SECURITIES AND EXCHANGE COMMISSION
                                   
                        Washington D.C.  20549
                                   
                               FORM 10Q
                                   
           QUARTERLY REPORT PURSUANT OF SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
                 For the Quarter Ended - June 30, 1997
                                   
                                0-9295
                        ----------------------
                        Commission File Number
                                   
                      WINCO PETROLEUM CORPORATION
         -----------------------------------------------------
        (Exact name of registrant as specified in its charter)


           COLORADO                            84-0794604                
- -------------------------------    -------------------------------------
(State of other jurisdiction of   (I.R.S. Employer Identification number)
incorporation of organization


            P.O. BOX 342
         GARDEN CITY, KANSAS                            67846            
- ---------------------------------------              ----------
(Address of principal executive offices)             (Zip Code)          


                            (316) 275-2963
          ---------------------------------------------------
         (Registrant's telephone number, including area code)
                                   
                                   
                                  N/A
 --------------------------------------------------------------------
 (Former name, former address, former fiscal year if change 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 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
          -----                                   -----

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.

Class:  Common Stock, No par value

Outstanding as of June 30, 1997: 40,852,576



                      WINCO PETROLEUM CORPORATION
                        CONDENSED BALANCE SHEET



                                          NINE MONTHS ENDED     YEAR ENDED
                                              JUNE 30,         SEPTEMBER 30,
                                                1997               1996
                                             (UNAUDITED)        (AUDITED)
                                             ----------         ----------
ASSETS
- ------

CURRENT ASSETS:
Cash and short-term cash investments          $  258,873        $   97,941 
 Notes and accounts receivable                    64,016            82,170 
 Prepaid expenses and other                        4,908             6,389 
                                              ----------        ---------- 
   TOTAL CURRENT ASSETS                          327,797           186,500 

INVESTMENTS IN OIL AND GAS PROPERTIES
 AT COST, NET (Using the full cost
 method of accounting)                           216,320           248,340 

WELL EQUIPMENT INVENTORY At Lower
 of Cost or Market                                31,947            53,476 

FURNITURE, FIXTURES AND VEHICLES
 At Cost, Net of Allowances for
 Depreciation                                        657             1,000 

OTHER ASSETS                                       1,000             1,000 
                                              ----------        ---------- 

   TOTAL ASSETS                               $  577,721        $  490,316 
                                              ==========        ========== 

LIABILITIES AND STOCKHOLDERS' INVESTMENT
- ----------------------------------------

CURRENT LIABILITIES:
 Accounts payable to stockholders
  and directors                               $      150        $      150 
 Accounts payable and accrued
  liabilities                                     36,587            37,856 
                                              ----------        ---------- 
   TOTAL CURRENT LIABILITIES                      36,737            38,006 
                                              ----------        ---------- 

STOCKHOLDERS' INVESTMENT
 Common stock, no par value; 50,000,000
   shares authorized; 40,852,576 shares
   issued and outstanding                        307,000           307,000 
 Additional paid in capital                    1,260,920         1,260,920 
 Accumulated deficit                          (1,026,936)       (1,115,610)
                                              ----------        ---------- 
   TOTAL STOCKHOLDERS' INVESTMENT                540,984           452,310 
                                              ----------        ---------- 

   TOTAL LIABILITIES AND
     STOCKHOLDERS' INVESTMENT                 $  577,721        $  490,316 
                                              ==========        ========== 

                                   -2-



                      WINCO PETROLEUM CORPORATION
                   CONDENSED STATEMENT OF OPERATIONS
                              (UNAUDITED)



                                              THREE MONTHS ENDED JUNE 30,
                                                1997               1996
                                             ----------         ----------

REVENUES:
- ---------

 Oil and gas sales                            $   61,793       $    31,867 
 Interest income                                     629             1,197 
 Gain on sale of reserves                         76,463                -- 
                                              ----------        ---------- 
                                                 138,885            33,064 
                                              ----------        ---------- 

EXPENSES:
- ---------
 Lease operating expenses                         26,577            16,813 
 General and administrative                       19,315            19,335 
 Depreciation, depletion and amortization         11,370             9,469
                                              ----------        ---------- 
                                                  57,262            45,617 
                                              ----------        ---------- 

Income (Loss) before income tax                   81,623           (12,553)

Income tax expense (benefits)                         --                -- 
                                              ----------        ---------- 

   NET INCOME (LOSS):                         $   81,623        $  (12,553)
                                              ==========        ========== 

NET INCOME (LOSS) PER
 COMMON SHARE-
 Primary and fully diluted                    $       --        $       -- 
                                              ==========        ========== 

WEIGHTED AVERAGE SHARES OUTSTANDING:          40,852,576        23,000,000 
                                              ==========        ========== 



                                   -3-



                      WINCO PETROLEUM CORPORATION
                        STATEMENT OF CASH FLOW



                                               NINE MONTHS ENDED JUNE 30,
                                                 1997               1996
                                              ----------         ----------

Cash flows from operating activities:
 Net income (loss)                            $   88,674        $  (41,278)

 Adjustments to reconcile net income
  (loss) to net cash used in operating
  activities:
   Depreciation, depletion and
    amortization                                  34,453            18,849 
   Changes in current assets and
    current liabilities:
     Accounts Receivable                         (18,154)          (27,824)
     Prepaid and Other Expenses                   (1,481)            1,909 
     Accounts Payable                              1,269            12,089 
                                              ----------        ---------- 

 Net cash provided by (used) in
  operating activities                           104,761           (36,255)

Cash flows from investing activities:
 Investment in oil and gas properties             56,171            (1,125)
                                              ----------        ---------- 

   NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                     160,932           (37,380)

Cash and Cash Equivalents at beginning
 of the period                                    97,941           155,911 
                                              ----------        ---------- 

Cash and Cash Equivalents at end
 of the period                                $  258,873        $  118,531 
                                              ==========        ========== 







                                   -4-



                      WINCO PETROLEUM CORPORATION
                NOTES TO CONDENSED FINANCIAL STATEMENTS
                              (UNAUDITED)

CONDENSED FINANCIAL STATEMENTS
- ------------------------------

1.   The accompanying, unaudited, condensed financial statements have been
prepared in accordance with Rule 10-01 of Regulation S-X and do not include
all principles for completed financial statements.

     In the opinion of Winco Petroleum Corporation the accompanying
unaudited, condensed financial statements contain all adjustments
(consisting of normal adjustments) necessary to present fairly the
financial position as of June 30, 1997 and the results of operations and
changes in financial position for the nine months then ended.  Operating
results for the nine months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 1997.  These statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K for the
fiscal year ended September 30, 1996.

INVESTMENTS IN OIL AND GAS PROPERTIES
- -------------------------------------

2.   Depreciation and depletion of the full cost pool is computed using a
unit-of-production method based on proved reserves as determined annually
by the Company and independent engineers.  A provision of $34,453 was made
for the nine months ended June 30, 1997.  Reserve for depreciation and
depletion was $1,019,420 and $984,811 on June 30, 1997 and September 30,
1996, respectively.

EARNINGS PER SHARE
- ------------------

3.   Earnings per common share were computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
nine month period ended June 30, 1997 and 1996.  The weighted average
shares outstanding for the period ending June 30, 1997 and 1996 was
40,852,576 and 23,000,000 shares, respectively.







                                   -5-



                      WINCO PETROLEUM CORPORATION
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     During the nine months ended June 30, 1997 the Company's working
capital increased $92,994.  Working capital increased as a result of
improved oil and gas sales due to the Company's acquisition of additional
interests in oil and gas properties and sale of some of the Company's
reserves and equipment in Wyoming.  The Company's working capital at June
30, 1997 was $291,060.

     The Company intends to utilize these funds to purchase producing
properties.  The Company also may participate in oil and gas development
programs through sharing arrangements with industry participants.  The
Company will consider those arrangements which are financially feasible
under current conditions.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997
- ------------------------------------------------------------

     During the nine months ended June 30, 1997 oil and gas sales increased
approximately $29,926 from the comparable period in 1996 due to additional
production from the interests in four (4) oil leases acquired by the
Company and improved oil and gas prices.  There was a corresponding
increase in lease operating expenses of $9,764 between the same periods.

     Interest income decreased from the comparable period in 1996 due to
less cash invested during the period.

     Due to net operating loss carry forward and the tax credits available
for financial reporting and tax reporting purposes, the Company does not
expect any significant income tax effects in the current year.

     General and administrative expense increased from the comparable
quarter in 1996, primarily as a result of costs associated with the annual
audit and SEC filing requirements, which appeared in the quarter ending
March 31, 1996 for last year.







                                   -6-



                       WINCO PETROLEUM CORPORATION

PART II
- -------

ITEM 1.   LEGAL PROCEEDINGS

          None

ITEM 2.   CHANGES IN SECURITIES

          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

          None

ITEM 5.   OTHER INFORMATION

          None

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

          None







                                   -7-



                               SIGNATURES
                               ----------

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



                                        WINCO PETROLEUM CORPORATION



                                        /s/ CECIL O'BRATE
                                        -------------------------------
                                        Cecil O'Brate
                                        President

Dated: December 29, 1997







                                   -8-