SECURITIES & EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            FORM 1O-QSB

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

     For the quarterly period ended October 31, 1998.
                                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.0-24211

                NATIONAL VENTURE CAPITAL FUND, INC.
 (Exact Name of Small Business Issuer as specified in its charter)


             COLORADO                          84-1432661
          (State or other          (IRS Employer File Number)
          jurisdiction of
          incorporation)

                  1977 S. Vivian Street
                         LAKEWOOD, COLORADO   80228
          (Address of principal executive offices) (zip code)


                         (303) 763-5630
       (Registrant's telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act: None

 Securities to be Registered Pursuant to Section 12(g) of the Act:

             Common Stock, $0.0001 per share par value

Indicate by check mark whether the Registrant (1) had 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 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

The number of shares outstanding of Registrant's common stock, par value
$0.0001 per share, as of October 31, 1998 were 20,101,000 common shares.
<PAGE>

                  PART 1 - FINANCIAL INFORMATION

ITEM I.   Financial Statements
          See attached financial statements

ITEM 2.   Managements  Discussion  and  Analysis of Financial Condition and
          Results of Operations

Results of Operations

     The  Company  has  generated no revenues  from  its  operations  since
inception. Since the Company  has not generated revenues and has never been
in a profitable position, it operates  with minimal overhead. The Company's
primary activity will be to seek an acquisition candidate. As of the end of
the reporting period, the Company has concluded  no  acquisitions  and  has
spoken  with  no  potential  candidates. The attempt to seek an acquisition
candidate  or  candidates  will be  the  primary  focus  of  the  Company's
activities in the coming fiscal year.

Liquidity and Capital Resources

     As of the end of the reporting period, the Company had no cash or cash
equivalents.  There was no significant  change  in  working  capital during
this fiscal year.

     Management  feels that the Company has inadequate working  capital  to
pursue  any  business  opportunities  other  than  seeking  an  acquisition
candidate. The  Company will have minimal capital requirements prior to the
consummation of any  acquisition  but  can pursue an acquisition candidate.
Until a suitable candidate is identified,  Mr.  Howard  C.  Cadwell and Ms.
Laurie  L.  Quam  will  personally  provide  the  necessary  funds for  the
operation  of  the Company, which are expected to be minimal. There  is  no
plan to reimburse  either  Mr.Cadwell  or  Ms.  Quam  for any advances. The
Company does not intend to pay dividends in the foreseeable future.

                    PART II- OTHER INFORMATION

ITEM 1.   Legal Proceedings

     No legal proceedings of a material nature to which  the  Company  is a
party were pending during the reporting period, and the Company knows of no
legal  proceedings  of a material nature pending or threatened or judgments
entered against any director  or  officer of the Company in his capacity as
such.

ITEM 2.   Changes in Securities. None.

ITEM 3.   Defaults upon Senior Securities.  None.

ITEM 4.   Submission of Matters to a Vote of Security Holders.  None
<PAGE>


ITEM 5.   Other Information. None.

ITEM 6.   Exhibits and Reports on Form 8-K.

No exhibits as set forth in Regulation S-K are considered necessary in this
lO-QSB filing. No reports  on Form  8-K  were  filed  as of the most recent
fiscal quarter.

<PAGE>
                            SIGNATURES

In accordance with Section 12 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.


                              NATIONAL VENTURE CAPITAL, INC.




Dated:12/1/98                 By.    ///HOWARD C. CADWELL///
                              Howard C. Cadwell
                              President


     Pursuant  to  the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


                              CHIEF FINANCIAL AND ACCOUNTING
                                   OFFICER



Dated:12/1/98                 By:    ///LAURIE L. QUAM///
                              Laurie L. Quam
                              Treasurer


<PAGE>


        NATIONAL VENTURE CAPITAL FUND, INC.
           (A Development Stage Company)










           FORM 10-QSB QUARTERLY REPORT

                 OCTOBER 31, 1998



























              Janet Loss, C.P.A, P.C.
            Certified Public Accountant
        3525 South Tamarac Drive, Suite 120
              Denver, Colorado  80237
<PAGE>

        NATIONAL VENTURE CAPITAL FUND, INC.
           (A Development Stage Company)

       INDEX TO FORM 10-QSB QUARTERLY REPORT


                 TABLE OF CONTENTS

   PART I - FINANCIAL STATEMENTS

ITEM                                             PAGE

Condensed Balance Sheets as of
  October 31, 1998 and April 30, 1998.........1

Condensed Statements of Operations
  for the three and six months ended
  October 31, 1998 and 1997 and for the period
  from June 12, 1997 thru October 31, 1998... 2

Statement of Stockholders' Equity (Deficit)
  for the six months ended
  October 31, 1998.............................3

Condensed Statements of Cash Flows
  for the three and six months ended
  October 31, 1998 and for the period
  from June 12, 1997 thru
  October 31, 1998.............................4

Notes to Condensed Financial Statements........5

Item 2 - Management's Discussion and
  Analysis or Plan of Operation................6

   Part II - Other Information

Exhibits and Reports on Form 8-K

   (A)  Exhibits - None

   (B)  Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
        NATIONAL VENTURE CAPITAL FUND, INC.
           (A Development Stage Company)

             CONDENSED BALANCE SHEETS
                 October 31, 1998

                         October 31
                          1998        April 30,
                       (UNAUDITED)      1998

<S>                     <C>            <C>

                      ASSETS
CURRENT ASSETS:

  Cash in Checking       $22,129        $30,000

OTHER ASSETS:

  Organization Costs,
    Net of amortization      367            417
  Deferred Offering
    Costs                  3,855              0

TOTAL OTHER ASSETS         4,222            417

TOTAL ASSETS             $26,351        $30,417
<PAGE>
       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:      $    -          $   -

STOCKHOLDERS' EQUITY:

  Preferred stock,
    10,000,000 shares
    authorized, $.0001
    par value per share,
    none issued                -              -

  Common stock,
    100,000,000 shares
    authorized, $.0001
    par value per share,
    20,101,000 shares
    issued and outstanding 2,010          2,010

  Additional Paid-In-
    Capital               30,490         30,490

  (Deficit)               (6,149)        (2,083)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY     $26,351        $30,417


"See notes to condensed financial statements."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             NATIONAL VENTURE CAPITAL FUND, INC.
                       ( A Development Stage Capital)

                     CONDENSED STATEMENTS OF OPERATIONS
              For the three months ended October 31, 1998 and
     for the period from June 12, 1997 (Inception) thru October 31, 1998

 
                       For the three      For the six    From Inception
                       months ended       months ended   (June 12, 1997)
                        October 31,       October 31,    thru October 31,
                       1998    1997       1998   1997        1998
<C>                       <C>      <C>       <C>         <C>        <C>

REVENUES:                  $  0    $  0       $  0       $  0       $  0

OPERATING EXPENSES:

  Advertising Expense         0       0        547          0        547
  Amortization Expense       25      25         50         35        133
  Consulting Services         0       0      1,000      2,000      3,000
  Entertainment             228       0        457          0        457
  Office Expenses           259       0        946          0        946
  Postage                   526       0        526          0        526
  Telephone Expenses        140       0        540          0        540

Total Operating
Expenses:                 1,178      25      4,066      2,035      6,149

  NET (LOSS)            $(1,178)   $(25)   $(4,066)   $(2,035)   $(6,149)

  NET (LOSS)
    PER SHARE               N/A     N/A        N/A        N/A        N/A

Weighted average
  number of shares
  outstanding        20,101,000 4,001,000  20,101,000  4,001,000     N/A

"See notes to condensed financial statements."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     NATIONAL VENTURE CAPITAL FUND, INC.
                        (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS EQUITY
                  For the six months ended October 31, 1998



                                             (Deficit)
                                             Accumulation
            Common stock   Common    Additional    during the    Stockholders'
             Number of      stock     Paid-In-     Development   Equity        
            SHARES         AMOUNT     CAPITAL        STAGE       (DEFICIT)
<S>                <C>            <C>      <C>           <C>          <C>   
Balance,
July 1,
1998                20,101,000    $2,010   $30,490       $(2,083)      $30,417

Net (Loss)
for the six
months ended
October 31, 1998                                          (4,066)       (4,066)

Balance,
October 31,
1998                20,101,000    $2,010   $30,490       $(6,149)      $26,351


"See notes to condensed financial statements."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     NATIONAL VENTURE CAPITAL FUND, INC.
                        (A Development Stage Company)

                           STATEMENT OF CASH FLOWS
             For the six months ended October 31, 1998 and 1997
             and for the period from June 12, 1997 (Inception)
                            thru October 31, 1998

                                                       From Inception
                 For the six       For the six        (June 12, 1997)
                 months ended      months ended       thru October 31,
               OCTOBER 31, 1998   OCTOBER 31, 1997          1998
<S>               <C>                   <C>            <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES:

Net (Loss)         $(4,066)              $(2,035)       $(6,149)

ADJUSTMENTS TO
RECONCILE NET
LOSS TO NET CASH
USED IN OPERATING
ACTIVITIES:

  Amortization          50                    35            133
  Stock issued
    for services         0                 2,000          2,000
  Stock issued
   for organization
   costs                 0                    500           500

  Net Cash Provided
    by Financing
    Activities      (4,016)                  500         (3,516)

CASH USED FROM
INVESTING
ACTIVITIES:

  Organization costs     0                  (500)          (500)
  Deferred offering
    costs           (3,855)                    0         (3,855)

CASH FLOWS FROM
FINANCING
ACTIVITIES:

  Proceeds from
    issuance of
    capital stock   30,000                     0         30,000

NET INCREASE IN
CASH               $22,129                     0         22,129

CASH, BEGINNING OF
THE PERIOD                0                     0             0

CASH, END OF
THE PERIOD         $22,129               $     0        $22,129

"See notes to condensed financial statements."
</TABLE>
<PAGE>
             NATIONAL VENTURE CAPITAL FUND, INC.
                (A Development Stage Company)

           NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The   accompanying  unaudited  financial  statements  have  been
prepared   in  accordance  with  generally  accepted  accounting
principles  for  interim  financial  information  and  with  the
instructions  to  Form  10-QSB and Regulation S-B.  Accordingly,
they  do  not  include  all of  the  information  and  footnotes
required  by  generally  accepted   accounting   principles  for
complete  financial  statements.   The  accompanying  statements
should  be  read  in  conjunction  with  the  audited  financial
statements  included  in  the  Company's  April  30, 1998 Annual
Report  on  Form  10-KSB.   In  the  opinion of management,  all
adjustments  (consisting  only  of  normal  recurring  accruals)
considered necessary in order to make  the  financial statements
not misleading, have been included.  Operating  results  for the
six months ended October 31, 1998 are not necessarily indicative
of  the results that may be expected for the full calendar  year
ended April 30, 1999.  The financial statements are presented on
the accrual basis.