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

                                FORM 12b-25

                        NOTIFICATION OF LATE FILING

                               (Check One):
[ ] Form 10-K;[ ] Form 20-F;[ ] Form 11-K;[X] Form 10-Q;[ ] Form N-SAR

     For Period Ended: March 31, 1996
     [ ]Transition Report on Form 10-K                      SEC FILE NUMBER
     [ ]Transition Report on Form 20-F                          0-8301  
     [ ]Transition Report on Form 11-K
     [ ]Transition Report on Form 10-Q
     [ ]Transition Report on Form N-SAR
     For the Transition Period Ended: ___________________________________
______________________________________________________________________________

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type
     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
______________________________________________________________________________

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
______________________________________________________________________________

Part I--Registrant Information
______________________________________________________________________________

     Full Name of Registrant: Golden Triangle Royalty & Oil, Inc.
     Former Name if Applicable: 
     Address of Principal Executive Office (Street and Number):
               8504 Sonoma Valley, N.E.
               Albuquerque, NM   87122
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Part II--Rules 12b-25 (b) and (c)
______________________________________________________________________________

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate)

     [ ](a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

     [X](b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and

     [ ](c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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Part III--Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within
the prescribed time period.  (Attach Extra Sheets if Needed)

     During April & early May of 1996, Management's attention was diverted to
the completion of a transaction for the acquisition of a significant new 
asset.  As a result of this focus, information and questions regarding the 
financial statements were delay until such a late date that the accountants 
performing a review of our financial statements for this quarter could not 
reasonably and satisfactorily complete their review within a time frame which
would allow preparation of the management's discussion and filing within the
due date.
______________________________________________________________________________

Part IV--Other Information
______________________________________________________________________________

     (1)Name and telephone number of person to contact in regard to this
notification:  Ivan Webb           (817) 442-3968

     (2)Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed?  If the answer
is no, identify report(s).                                  [X] Yes  [ ] No

     (3)Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?                                            [ ] Yes  [X] No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                     GOLDEN TRIANGLE ROYALTY & OIL, INC.
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:   May 15, 1996       By: /s/ Ivan Webb
                              Ivan Webb, Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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