SECURITIES AND EXCHANGE COMMISSION

                       Washington. D. C. 20549

                           FORM 10-Q SB

                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended February 29, 1996  Commission File No. D-9376

                            ALPHA SOLARCO INC.              
           (Exact name of registrant as specified in its charter)

            Colorado                           31-0944136
(State or other jurisdiction of          (I.R.S. Employer 
incorporation or organization          Identification No.)  

510 East University Drive, Phoenix, Arizona       85004
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code:         
(602) 252-3055

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed in Section 13 or 15(d) of the Security
Exchange 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.

Number of Shares
                  Class            Outstanding as of 02/29/96
     No Par Value Common Stock             2,549,584

                  ALPHA SOLARCO INC. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED BALANCE SHEET
                             (Unaudited)

                   February 29, 1996 and May 31, 1995

                                           February 29,
                                              1996             May 31,
                                           (Unaudited)          1995   (A)
ASSETS
 Cash and Cash equivalents               $   14,025        $    2,002
 Accounts receivable:
  Trade                                     778,767           467,992
  Employees                                   2,600               650
 Prepaid expenses                               368               104
                                        --------------    --------------
   Total current assets                     795,760           470,748

Property and equipment, at cost:
 Land                                       169,750           169,750
 Machinery and equipment                  2,472,050         2,492,050
 Furniture and fixtures                      94,098            94,098
 Leasehold improvements                      27,894            32,093
 Buildings                                  420,398           420,398
 Computer equipment                          20,056            18,724
 Construction in progress                     1,829             1,828
                                       --------------    --------------
                                          3,206,075         3,228,941
  Less accumulated depreciation           1,638,619         1,399,183
                                       --------------    -------------
                                          1,567,456         1,829,758  

Note receivable - officer                    36,000            40,000  
Patent rights and organization costs            414               414
Investment in Chinese Joint Venture          89,670            89,670
Proprietary solar energy technology, 
 research and development, and other
 intangible assets                                1                 1
    Other assets                             20,307            12,159
                                      --------------    --------------
                                            146,392           142,244
                                      --------------    --------------
                                         $2,509,608        $2,442,750
                                         ==========        ========== 

          (A)  The May 31, 1995 condensed amounts are from the
                   Company's audited financial statements.

                              See accompanying notes.

                         ALPHA SOLARCO INC. AND SUBSIDIARIES

                         CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)

                          February 29, 1996 and May 31, 1995
                                  (Continued)

                                                February 29,
                                                    1996             May 31,
                                                 (Unaudited)          1995   (A)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Notes payable                                  $   348,155    $    698,823
 Current maturity of long-term debt                  10,546
 Accounts payable                                   666,190         680,900
 Accrued liabilities                                 43,295          24,500
 Billings in excess of revenue                      145,577         473,560     
                                               --------------  --------------
   Total current liabilities                       1,213,763      1,877,783

Long-term debt, less current maturities               52,627

Convertible notes                                                     5,700

Stockholders' equity:
 Common stock, without par value 200,000,000
 authorized; 2,549,584 and1,091,461
 shares  outstanding                              14,017,586     13,384,710
Accumulated deficit                              (12,774,368)   (12,825,443)
                                               --------------    --------------
 Total stockholders' equity                        1,243,218        559,267
                                               --------------    --------------
                                                $  2,509,608   $  2,442,750
                                                   ==========    ========== 

          (A)  The May 31, 1995 condensed amounts are from the
                   Company's audited financial statements.

                                See accompanying notes.

                  ALPHA SOLARCO INC. AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                 (Unaudited)

                                                       Nine Months ended
                                                 February 29,      February 28,
                                                    1996              1995

Revenues:
 Net Sales                                       $1,082,901        $2,194,170
 Interest                                                12             1,820
 Other                                               53,179            46,577
                                             --------------    --------------
                                                  1,136,092         2,242,567

Costs and expenses:
 Cost of Sales                                      603,175         1,577,727
 General and administrative                         475,723           939,063
 Advertising and promotion                              832            87,958
 Research and development                                              12,542
 Interest                                             5,287
 Consulting services                                                   98,107
                                              --------------    --------------
                                                  1,085,017         2,715,397
                                              --------------    -------------- 
Net gain (loss)                                  $   51,075        $ (472,830)
                                                 ==========        ==========
Net gain (loss) per share                        $     0.04        $    (0.48)
                                                 ==========        ==========

                                See accompanying notes.

                         ALPHA SOLARCO INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                      (Unaudited)
                                                      Nine Months ended
                                                 February 29,      February 28,
                                                     1996              1995
Cash flows from operating activities:
 Net gain ( loss)                                $   51,075         ($472,830)

 Adjustments to reconcile net gain (loss) to net
  cash used in operating activities:
  Depreciation and amortization                     263,634           244,905
  Loss on sale of equipment
  Elimination of convertible notes                   (5,700)

 Decrease (increase) in:
  Accounts receivable                              (312,725)          212,147
  Inventory                                                          (271,731)
  Revenues in excess of billings                                      157,710
  Prepaid expenses                                     (264)          (23,337)
  Other assets                                       (4,148)         (230,854)

 Increase (decrease) in:
  Accounts payable                                  (14,710)         (365,364)
  Accrued liabilities                                18,795          (183,588)
  Billings in excess of revenues                   (327,983)
                                              --------------    --------------
Net cash used in operating activities              (332,026)         (932,942)

Cash flows from investing activities:
 Capital expenditures                                (1,332)           81,889
 Proceeds from sale of equipment                                        1,500
                                              --------------    --------------
Net cash provided (used by) investing activitie      (1,332)           83,389

 Cash flow from financing activities:
  Net proceeds from issuance of common stock,     1,009,111
  Purchase of stock from shareholders              (376,235)
  Proceeds from notes payable and long-term debt     67,663           573,823
  Repayment of notes payable and long-term debt    (355,158)
                                               --------------    --------------
Net cash provided by financing activities           345,381           573,823
                                               --------------    -------------
Net change in cash and cash equivalents              12,023          (275,730)

Cash  and cash equivalents:
 Beginning of period                                  2,002           327,671
                                              --------------    -------------
 End of period                                   $   14,025        $   51,941
                                                  =========         =========

                                See accompanying notes.                         

                     ALPHA SOLARCO INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)

                                                         Quarter ended
                                                February 29,      February 28,
                                                    1996              1995

Revenues:
 Net Sales                                     $ 133,835          $ 275,392    
 Interest
 Other                                             7,342             15,109
                                            --------------    -------------
                                                 141,177            290,501

Costs and expenses:
 Cost of Sales                                   139,462            366,709
 General and administrative                      176,049            352,718
 Advertising and promotion                           179
 Research and development
 Interest                                          2,985
 Consulting services                                                 22,144
                                             --------------    -------------
                                                 318,675            741,571
                                             --------------    -------------
Net gain (loss)                                $(177,498)        $(451,070)
                                               ==========         =========
Net gain (loss) per share                      $   (0.10)        $   (0.46) 
                                               ==========        ==========

        See accompanying notes.       

                           ALPHA SOLARCO INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)

1.   Principles of consolidation

The consolidated financial statements include the accounts of Alpha,
its wholly-owned subsidiaries, Alpha Solarco Inc. of Ohio ("Alpha of
Ohio"), Alpha Manufacturing Group, Inc.("AMG"), Solectric
Corporation (Solectric"), and MSEPG Solar Power Corporation ("Solar
Corporation").  Intercompany accounts and transactions have been
eliminated.

2.    Depreciation

The Company computes depreciation using the straight-line and
accelerated methods, based on the estimated useful lives of the
depreciable assets, as follows:

       Buildings                      40 years
       Machinery and equipment        3 - 7 years
       Furniture and fixture          5 - 10 years
       Leasehold improvements         Life of the improvement or
                                      the lease term, whichever
                                      is shorter

3.     Research and Development

All research and development costs are charged to expense when
incurred.  The costs of materials, equipment and facilities that are
constructed or acquired for development activities and that have
alternative future use are capitalized and depreciated over their
estimated useful lives.

4.     Contract Revenue and Cost Recognition

The Company recognizes revenue from fixed-priced contracts on the
percentage-of-completion method, measured by the percentage of cost
incurred to date to estimated total cost for each contract.  That
method is used because management considers total cost to be the
best available measure of progress on the contracts.  Because of
inherent uncertainties in estimating costs, it is at least
reasonably possible that estimates used will change in the near
term.

Cost of sales includes all direct material and labor costs and those
related to contract performance, such as indirect costs related to
contract performance, such as indirect labor, supplies, tools, etc. 
Provisions for estimated losses on uncompleted contracts are made in
the period in which such losses are determined.  Changes in job
performance, job conditions, and estimated profitability nay result
in revisions to cost, and income, which are recognized in the period
in which revisions are determined.  Changes in estimated job
profitability resulting from job performance, job conditions and
change orders are accounted for as changes in estimates in the
current period.

5.    Joint Venture Agreement

On February 18, 1991, Alpha Solarco Inc. of Ohio entered into a
joint venture agreement with Sun Power Systems Ltd. ("Sun"), a Hong
Kong based trading company and Qinhuangdao Electronic Transistor
Manufacturing Plant ("QHD"), a business entity operating in the
Peoples Republic of China, for the formation of a Chinese joint-venture company 
called Qinhuangdao Alpha Solar Power Co., Ltd. (the
"Chinese Joint Venture Company").

Under the terms of the Joint Venture, QHD owns a 60% equity interest
in exchange for a cash capital contribution of $2,400,000; Alpha
Ohio  owns a 35% equity interest in exchange for an in-kind
contribution of $650,000 in the form of equipment, and $750,000 in
the form of technology transfer, and Sun owns 5% equity interest in
exchange for a nominal in kind contribution of $200,000.

Alpha Ohio's contribution involves two components.  The first
component of Alpha Ohio's contribution relates to a separate
Technology Transfer Agreement (i.e., license) with the Chinese Joint
venture Company. Under this agreement, a $1,000,000 lump sum non-refundable
advance royalty is established.  Alpha Solarco, however,
has contractually agreed to accept on $250,000 of this amount, with
other $750,000 constituting a portion of Alpha Ohio's $1,400,000
total contribution to the Chinese Joint Venture Company.

The Technology Transfer Agreement also provides for continuing
royalties payable over a 15-year term of $.05 per watt of electrical
generating capacity of products manufactured by the Chinese Joint
Venture during the First year, $.03 per watt in the second year,
$.02 per watt in the third year, and $.01 per watt thereafter. 
Continuing revenues from the Chinese Joint Venture Company are also
expected to be generating through sales to it of certain key
components necessary for production, as well as additional equipment
and tooling for possible future expansion.

The second component is a separate Turnkey Manufacturing Agreement
under which Alpha Ohio will sell the necessary equipment to the
Chinese Joint Venture Company for an aggregate selling price of
$2,800,000; Alpha Ohio will accept $2,150,000 cash for this
equipment, and the remaining $650,000 of the price will constitute
the remaining  portion of Alpha Ohio's in-kind capital contribution
to the Chinese Joint Venture Company. The $2,150,000 cash purchase
price is payable to Alpha Ohio (by confirmed letter of credit) as
equipment is delivered.

Under generally accepted accounting principles, the company will not
be able to recognize any investment attributable to its in-kind
capital contribution of $1.4 million, except for its proportionate
share (35%) of its basis in the tooling and equipment transferred to
the Chinese Joint Venture Company.

6.   Notes Payable

Notes payable represent amounts due private investors of the Company
who lent funds primarily to provide working capital to keep the
companies operational and for the acquisition of AMG.  The notes,
which are unsecured, are repayable at various times during the next
year and bear interest at rates upward to 10%.

7.    Uncompleted Contracts

In January, 1994, the Company entered into a manufacturing and sales
contract with "Al Fandi Establishment For Trade, Industry, and
Contracting" ("Al Afandi"), a Saudi Arabia Corporation.  The
contract calls for Alpha to provide to Al Fandi a solar
manufacturing facility, in accordance with the terms of the
contract, for a revised purchase price of $4,662,347. Cost,
estimated earnings, and billings on the contract are summarized
below:

               Cost incurred        $2,483,429
               Estimated earnings    1,955,491
                                     4,438,920
               Billings to date      4,584,497
               Billings in excess
               of contract revenues $  145,577

8.  Leases

Prior to the end of fiscal 1994, the Company moved its operations to
Phoenix, Arizona. In anticipation of the move, the Company entered
into a one-year lease agreement expiring May 15, 1995 (extended to
May 15,1996) for its office and operations facility.  The lease,
which contains an option to renew for four successive one-year
terms, requires monthly rental payments of $8,437.

9.   Net Gain (Loss) Per Share

At its annual meeting on November 15, 1995, Alpha's shareholders
approved a 1:100 reverse stock split.  Net gain (loss) per share is
based upon the weighted average shares of the Company's common stock
outstanding during each year, after giving effect to the reverse
stock split.  Securities whose conversion, exercise or other
contingent issuance have the effect of decreasing the loss per share
amount for the periods have been excluded from the computation.

10.   Common Stock

During the three quarters ended February 29, 1996 changes in the
number of shares      outstanding were as follows:

Shares outstanding at May 31, 1995         109,146,060
Warrants exercised                          86,701,510
Purchase of stock from shareholders         (2,942,756)
Less shares retained upon the default
   of pledged State Machine note            (1,858,418)
                                           -----------
Shares outstanding before reverse 
   stock split                             191,046,396
                                           ===========

Shares outstanding after 1:100 reverse
 stock spilt prior to rounding               1,910,464
Additional shares issued due to rounding           324
                                           -----------
Shares outstanding after 1:100 reverse
 stock split                                 1,910,788
Warrants exercised                              88,796
Shares issued though overseas
 private placement                             550,000
                                             ---------
Shares outstanding at February 29, 1996      2,549,584

                        ALPHA SOLARCO INC.

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

LIQUIDITY AND CAPITAL RESOURCES

Quarter Ended February 29, 1996 as Compared to the Year ended May
31, 1995.

On February 29, 1996, on a consolidated basis, Alpha Solarco has
cash and short term investments of $14,025 as compared to $2,002 as
of May 31, 1995.  This change was a result of reduction accounts
payables during the current fiscal year.  Also on February 29, 1996
Alpha Solarco has shareholders' equity of $1,243,218 and total
assets of $2,509,608 as compared to shareholders' equity of $559,267
and total assets of $2,442,750 as of May 31, 1995.  This is
primarily attributable to profits recognized on the Saudi contract 
and additional equity capital raised during the nine months ended
February 29, 1996.

Normal overhead expenses will continue to burden Alpha Solarco and
can be expected to decrease its liquidity.  Consequently, Alpha
Solarco has been seeking additional capital from various sources,
including the exercise of stock options and warrants, contributions
to capital and arranging new debt financing.

Accounts payable were $666,190 and $680,900 as of February 29, 1996
and May 31, 1995, respectively.  This change was not unusual in the
ordinary course of business.

Current notes payable were $348,155 and $698,823 as of February 29,
1996 and May 31, 1995, respectively.  This decrease was primarily
due to conversion of $690,000 in notes payable to common stock,
partially offset by additional loans incurred.

RESULTS OF OPERATIONS

Quarter Ended February 29, 1996 as Compared to the Quarter Ended
February 28, 1995.

For the quarter ended February 29, 1996, Alpha Solarco recognized
revenue of $141,177 which is a result of net sales and other income.
In the quarter the Al Afandi contract recognized approximately
$134,000.  Alpha Solarco experienced a net loss of $177,498 or $.10
per share compared to a net loss for the same period one year
earlier of $451,070 or $.05 per share, due primarily to work
completed on the Saudi contract and reduced overhead spending.

The total consolidated costs and expenses for the quarter ended
February 29, 1996 were $318,675 compared to $741,571 for the same
period one year earlier.  The change in cost and expenses is due to
reduced overhead spending and reduced expenditures on the Saudi
contract as it nears completion.

ALPHA SOLARCO, INC.

The financial information included herein is unaudited; however such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for interim periods.

                      ALPHA SOLARCO, INC.

                          SIGNATURES

Pursuant to the requirements of the Security Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                ALPHA SOLARCO INC.

Date: April 10, 1996           /s/ Edward C. Schmidt
                               Edward C. Schmidt, President

Date: April 10, 1996           /s/ Edward C. Schmidt
                               Edward C. Schmidt, Treasurer

  

 5
 1000

                   9-MOS
                          MAY-31-1996
                               FEB-29-1996
                                              14
                                         0
                                      781
                                         0
                                          0
                                   796
                                            3206
                                  (1639)
                                    2510
                             1214
                                              6
                                0
                                          0
                                         14235
                                     (12774)
                      2510
                                           1082
                                  1136
                                              603
                                     1085
                                     0
                                     0
                                   5
                                     51
                                         0
                                  0
                                       0
                                      0
                                            0
                                        51
                                      .04
                                        0