  statements  for the three and six  months  ended June 30,  1996.  The
results  of  operations  for the  periods  ended  June  30 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  1995
Annual  Report on Form  10-KSB,  and it is  suggested  that these  consolidated,
condensed financial statements be read in conjunction therewith.

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

Cash and cash  equivalents  increased from September 30, 1995, to June 30, 1996,
principally  because  of  net  cash  provided  by  operating  activities.  Other
receivables   decreased  because  the  Company  received  $8,000  in  refundable
production  taxes  and  also  received  $6,000  related  to an  advance  for  an
unsuccessful  recompletion.  Accounts payable  decreased because the Company has
been paying invoices more promptly.  Accrued  production costs decreased because
lease operating expenses have declined.  Accrued reclamation,  restoration,  and
dismantlement  expense  decreased because during the three months ended December
31, 1995, the Company expended $28,000 to plug the remaining  unplugged wells in
the field discussed below.

During the nine months ended June 30, 1996,  the Company  retired  approximately
6,400,000  shares of its Common Stock,  which had the effect of reducing  Common
Stock, par value, by $64,000 and additional paid in capital by $594,000.  During
the nine months ended June 30, 1996, the Company  acquired 366,000 shares of its
Common Stock at a total cost of $20,000.

The Company owns a property which contains  oil-contaminated soil. At this time,
the  Company  cannot  reasonably  predict  what  reclamation  activities  may be
required  to  restore  the  property,  or  their  costs.  However,  based on the
Company's  preliminary  assessment of the contamination and feasible reclamation
alternatives,  the  Company  originally  estimated  that  such  reclamation  and
restoration  costs,  including  the costs of plugging the wells on the property,
could range from $60,000 to $160,000,  of which the Company has accrued $60,000.
As of June 30,  1996,  the Company had plugged all of the wells on the  property
for a total  cost of  approximately  $42,000,  which  was  applied  against  the
accrual. The Company expects to begin selling equipment from the property and to
commence reclamation and restoration activities during the Summer of 1996.

Net cash provided by operating activities increased during the nine months ended
June 30, 1996,  as compared to the nine months ended June 30, 1995,  principally
because of the increase in net earnings.  Also included in expenditures  for oil
and gas property  development  during the nine months ended June 30, 1995,  is a
refund of $3,000.

Currently,  Iraq and the United Nations are negotiating an agreement under which
Iraq  may be  permitted  to  export  limited  quantities  of  oil.  The  Company
anticipates  that oil and gas prices will  decline  precipitously  from  current
levels if Iraq  returns  to the world oil  market.  At such  prices,  unless the
Company's  production of oil and gas increases as the result of  acquisitions of
producing oil and gas properties,  successful drilling activities, or successful
recompletions,  the  Company  is likely to  experience  negative  cash flow from
operations.  Although the Company continually evaluates possible acquisitions of
producing  oil and gas  properties,  the market for such  properties  has become
highly  competitive,  with properties trading at prices well above those implied
by  the  Company's  acquisition  criteria.   Therefore,   the  Company  has  not
consummated  a  significant  acquisition  of interests in producing  oil and gas
properties since fiscal 1990.

                                   Page 5 of 6





With the exception of the Company's  intention to acquire  producing oil and gas
properties,  cash flows that may result  from such  acquisitions,  and  possible
additional  reclamation,  restoration,  and dismantlement  expense,  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 oil and gas proper ties,  asset sales,
or interest income, the Company has no internal or external sources of liquidity
other than its  working  capital.  At July 9, 1996,  the Company had no material
commitments for capital expenditures.

Sales  increased  during  the three and nine  months  ended  June 30,  1996,  as
compared to the three and nine  months  ended June 30,  1996,  because of higher
effective prices per barrel of oil equivalent. Interest income increased for the
three and nine months because of higher effective interest rates and higher cash
balances. Other income consists of a multitude of miscellaneous items, including
adjustments to sales,  production  taxes,  and lease operating  expense in prior
periods  reported  currently by operators of properties in which the Company has
an interest.  For the three and nine months ended June 30, 1995,  material items
included an $8,000 adjustment to lease operating expense related to a prior year
and an $8,000 purchase price  adjustment  related to an acquisition of interests
in producing properties consummated in a prior year.

Lease operating  expense  decreased  during the three and nine months ended
June 30, 1996, because of reduced repairs and maintenance  expense.  General and
administrative  expense  decreased during the three and nine months  principally
because the Company incurred $7,000 in rent and lease termination expense during
the three  months ended June 30,  1995,  and $15,000 in such expense  during the
nine months ended June 30, 1995,  relating to the lease of the Company's  former
office space,  which lease was terminated in 1995.  During the nine months ended
June 30, 1995, the Company recognized $10,000 in exploration  expense related to
an unsuccessful attempted  recompletion.  During the three months ended December
31,  1995,  the  Company  recognized  $8,000 in  reclamation,  restoration,  and
dismantlement  expense  related to the plugging and abandonment of one well in a
field in Wyoming.  Depreciation,  depletion,  and amortization expense decreased
during the three and nine months  ended June 30,  1996,  because  the  Company's
basis in its depreciable and depletable assets declined.  Net earnings increased
during  the  three  and  nine  months  because  revenue  increased  and  expense
decreased.

The Company's  sales and net income 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 largely beyond the Company's control.  In addition,  because
the quantity of oil and gas produced from existing wells declines over time, the
Company's  sales and net  income  will  decrease  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   oil  or  gas   properties.   With  the  exception  of
unanticipated  variations in production levels, possible additional reclamation,
restoration, and dismantlement expense, and price declines resulting from Iraq's
return to the world oil markets,  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 sales or revenue or income from continuing operations.

                                   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:   July 11, 1996                                 By:   /s/ STEVEN H. CARDIN
     -------------------                                 -----------------------
                                                                Steven H. Cardin
                                                     Chief Executive Officer and
                                                     Principal Financial Officer

                                   Page 6 of 6