PEASE OIL & GAS CO /CO/
10QSB/A, 1996-12-30
CRUDE PETROLEUM & NATURAL GAS
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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                             
                             FORM 10-QSB
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                          EXCHANGE ACT OF 1934
                                   or
  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE                           ACT OF 1934
              FOR THE QUARTER ENDED SEPTEMBER 30, 1996
                    Commission File Number 0-6580
                      PEASE OIL AND GAS COMPANY
     (Name of small business issuer as specified in its charter)

               Nevada                                  87-0285520
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                     Identification Number)


   751 Horizon Court, Suite 203 
     Grand Junction, Colorado                         81506
(Address of principal executive offices)                       (Zip code)

                           (970) 245-5917
          (Issuer's telephone number, including area code)
                                  
     Securities registered pursuant to Section 12(b) of the Act:
                               (None)

     Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $.10 Per Share) Series A Cumulative Convertible
             Preferred Stock (Par Value $0.01 Per Share)
                           Title of Class

     Indicate by check mark whether the issuer (1) has filed all reports requir
ed tobe filed by Section 13 or 15(d) of the Exchange Act during the past 12 mon
ths (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    No   

     As of November 1, 1996 the issuer had 7,316,207 shares of its $0.10 par 
value Common Stock and 202,688 shares of its $0.01 par value Series A Cumulative
Convertible Preferred Stock issued and outstanding.  As of November 1, 1996 the
aggregate market value of the common stock held by non-affiliates was 
$13,741,328. This calculation is based upon the closing sale price of $2.1875 
per share on November 1, 1996.
This submission is being filed to include the Article 5, Financial Data
Schedule, inadvertently omitted in the original filing of the Form 10-QSB on 
November 13, 1996.
                             SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   PEASE OIL AND GAS COMPANY



Date: November 13, 1996       By: /s/ Willard H. Pease, Jr. 
                                        Willard H. Pease, Jr.
                              President and Chief Executive Officer



Date: November 13, 1996       By: /s/ Patrick J. Duncan                      
                                       Patrick J. Duncan
                              Chief Financial Officer and
                              Principal Accounting Officer

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                                          <C>
<PERIOD-TYPE>                           9-MOS
<FISCAL-YEAR-END>                                                DEC-31-1996
<PERIOD-END>                                                     SEP-30-1996
<CASH>                                                               855,149
<SECURITIES>                                                               0
<RECEIVABLES>                                                         411,540
<ALLOWANCES>                                                          24,579
<INVENTORY>                                                           433,852
<CURRENT-ASSETS>                                                      1,784,673
<PP&E>                                                                15,691,356
<DEPRECIATION>                                                        5,089,086
<TOTAL-ASSETS>                                                   13,898,005
<CURRENT-LIABILITIES>                                            705,067
<BONDS>                                                                    0
                                            0
                                                           2,027
<COMMON>                                                              731,621
<OTHER-SE>                                                                 0
<TOTAL-LIABILITY-AND-EQUITY>                                13,898,005
<SALES>                                                              4,895,954
<TOTAL-REVENUES>                                                      4,998,422
<CGS>                                                               4,221,440
<TOTAL-COSTS>                                                         4,221,440
<OTHER-EXPENSES>                                                      5,275,596
<LOSS-PROVISION>                                                      0
<INTEREST-EXPENSE>                                               266,383
<INCOME-PRETAX>                                                       (551,270)
<INCOME-TAX>                                                          (41,409)
<INCOME-CONTINUING>                                              (509,861)
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                                  0
<NET-INCOME>                                                          (509,861)
<EPS-PRIMARY>                                                         (0.09)
<EPS-DILUTED>                                                         (0.09)
        

</TABLE>


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