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 - December 31, 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.

            X   Yes                                     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 December 31, 1997: 40,852,576



                      WINCO PETROLEUM CORPORATION
                        CONDENSED BALANCE SHEET



                                             DECEMBER 31,     SEPTEMBER 30,
                                                1997              1997
                                             (Unaudited)        (Audited)
                                             -----------       ----------
ASSETS
- ------

CURRENT ASSETS:
  Cash and short-term cash
   investments                                 $ 143,999         $ 166,605 
  Notes and accounts receivable                  100,872            69,927 
  Prepaid expenses and other                        -                 -    
                                              ----------        ---------- 
    TOTAL CURRENT ASSETS                         244,871           236,532 

INVESTMENTS IN OIL AND GAS PROPERTIES
 AT COST, NET (Using the full cost method
 of accounting)                                  303,031           310,031 

WELL EQUIPMENT INVENTORY At Lower
 of Cost or Market                                32,217            32,218 

FURNITURE, FIXTURES AND VEHICLES
 At Cost, Net of Allowances for
 Depreciation                                        361               361 

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

    TOTAL ASSETS                              $  581,480        $  580,142 
                                              ==========        ========== 

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

CURRENT LIABILITIES:
  Accounts payable to stockholders
   and directors                              $      150        $      150 
  Accounts payable and accrued
   liabilities                                    46,476            44,480 
                                              ----------        ---------- 
    TOTAL CURRENT LIABILITIES                     46,626            44,630 
                                              ----------        ---------- 

STOCKHOLDERS' INVESTMENT
  Common stock, no par value; 50,000,000
    shares authorized; 23,000,000
    shares issued and outstanding                307,000           307,000 
  Additional paid in capital                   1,281,520         1,281,520 
  Accumulated deficit                         (1,053,666)       (1,053,008)
                                              ----------        ---------- 
    TOTAL STOCKHOLDERS' INVESTMENT               534,854           535,512 
                                              ----------        ---------- 

    TOTAL LIABILITIES AND
      STOCKHOLDERS' INVESTMENT                $  581,480        $  580,142 
                                              ==========        ========== 

                                   -2-



                      WINCO PETROLEUM CORPORATION
                   CONDENSED STATEMENT OF OPERATIONS
                              (UNAUDITED)



                                                 THREE MONTHS ENDED
                                                    DECEMBER 31,
                                               1997               1996
                                             ----------         ----------

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

 Oil and gas sales                            $   32,188        $   72,770 
 Interest income                                   1,366               955 
                                              ----------        ---------- 
                                                  33,554            73,725 
                                              ----------        ---------- 

EXPENSES:
- ---------
 Lease operating expenses                         21,991            38,385 
 General and administrative                        5,220            14,872 
 Depreciation, depletion and amortization          7,000            11,541 
                                              ----------        ---------- 
                                                  34,211            64,798 
                                              ----------        ---------- 
Income (Loss) before income tax                     (657)            8,927 

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

   NET INCOME (LOSS):                         $     (657)       $    8,927 
                                              ==========        ========== 

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

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



                                   -3-



                      WINCO PETROLEUM CORPORATION
                        STATEMENT OF CASH FLOW



                                            THREE MONTHS ENDING DECEMBER 31,
                                                1997               1996
                                             ----------         ----------

Cash flows from operating activities:
 Net income (loss)                            $     (657)       $    8,927 

 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation, depletion and
    amortization                                   7,000            11,541 
     Changes in current assets and
     current liabilities:
       Accounts Receivable                       (30,945)           (1,288)
       Prepaid and Other Expenses                   -                 (740)
       Accounts Payable                            1,996            16,214 
                                              ----------        ---------- 

 Net cash provided by (used) in
  operating activities                           (22,606)           34,654 

Cash flows from investing activities:
 Investment in oil and gas properties               -               (7,959)
                                              ----------        ---------- 

   NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                     (22,606)           26,695 

Cash and Cash Equivalents at
 beginning of the period                         166,605            97,941 
                                              ----------        ---------- 

Cash and Cash Equivalents at
 end of the period                            $  143,999        $  124,636 
                                              ==========        ========== 



                                   -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 December 31, 1997 and the results of operations
and changes in financial position for the three months then ended. 
Operating results for the three months ended December 31, 1997 are not
necessarily indicative of the results that may be expected for the fiscal
year ending September 30, 1998.  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, 1997.

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 $7,000 was made
for the three months ended December 31, 1997.  Reserve for depreciation and
depletion was $751,475 and $744,475 on December 31, 1997 and September 30,
1997, 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
three month period ended December 31, 1997 and 1996.  The weighted average
shares outstanding for the periods ending December 31, 1997 and 1996 was
40,852,576.



                                   -5-



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


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

     During the three months ended December 31, 1997 the Company's working
capital increased $6,342.  Working capital increased as a result of the
Company's normal operations.  The Company's working capital at December 31,
1997 was $198,244.

     The Company intends to utilize 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 THREE MONTHS ENDED DECEMBER 31, 1997
- ------------------------------------------------------------------

     During the three months ended December 31, 1997 oil and gas sales
decreased approximately $40,852 from the comparable period in 1996, due to
lower oil and gas prices and the plugging of one of the Company's wells in
Wyoming during 1997.  There was a corresponding decrease in lease operating
expenses of $16,394 between the same periods.

     Interest income increased from the comparable period in 1996 due to
more cash available for investment.

     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 decreased from the comparable
quarter in 1996, primarily as a result of relocating the office and the
timing of payments for professional fees associated with the Company's
year-end reporting.



                                   -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: February 17, 1998







                                   -8-