SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                 FORM 10-QSB- A

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

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         For Quarter Ended January 31, 1996 Commission File No. 33-19324


                              STAR RESOURCES, INC.
               (Exact name of registrant as specified in charter)


          Delaware                                    75-0223079
(State or other jurisdiction                  (IRS Employer Identification No.)
   at incorporation)



5420 LBJ Freeway Suite 540
 Dallas,                                                       Texas
75240
(Address of principal                                         (Zip Code)
 executive offices)

        Registrant's telephone number, including area code: (214)770-2255


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         (Former Name, Former Address and Former Fiscal Year, if Changed
                                                    Since Last Report)

Indicate by check mark whether the registrant (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  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    YES X NO

     As of March 11, 1996,  there were outstanding  41,426,186  shares of common
stock, $.001 par value.

                                             This report consists of 3 pages.






SIGNATURES


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


                              STAR RESOURCES, INC.
                                  (Registrant)





Date:  May 21, 1996          By:_____________________
                                s/Lawrence E. Steinberg
                                Lawrence E. Steinberg, Chief Executive Officer
                                Principal Executive Officer




Date: May 21, 1996          By:_____________________ 
                               Michael A. Hershman
                               Michael A. Hershman, Treasurer
                               Principal Financial Officer