SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549

Form 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities Act 
of 1934

Date of Report (date of earliest event reported):  April 22, 1997

Mallon Resources Corporation
(exact name of registrant as specified in its charter)

Colorado                       0-17267       84-1095959
(State or other               (Commission   (I.R.S. Employer
jurisdiction                  File Number)  Identification No.)
of incorporation)

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

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

not applicable
(former name or former address, if changed since last report)


Item 5.  Other Events

On April 22, 1997, the Board of Directors of Mallon Resources 
Corporation (the "Company") adopted a Shareholders' Rights Plan.  The 
Plan protects shareholder interests in the event that the Company is 
confronted with coercive or unfair takeover tactics, including offers 
that do not treat all shareholder interests fairly or do not maximize 
the value of the Company, including the long-term gains which the 
shareholders could reasonably expect to receive if the Company remains 
independent.  The Plan is not intended, nor will it operate, to 
prevent an acquisition of the Company on terms that are favorable and 
fair to all shareholders.  The Plan is designed to deal with the very 
serious problem of unilateral actions by hostile acquirers that are 
calculated to deprive the Board and shareholders of their ability to 
determine the destiny of the Company.  Acquisition offers that reflect 
the Company's fair value and that are made to all shareholders would 
not be affected by the Plan;

Item 7.  Financial Statements and Exhibits

(c)  Exhibits.

3.05	Rights Agreement, dated as of April 22, 1997, between the Company 
and Securities Transfer Corporation.

                                 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 hereunto duly authorized.

                                Mallon Resources Corporation


April 24, 1997                  __/s/ Roy K. Ross_________________
                                Roy K. Ross, Executive Vice President
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549

Form 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities Act 
of 1934

Date of Report (date of earliest event reported):  April 22, 1997

Mallon Resources Corporation
(exact name of registrant as specified in its charter)

Colorado                       0-17267       84-1095959
(State or other               (Commission   (I.R.S. Employer
jurisdiction                  File Number)  Identification No.)
of incorporation)

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

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

not applicable
(former name or former address, if changed since last report)

Item 5.  Other Events

On April 22, 1997, the Board of Directors of Mallon Resources 
Corporation (the "Company") adopted a Shareholders' Rights Plan.  The 
Plan protects shareholder interests in the event that the Company is 
confronted with coercive or unfair takeover tactics, including offers 
that do not treat all shareholder interests fairly or do not maximize 
the value of the Company, including the long-term gains which the 
shareholders could reasonably expect to receive if the Company remains 
independent.  The Plan is not intended, nor will it operate, to 
prevent an acquisition of the Company on terms that are favorable and 
fair to all shareholders.  The Plan is designed to deal with the very 
serious problem of unilateral actions by hostile acquirers that are 
calculated to deprive the Board and shareholders of their ability to 
determine the destiny of the Company.  Acquisition offers that reflect 
the Company's fair value and that are made to all shareholders would 
not be affected by the Plan;

Item 7.  Financial Statements and Exhibits

(c)  Exhibits.

3.05	Rights Agreement, dated as of April 22, 1997, between the Company 
and Securities Transfer Corporation.

                                 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 hereunto duly authorized.

                                Mallon Resources Corporation

April 24, 1997                  __/s/ Roy K. Ross_________________
                                Roy K. Ross, Executive Vice President