8-K

       THIS DOCUMENT IS A COPY OF THE FORM 8-K FILED ON JANUARY 16, 1997.






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


      Date of Report: January 13, 1997 - Commission File No.: 33-14842-NY



                       PANTHER MOUNTAIN WATER PARK, INC.

             (Exact name of registrant as specified in its charter)


       
          Delaware                                22-2808173 

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



Frontier Town, North Hudson, New York                    12855

(Address of principal executive offices)              (Zip Code)



Registrant's telephone number, including area code (518) 532-7181




ITEM 5.  Other Events

     On January 10, 1997, the Registrant ("PMWP") and its wholly
owned subsidiary, Panther Mountain-Missouri, Inc. ("PMMO")
executed an Agreement with Venture Resources, L.L.C. ("VR"),
pursuant which VR has agreed to invest $10,000,000 towards the
capital improvement and development of the proposed Frontier Town
II Theme Park, to be located in Stone County, Missouri.  The
Agreement further provides that VR will, following acquisition of
certain other parcels located in Stone County, transfer title to
such parcels to PMMO for the purpose of developing Frontier Town
II and shall invest $500,000 in PMWP through the purchase of
5,000,000 Shares of PMWP common stock.  Following completion of
the transactions contemplated in the Agreement, PMWP shall own a
57% interest in PMMO, and VR shall own 40%.  The remaining 3% of
PMMO shall be owned by other individuals, who may include finders
who facilitated the transaction.  Reference is hereby made to
Exhibit 10-22 which is incorporated herein by reference and a
copy of which is being filed herewith, for further detail
relative to the Agreement. 

     PMWP's and PMMO's proposed development of Frontier Town II
is still subject to numerous risks and contingencies, including
the actual receipt of funding from VR and VR's final acquisition
and conveyance of the other parcels to PMMO.  Presuming funding
is received from VR, and conveyance of the other parcels is
completed, the completion of Frontier Town II will be further
subject to completion of all engineering and architectural
studies and designs, receipt of zoning and other governmental
approvals and sufficient funding to complete construction.
Provided the park is completed and opened for business, the
facility will be subject to intense competition from other
established and future local and regional entertainment
facilities.  PMWP did not undertake any formal marketing or
feasibility studies prior to its determination to proceed with
Frontier Town II, and has relied upon the business judgment of
management.  In view of the preceding, the development and
eventual successful operation of Frontier Town II must, at this
time, be considered speculative and subject to substantial risk.

     PMWP is delinquent in filing of its Form 10-KSB for the
f/y/e ending 4/30/96 and Form 10-QSB for the fiscal quarters
ending 7/31/96 and 10/31/96.  Although completion of the
transactions reflected in the Agreement would improve PMWP's
financial condition, PMWP's financial condition presently remains
grave, and its ability to continue as a going concern remains
subject to substantial doubt.


                                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.


                              PANTHER MOUNTAIN WATER, PARK, INC.



                              BY:  S/KENNETH P. DELAFRANGE 
                                   KENNETH P. DELAFRANGE,
                                   President

Dated:  January 13, 1997

EX-10.22

                              EXHIBIT INDEX



Exhibit No.

  10.22 (P)                        Venture Resources Agreement