MALLON RESOURCES CORP
10-Q, 1996-05-17
CRUDE PETROLEUM & NATURAL GAS
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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C.  20549

                            Form 10-Q


(Mark One)
[X]   Quarterly report pursuant to Section 13 or 15(d) of the 
          Securities Exchange Act of 1934 for the quarterly
          period ended March 31, 1996.

- - or -

[  ]   Transition report pursuant to Section 13 or 15(d) of the 
          Securities Exchange Act of 1934 for the transition
          period from _____________ to _________________.

                  Commission File No. 0-17267

                  MALLON RESOURCES CORPORATION
      (Exact name of registrant as specified in its charter)

COLORADO                                   84-1095959
(State or other jurisdiction     (IRS Employer Identification No)
of incorporation or organization)

                  999 18th Street, Suite 1700
                    Denver, Colorado  80202
           (Address of principal executive offices)

                        (303) 293-2333
      (Registrant's telephone number, including area code)

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 such shorter period of time 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 May 10, 1996: 
8,077,722 shares of Registrant's Common Stock were outstanding; 
1,100,918 shares of Registrant's Series A Preferred Stock 
(convertible into 1,113,173 shares of Common Stock) were 
outstanding; and
400,000 shares of Registrant's Series B Mandatorily Redeemable 
Convertible Preferred Stock (convertible into 984,953 shares of 
Common Stock) were outstanding

          MALLON RESOURCES CORPORATION AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS
                           (Unaudited)

                              ASSETS

<TABLE>
<CAPTION>
                                     December 31,    March 31,
                                     1995            1996
<S>                                  <C>             <C>
Current assets:
   Cash and cash equivalents        $  1,269,000    $   712,000 
   Accounts receivable, with no
      allowance for doubtful accounts:
         Joint interest participants     376,000        219,000
         Related parties                  22,000         28,000
         Oil and gas sales             1,065,000      1,101,000
   Inventories                            53,000         43,000
   Other                                 143,000        152,000
         Total current assets          2,928,000      2,255,000

Property and equipment:
   Oil and gas properties, 
      under full cost method          43,751,000     43,959,000
   Mining properties and equipment     6,248,000      6,686,000
   Other equipment                       508,000        523,000
                                      50,507,000     51,168,000
   Less accumulated depreciation,
      depletion and amortization     (22,085,000)   (22,650,000)
                                      28,422,000     28,518,000

Notes receivable, related parties         63,000         63,000

Other, net                               222,000        102,000

Total Assets                        $ 31,635,000   $ 30,938,000

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of capital lease 
      obligation                    $     23,000   $     23,000
   Trade accounts payable              2,309,000      1,529,000
   Undistributed revenue                 711,000        834,000
   Drilling advances                     271,000        213,000
   Accrued taxes and expenses             90,000        123,000
         Total current liabilities     3,404,000      2,722,000

Long-term debt                        10,000,000     10,231,000
Capital lease obligation, net of 
   current portion                        37,000         27,000
Drilling advances                        315,000        315,000
       Total non-current liabilities  10,352,000     10,573,000

Total liabilities                     13,756,000     13,295,000

Commitments and contingencies                 --             --

Minority interest                      2,275,000      2,275,000

Series B Mandatorily Redeemable 
   Convertible Preferred Stock, 
   $0.01 par value, 500,000 shares 
   authorized, 400,000 shares issued 
   and outstanding, liquidation 
   preference and mandatory redemption 
   of $4,000,000                       3,844,000      3,854,000

Stockholders' equity:
   Series A Preferred Stock, $0.01 
      par value, 1,467,890 shares 
      authorized, 1,100,918 shares 
      issued and outstanding, liqui-
      dation preference $6,000,000     5,730,000      5,730,000
   Common Stock, $0.01 par value, 
      25,000,000 shares authorized; 
      7,672,503 and 8,072,722 shares 
      issued and outstanding, 
      respectively                        78,000        81,000
   Additional paid-in capital         38,906,000    39,232,000
   Accumulated deficit               (32,954,000)  (33,529,000)
         Total stockholders' equity   11,760,000    11,514,000

Total Liabilities and Stockholders' 
  Equity                            $ 31,635,000  $ 30,938,000
</TABLE>
The accompanying notes are an integral part of these 
consolidated financial statements.

                  MALLON RESOURCES CORPORATION

            INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)

<TABLE>
<CAPTION>
                                        For the Three Months
                                        Ended March 31,
                                        1995          1996
<S>                                     <C>           <C>
Revenues:
   Oil and gas sales                    $1,060,000    $1,357,000
   Operating service revenue                47,000        42,000
   Interest and other                       14,000        12,000
                                         1,121,000     1,411,000

Costs and expenses:
   Oil and gas production                  463,000       425,000
   Mine operating expense                   96,000        95,000
   Depletion, depreciation and 
      amortization                         574,000       578,000
   General and administrative              544,000       506,000
   Interest and other                       19,000       212,000
                                         1,696,000     1,816,000

Loss before extraordinary item            (575,000)     (405,000)

Extraordinary loss on early retirement 
   of debt                                      --      (160,000)

Net loss                                  (575,000)     (565,000)

Dividends on preferred stock and accretion (89,000)      (90,000)

Net loss available to common stockholders $(664,000)  $ (655,000)


Per share:
   Loss available to stockholders
      before extraordinary item            $ (0.09)      $ (0.06)

   Extraordinary loss                           --         (0.02)

   Net loss available to common 
      stockholders                         $ (0.09)      $ (0.08)

Weighted average shares outstanding      7,757,000     7,820,000
</TABLE>

The accompanying notes are an integral part of these 
consolidated financial statements.

          MALLON RESOURCES CORPORATION AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited)


<TABLE>
<CAPTION>
                                       For the Three Months
                                       Ended March 31,
                                       1995          1996
<S>                                    <C>           <C>
Cash flows from operating activities: 
   Net loss                            $  (575,000)  $  (565,000)
   Adjustments to reconcile net loss 
     to net cash provided by operations:
      Depletion, depreciation, and 
         amortization                      574,000       578,000
      Stock issued for compensation         12,000        64,000
      Amortization of deferred revenue    (561,000)           --
      Non-cash portion of extraordinary loss    --       160,000
      Other                                     --       (13,000)
      Changes in operating assets and liabilities:
        (Increase) decrease in:
           Accounts receivable            (164,000)      115,000
           Inventory and other assets      (86,000)       11,000
        Increase (decrease) in:
           Accounts payable                806,000      (435,000)
           Accrued taxes and expenses       62,000       156,000
           Deferred revenues and drilling 
              advances                      (9,000)      (58,000)
         Net cash provided by (used in) 
            operating activities            59,000        13,000

Cash flows from investing activity -
   Additions to property and equipment  (1,119,000)     (661,000)

Cash flows from financing activities:
   Proceeds from long-term debt          1,375,000       231,000
   Payment of loan origination fees             --       (50,000)
   Payment of capital lease obligation          --       (10,000)
   Payment of preferred dividends          (79,000)      (80,000)
         Net cash provided by financing 
            activities                   1,296,000        91,000

Net increase (decrease) in cash and 
   cash equivalents                        236,000      (557,000)

Cash and cash equivalents, beginning 
   of period                                88,000     1,269,000

Cash and cash equivalents, end of period $ 324,000   $   712,000

Supplemental cash flow information:
   Cash paid for interest                $  18,000   $   150,000
   Cash paid for income taxes            $      -    $        --
Non-cash transactions:
   Issuance of common stock in exchange for:
      Property and equipment             $ 112,000   $        --
      Loan origination fee               $ 112,000   $        --
      Consultants' accounts payable      $      --   $   345,000
</TABLE>
The accompanying notes are an integral part of these consolidated 
financial statements.

                    MALLON RESOURCES CORPORATION

         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)

Note 1.  GENERAL

     Mallon Resources Corporation (the "Company") was 
incorporated in Colorado in 1988, in connection with the 
consolidation of Mallon Oil Company ("Mallon Oil"), Laguna Gold 
Company ("Laguna Gold") and 19 limited partnerships that they 
sponsored.  Mallon Oil continues as a wholly owned subsidiary of 
the Company.  As of March 31, 1996, the Company owned an 80% 
equity interest in Laguna Gold.  All of the Company's business 
activities are conducted through these two subsidiaries.

     The accompanying interim consolidated financial statements 
have been prepared in accordance with the instructions for Form 
10-Q.  The Company believes all adjustments (consisting of normal 
recurring adjustments) necessary for a fair statement have been 
included.  These interim statements should be read in conjunction 
with the consolidated financial statements and notes thereto 
included in the Company's Annual Report on Form 10-K for the year 
ended December 31, 1995.

Note 2.  NOTES PAYABLE AND LONG-TERM DEBT

     On March 20, 1996, the Company replaced its existing line of 
credit facility with a $35,000,000 revolving line of credit 
facility from another bank (the "Facility").  The significant 
terms of the Facility are as follows:

- -     Initial borrowing base under the Facility is $10,500,000, 
subject to redetermination every six months beginning June 30, 
1996;

- -     Interest rate on the Facility is LIBOR plus 2.5%;

- -     The Facility requires a reduction in the commitment of 
$130,000 per month beginning on June 30, 1996, subject to the 
initial borrowing base redetermination;

- -     The Facility provides for an additional $2,000,000 advance 
line of credit to be used solely for a development drilling 
program approved by the lender; this advance line is repayable 
through 100% of the future net revenues generated by successful 
wells under the drilling program.  In addition, if borrowing base 
levels increase under the Facility, such amounts must be borrowed 
and used to prepay amounts outstanding under the advance line.  
In any event, any advance line balance must be repaid by 
September 30, 1997;

- -     The Facility is collateralized by substantially all of the 
Company's oil and gas properties;

- -     The Company is obligated to maintain certain financial and 
other covenants including a minimum current ratio of 1 to 1, 
minimum net equity and a debt coverage ratio; and

- -     The Facility expires on March 31, 1999.

     The proceeds from the Facility were used to retire the 
Company's existing line of credit and related accrued interest.  
The remaining balance of unamortized loan origination fees 
($160,000) on the original line of credit was written off and is 
reflected as extraordinary loss on early debt retirement in the 
consolidated statement of operations.  As of March 31, 1996, the 
total amount outstanding under the Facility was $10,231,000.  

     As of March 31, 1996, the Company was not in compliance with 
all of the applicable loan covenants.  Subsequent to March 31, 
1996, the lender waived compliance with these covenants.  The 
Company and the bank are in the process of revising certain 
covenants for future periods.  The line of credit agreement 
provides that a deviation from a covenant requirement does not 
constitute an event of default if the deviation is waived by the 
lender.  Had the lender not waived compliance with this covenant 
requirement, it would have had the right to declare the Company 
in default of the agreement.  Because the covenant waiver was 
received and management believes that it will be able to meet the 
covenant requirement at June 30, 1996, the line of credit has 
been classified as a noncurrent liability.  


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
           CONDITION AND RESULTS OF OPERATIONS

First Quarter 1996 -- Summary of Results

     The Company's loss before extraordinary item for first 
quarter 1996 improved by $170,000 or 30% over first quarter 1995.  
This improvement is the result of increased oil sales at 
increased prices, reduced oil and gas production expenses, and a 
decrease in general and administrative expenses.  However, lower 
gas sales and an increase in interest expense offset these gains, 
in part.  Further, mining expenses continued to be high due to 
Laguna Gold's increased activities.  


Liquidity, Capital Resources and Capital Expenditures

     At March 31, 1996, the Company's working capital deficit 
improved to $371,000 compared to the working capital deficit of 
$467,000 at December 31, 1995.  The slight increase in working 
capital was primarily the result of a reduction in accounts 
payable of $780,000, including the issuance of 247,000 shares of 
the Company's common stock in exchange for satisfaction of 
accounts payable balances for certain consultants of 
approximately $345,000.  This decrease was offset by a decrease 
in accounts receivable, inventory and other assets of $116,000 
and an increase in accrued expenses, undistributed revenue and 
drilling advances of $98,000.  Additionally, cash decreased by 
$557,000 primarily as a result of expenditures incurred in the 
Company's mining activities.  

     On March 20, 1996, the Company closed on a $35,000,000 line 
of credit (the Facility).  By (i) lowering borrowing costs, (ii) 
eliminating the Company's production payment delivery 
obligations, (iii) providing a three-month period of "interest-
only" debt service obligations, and (iv) providing a $2 million 
"over-advance" facility to be used specifically for an approved 
drilling program, these financing transactions are expected to 
enhance the Company's working capital, cash flows and overall 
financial condition.  The significant terms of the Facility are 
as follows:

- -     The initial borrowing base is $10,500,000, subject to 
redetermination every six months, beginning June 30, 1996;

- -     The interest rate is the London Interbank Offered Rate 
(LIBOR), plus 2.5%;

- -     The Facility requires a reduction in the commitment of 
$130,000 per month beginning on June 30, 1996, subject to the 
initial borrowing base redetermination;

- -     The Facility provides for an additional $2,000,000 advance 
line of credit to be used solely for a development drilling 
program approved by the lender; this advance line is repayable 
through 100% of the future net revenues generated by successful 
wells under the drilling program.  In addition, if borrowing base 
levels increase under the Facility, such amounts must be borrowed 
and used to prepay amounts outstanding under the advance line.  
In any event, any advance line balance must be repaid by 
September 30, 1997;

- -     The Facility is collateralized by substantially all of the 
Company's oil and gas properties;

- -     The Company is obligated to maintain certain financial and 
other covenants including a minimum current ratio of 1 to 1, 
minimum net equity requirement, and a debt coverage ratio; and

- -     The Facility expires on March 31, 1999.

     As of March 31, 1996, the Company was not in compliance with 
all of the applicable loan covenants.  Subsequent to March 31, 
1996, the lender waived compliance with these covenants.  The 
Company and the bank are in the process of revising certain 
covenants for future periods.  The line of credit agreement 
provides that a deviation from a covenant requirement does not 
constitute an event of default if the deviation is waived by the 
lender.  Had the lender not waived compliance with this covenant 
requirement, it would have had the right to declare the Company 
in default of the agreement.  Because the covenant waiver was 
received and management believes that it will be able to meet the 
covenant requirement at June 30, 1996, the line of credit has 
been classified as a noncurrent liability.  

     The key to the long-term resolution of the Company's working 
capital situation is its oil and gas drilling activities.  For 
1996, the Company has budgeted the drilling of one gross well 
(approximately .5 net) per month.  Its first well in the 1996 
program was spudded on May 9, 1996.  The Company has permitted, 
or is in the process of permitting, an additional 15 development 
locations for drilling.  It will then evaluate further drilling 
based on the initial results it obtains.  Drilling operations 
inevitably have an initial negative impact on the cash and 
working capital positions of the Company as up-front drilling 
expenditures are incurred.  On a longer term basis - as reserves 
are produced - these drilling efforts are designed to have net 
positive effects on cash flow and capital.

     Management believes that the ultimate result of its drilling 
activities, which are primarily aimed at oil production, will be 
to increase cash flow, thereby reducing the Company's working 
capital deficit and increasing liquidity.  However, drilling 
activities are subject to numerous risks, including the risk that 
no commercially productive oil or gas reservoirs will be 
encountered.  Also, sales from successfully drilled wells are 
affected by prevailing prices for oil and gas.  Hydrocarbon 
prices can be extremely volatile and can substantially affect the 
Company's revenues, cash flows and working capital.

     There can be no assurance that the proceeds from the line of 
credit and drilling activities will eliminate the working capital 
deficit.  If they do not, the Company will take other measures to 
improve its working capital position.  While it has no current 
intention to do so, management could reduce expenses through 
staff layoffs and other means of expense reduction, sell non-core 
properties, or obtain additional sources of capital, if 
available.

     Additional drilling, and any acquisitions, would require 
additional capital.  Beyond the Facility, the source of any such 
capital is not yet known, nor are any acquisitions arranged.  If 
an acquisition is contracted, the Company would expect to finance 
it with a combination of debt and equity capital, although the 
details of such financing cannot be predicted at this time.

     In addition to its drilling programs, the Company, from 
time-to-time, farms out non-core properties or properties with a 
higher risk profile than the Company is willing to accept.  One 
such farmout agreement in 1995 resulted in a significant gas 
discovery which began production in August 1995.  Another well 
has been drilled and is being tested for completion as of 
March 31, 1996.

     The Company is also evaluating alternatives to realize the 
value of its mining properties.  During 1995, Laguna sold 25,000 
shares of its Series A Convertible Preferred Stock (the "Laguna 
Series A Stock"), representing a 20% equity stake in Laguna.  The 
proceeds from this offering are being used to fund the 
development of Laguna, including additional core drilling in 
Costa Rica in preparation of a pre-feasibility study to expand 
mineable reserves on the Rio Chiquito anomaly located on Laguna's 
Costa Rica concessions, and preparation of a pre-feasibility 
study for commercial development of Rio Chiquito in anticipation 
of making an initial public offering of Laguna stock.  Proceeds 
are also being used to fund day-to-day operations of Laguna.

     Each share of Laguna Series A Stock includes 10 detachable 
warrants; each warrant represents the right to purchase one share 
of Mallon's common stock at $2.50 per share.  The warrants expire 
on February 15, 2000.  Each share of Laguna Series A Stock can be 
converted into 144 shares of Laguna common stock at the option of 
the stockholder, or automatically in the event of an offering of 
the common stock of Laguna that meets certain criteria.

     On March 22, 1996, Laguna signed a letter of intent with a 
Canadian underwriter relating to the sale of a minimum of 
4,000,000 and a maximum of 5,000,000 units at a price of $1.00 
per unit.  Each unit will include one share of common stock and 
one warrant to purchase one share of common stock, exercisable at 
$1.50 per share for an 18-month period.  Laguna also agreed to 
grant the underwriter an option to purchase an additional 500,000 
shares of common stock, exercisable at $1.00, also for an 18-
month period following the issuance of the common stock.  That 
transaction has not yet closed as of May 10, 1996.

     The Company used net cash in operating activities of $37,000 
in first quarter 1996 compared to generating $59,000 in first 
quarter 1995.  Included in these amounts are net losses of 
$565,000 and $575,000, respectively.  Non cash items included 
depreciation, depletion and amortization of $578,000 and 
$574,000, respectively.  Amortization of deferred revenue of 
$561,000 in 1995 reduced cash flow from operating activities.  
Other non-cash items were $211,000 and $12,000, in 1996 and 1995, 
respectively.  Changes in operating assets and liabilities 
reduced cash flows used in operating activities for 1996 by 
$261,000, primarily due to the reduction in accounts payable and 
accrued taxes and expenses of $279,000.  In 1995, changes in 
operating assets and liabilities increased cash flows provided by 
operating activities by $609,000, primarily as a result of an 
increase in accounts payable and accrued taxes and expenses of 
$868,000, less an increase in accounts receivable of $164,000.

     Cash flows used in investing activities related to property 
and equipment additions were $661,000 and $1,119,000 in 1996 and 
1995, respectively.  In 1996, the additions were primarily 
related to the Company's mining property and equipment while in 
1995, the additions were due primarily to oil and gas drilling 
operations.

     Financing activities netted cash flows of $141,000 in 1996, 
compared to $1,296,000 in 1995.  Borrowings of $231,000 and 
$1,375,000 under the lines of credit were the significant 
financing activities during first quarter 1996 and 1995, 
respectively.  Dividends on the Series B Mandatorily Redeemable 
Convertible Preferred Stock ("Series B Stock") totaled 
approximately $80,000 in both years.  Mandatory redemption of 
this stock begins on April 1, 1997, when 20% of the total 
outstanding shares will be redeemed.  An additional 20% per year 
will be redeemed on each April 1 thereafter until all $4,000,000 
of the Series B Stock has been redeemed.

     The above factors led to a decrease in available cash of 
$557,000 in 1996 compared to an increase of $236,000 in 1995.

Results of Operations

     The following table summarizes the results of operations 
from oil and gas activities for the quarters ended March 31:

<TABLE>
<CAPTION>
                                             1995*        1996  
<S>                                        <S>          <S>
     Gas revenues                          $467,000     $590,000
     Gas production (mcf)                   360,000      322,000
     Average price per mcf                    $1.30       $ 1.83

     Oil revenues                          $593,000     $767,000
     Oil production (bbl)                    37,000       45,000
     Average price per bbl                  $ 16.03       $17.04

     Production and operating 
        costs per BOE                        $ 4.77       $ 4.29

     Depreciation, depletion and
         amortization per BOE                $ 5.91        $5.84
</TABLE>

     * Does include 218,000 mcf and 10,000 bbls delivered to 
Enron pursuant to the terms of the volumetric production payment 
agreement, which was retired in August 1995.

Three Months Ended March 31, 1996 Compared to March 31, 1995
 
     Oil and gas sales increased to $1,357,000 from $1,060,000 in 
1995, representing a $297,000 (or 28%) increase.  Oil production 
increased by 8,000 barrels (or 22%) due to the Company's 
successful drilling operations in 1995.  In 1995, 10,000 barrels 
were delivered pursuant to the terms of the Company's volumetric 
production payment agreement which was terminated in August 1995.  
Average oil prices also increased from $16.03 per barrel in 1995 
to $17.04 per barrel 1996, a $1.01 (or 6%) increase.

     Gas production decreased by 38,000 mcf (or 11%) in first 
quarter 1996 as compared to first quarter 1995.  Natural gas 
production delivered to meet the demand of the volumetric 
production payment was 218,000 mcf in 1995, thereby limiting the 
amount of cash sales available to the Company.  Average gas 
prices increased in 1996 by $.53 per mcf (or 41%).  The increase 
in gas prices improves the Company's potential to generate cash 
flows.

     Lease operating expense per equivalent barrel averaged $4.29 
in 1996, compared to $4.77 in 1995.  The decrease of $.48 (or 
10%) is due primarily to operational efficiencies employed by the 
Company's field personnel.

     There were no sales of gold and silver in 1996 or 1995, and 
no sales are expected in the immediate future.  Direct costs 
related to the mining operation were $95,000 in 1996 and $96,000 
in 1995.

     Depreciation, depletion and amortization decreased to $5.84 
per barrel of oil equivalent for 1996, down slightly from $5.91 
in 1995, a $0.07 (or 1%) decrease.

     Interest and other expense of $212,000 was up significantly 
in 1996.  The increase is due to the Company's lines of credit, 
which incurred interest at approximately 8.5%.

     Total general and administrative costs were $506,000 in 
1996, a decrease of $38,000 (or 7%) over the $544,000 for 1995 
because of reductions in legal expenses.

     The factors discussed above combined to result in a net loss 
before extraordinary items of $405,000 for 1996, compared to a 
net loss of $575,000 for 1995.  This represents a $170,000 (or 
30%) increase in the Company's profitability.

Miscellaneous

     The Company's oil and gas operations are significantly 
affected by certain provisions of the Code applicable to the oil 
and gas industry.  Current law permits the Company to deduct 
currently, rather than capitalize, intangible drilling and 
development costs incurred or borne by it.  The Company, as an 
independent producer, is also entitled to a deduction for 
percentage depletion with respect to the first 1,000 barrels per 
day of domestic crude oil (and/or equivalent units of domestic 
natural gas) produced (if such percentage depletion exceeds cost 
depletion).  Generally, this deduction is 15% of gross income 
from an oil and gas property, without reference to the taxpayer's 
basis in the property.  The percentage depletion deduction may 
not exceed 100% of the taxable income from a given property.  
Further, percentage depletion is limited in the aggregate to 65% 
of the Company's taxable income.  Any depletion disallowed under 
the 65% limitation, however, may be carried over indefinitely.

     At December 31, 1995, the Company had a NOL carryforward of 
approximately $13,400,000, which will begin to expire in 2005.  
The amount and availability of an NOL carryforward is subject to 
a variety of interpretations and restrictions.  Under a provision 
of the Code, a corporation's ability to utilize an NOL 
carryforward to offset income following an "ownership change" is 
limited.  If an ownership change occurs, the ability of the 
Company to use its NOL carryforward will be limited so that a 
portion of the Company's NOL carryforward will not be available 
to offset the Company's taxable income in a particular year.  
Management is not aware of any such ownership change.

     The Company has in the past and may in the future engage in 
hedging transactions (transactions in which a portion of the 
Company's future oil and/or gas production is sold into the 
futures market) when management believes it is in the Company's 
interest to do so.  Such transactions "lock in" prices, thus 
protecting against future price downturns, but they also limit 
the Company's ability to benefit from future price increases.

     Inflation has not historically had a material impact on the 
Company's financial statements, and management does not believe 
that the Company will be materially more or less sensitive to the 
effects of inflation than other companies in the oil and gas 
business.

     When evaluating the Company, its operations, or its 
expectations, the reader should bear in mind that the Company and 
its operations are subject to numerous risks and uncertainties.  
Among these are risks related to the oil and gas and the mining 
businesses (including operating risks and hazards and the 
plethora of regulations imposed thereon), risks and uncertainties 
related to the volatility of the prices of oil and gas and 
minerals, uncertainties related to the estimation of reserves of 
oil and gas and minerals and the value of such reserves, the 
effects of competition and extensive environmental regulation, 
the uncertainties related to foreign operations, and many other 
factors, many of which are necessarily beyond the Company's 
control.

                            PART II

OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits:

      None.

(b)   Reports on Form 8-K:

      During first quarter 1996, the Company filed a Periodic 
Report of Form 8-K dated March 20, 1996.  The Report related to 
an "Item 5. Other Events" matter.

                          SIGNATURES 

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

REGISTRANT:

MALLON RESOURCES CORPORATION


Date:   May 13, 1996             By:    /s/ Roy K. Ross
                                      Roy K. Ross
                                      Executive Vice President


Date:   May 13, 1996             By:    /s/ Duane C. Knight, Jr.
                                      Duane C. Knight, Jr.
                                      Treasurer




<TABLE> <S> <C>

<ARTICLE>                                  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED 
FROM THE COMPANY'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                               1,000
                                           
<S>                                        <C>
<PERIOD-TYPE>                              3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                        712
<SECURITIES>                                    0
<RECEIVABLES>                               1,348
<ALLOWANCES>                                    0
<INVENTORY>                                    43
<CURRENT-ASSETS>                            2,255
<PP&E>                                     51,168
<DEPRECIATION>                             22,650
<TOTAL-ASSETS>                             30,938
<CURRENT-LIABILITIES>                       2,722
<BONDS>                                    10,573
<COMMON>                                       81
                       3,854
                                 5,730
<OTHER-SE>                                  5,703
<TOTAL-LIABILITY-AND-EQUITY>               30,938
<SALES>                                     1,357
<TOTAL-REVENUES>                            1,411
<CGS>                                           0
<TOTAL-COSTS>                                   0
<OTHER-EXPENSES>                            1,604
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                            212
<INCOME-PRETAX>                              (405)
<INCOME-TAX>                                    0
<INCOME-CONTINUING>                          (405)
<DISCONTINUED>                                  0
<EXTRAORDINARY>                              (160)
<CHANGES>                                       0
<NET-INCOME>                                 (565)
<EPS-PRIMARY>                                (.08)
<EPS-DILUTED>                                (.08)
        

</TABLE>


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