SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                           FORM 10-QSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998.

Commission File Number: 000-24199
                                
                                
                                
                                
                 CORPORATE TOURS & TRAVEL, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                

Nevada                                            88-0306099
(State of organization) (I.R.S. Employer Identification No.)

8452 Boseck Street, Suite 272, Las Vegas, NV 89128
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 228-4688

Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

There are 4,100,000 shares of common stock outstanding as of May
6, 1999.


                                
                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

The  financial statements and supplemental data required by  this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.

ITEM 2.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation, in conjunction with those forward-looking  statements
contained in this Statement.
                                
                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB. The description of the current plan of
operation  is  incorporated by reference to  Section  2  of  that
amended Form 10-SB filed with the SEC on March 3, 1999.
                                
                           Competition

The  Company  is an insignificant participant among  firms  which
engage   in   business  combinations  with,  or   financing   of,
development-stage   enterprises.  There  are   many   established
management and financial consulting companies and venture capital
firms  which  have significantly greater financial  and  personal
resources,  technical expertise and experience than the  Company.
In   view  of  the  Company's  limited  financial  resources  and
management  availability, the Company  will  continue  to  be  at
significant  competitive  disadvantage  vis-a-vis  the  Company's
competitors.
                                
                      Year 2000 Compliance

The   Company  is  aware  of  the  issues  associated  with   the
programming  code in existing computer systems as the  year  2000
approaches. The Company has assessed these issues as they  relate
to  the Company, and since the Company currently has no operating
business  and  does not use any computers, and since  it  has  no
customers,  suppliers or other constituents, it does not  believe
that  there are any material year 2000 issues to disclose in this
Form 10Q-SB.
                                
                            Employees

The Company's only employees at the present time are its officers
and  directors,  who will devote as much time  as  the  Board  of
Directors determine is necessary to carry out the affairs of  the
Company.
                                
                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action  by
or against the Company has been threatened.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most recent quarter.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

FINANCIAL STATEMENTS
          
          Unaudited  financial statements for the  quarter  ended
            September 30, 1998.
                                
                     BARRY L. FRIEDMAN, P.C.
                   Certified Public Accountant
                                
                                
                                
                                
                                
                                

To Whom It May Concern:

February 4, 1999

The  firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of February 4, 1999, on
the Financial Statements of Corporate Tours & Travel, Inc., as of
December  31, 1998, in any filings that are necessary now  or  in
the near future with the U.S. Securities and Exchange Commission.
     
     Very Truly Yours,
     
      s/Barry L. Friedman
     
     Barry L. Friedman
     Certified Public Accountant
     
     CORPORATE TOURS & TRAVEL, INC.
                                
                     BARRY L. FRIEDMAN, P.C.
                   Certified Public Accountant
                                
                                
                                
INDEPENDENT AUDITORS' REPORT

Board of Directors                     February 4, 1999
Corporate Tours & Travel, Inc.
Las Vegas, Nevada

I have audited the accompanying Balance Sheets of Corporate Tours
& Travel, Inc., (A Development Stage Company), as of December 31,
1998,  December 31, 1997, and December 31, 1996, and the  related
statements of operations, stockholders' equity and cash flows for
the  three years ended December 31, 1998, December 31, 1997,  and
December   31,   1996.   These  financial  statements   are   the
responsibility of the Company's management. My responsibility  is
to  express an opinion on these financial statements based on  my
audit.

I  conducted  my  audit  in  accordance with  generally  accepted
auditing  standards. Those standards require  that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial  statements are free of material misstatement.  An
audit  includes  examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the  overall financial statement presentation. I believe that  my
audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly,  in  all  material respects, the  financial  position  of
Corporate Tours & Travel, Inc., as of December 31, 1998, December
31,  1997,  and  December  31,  1996,  and  the  results  of  its
operations and cash flows for the three years ended December  31,
1998,  December  31, 1997, and December 31, 1996,  in  conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern. As  discussed  in
Note  #5  to  the financial statements, the Company has  suffered
recurring losses from operations and has no established source of
revenue.  This  raises  substantial doubt about  its  ability  to
continue as a going concern. Management's plan in regard to these
matters  are also described in Note #5. The financial  statements
do not include any adjustments that might result from the outcome
of this uncertainty.
     
     /S/ Barry L. Friedman
     Barry L. Friedman
     Certified Public Accountant
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

BALANCE SHEET
                                                        
<TABLE>                                                 
                                                        
<S>                                   <C>               <C>
                                                        
                                      9 Mos Ending      Year Ended Dec.
                                      Sept. 30, 1998    31, 1997
               ASSETS                                   
CURRENT ASSETS:                       $ 0               $ 0
OTHER ASSETS:                                           
TOTAL ASSETS                          $ 0               $ 0
                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:                  $4,060            $900
Accounts Payable                       $4,060            $900
TOTAL CURRENT LIABILITIES             $4,060            $900
STOCKHOLDERS' EQUITY: (Note 1)                          
Preferred stock, par value, $.001                        
authorized 10,000,000 shares issued
and outstanding at December 31, 1998
- NONE
Common stock, par value, $.00l                           
authorized 50,000,000 shares issued
and outstanding at December 31, 1996;
4,100,000 shares
December 31, 1997; 4,100,000 shares                      $ 4,100
September 30, 1998; 4,100,000 shares   $ 4,100           
Additional paid in Capital             0                 0
Accumulated loss                       -8,160            -5,000
TOTAL STOCKHOLDERS' EQUITY            -4,060            -900
TOTAL LIABILITIES AND STOCKHOLDERS'   $ 0               $ 0
EQUITY
</TABLE>                                                

See accompanying notes to financial statements & audit report
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

STATEMENT OF OPERATIONS

<TABLE>
                                                                                               
<S>                    <C>               <C>               <C>               <C>               <C>
                                                                                               
                       3 Mos Ended       3 Mos Ended       9 Mos Ended       9 Mos Ended       Sept. 23, l993
                       9/30/98           9/30/97           9/30/98           9/30/97           (inception) to
                                                                                               9/30/98
INCOME:                                                                                        
Revenue                 $ 0               $ 0               $ 0               $ 0               $ 0
EXPENSES:                                                                                      
General Selling and     $ 585             $ 0               $ 3,160           $ 900             $ 8,160
Administrative
                       $ 585             $ 0               $ 3,160           $ 900             $ 8,160
Net Profit/Loss(-)     $ -585            $ 0               $ -3,160          $ -900            $ -8,160
Net Profit/Loss(-)     $ -.0001          $ NIL             $ -.0008          $ -.0001          $ -.0020
per weighted share
(Note 1)
Weighted average       4,100,000         4,100,000         4,100,000         4,100,000         4,100,000
number of common
shares outstanding
</TABLE>
                                
  See accompanying notes to financial statements & audit report
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE> 
                                                                                 
<S>                        <C>               <C>               <C>               <C>
                                                                                 
                           Common Shares     Stock Amount      Additional paid-  Accumulated
                                                               in capital        Deficit
Balance, December 31,      4,100,000         $4,100            $0          -4,100
1995
Net Income/ Loss year                                                             0
ended December 31, 1996
Balance, December 31,      4,100,000         $4,100            $0                $-4,100
1996
Net Income/ Loss year                                                             -900
ended December 31, 1997
Balance, December 31,      4,100,000         $4,100            $0                $-5,000
1997
Net Income/ Loss year                                                             -3,160
ended December 31, 1998
Balance, December 31,      4,100,000         $4,100            $0                $-8,160
1998
</TABLE>
                                
  See accompanying notes to financial statements & audit report
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

STATEMENT OF CASH FLOWS

<TABLE>
                                                                                                       
<S>                            <C>               <C>               <C>               <C>               <C>
                                                                                                       
                               3 Mos Ended       3 Mos Ended       9 Mos Ended       9 Mos Ended       Sept. 23, l993
                               9/30/98           9/30/97           9/30/98           9/30/97           (inception) to
                                                                                                       9/30/98
Cash Flows from Operating                                                                              
Activities:
Net Loss                        $ -585            $ 0               $ -3,160          $ -900            $-8,160
Adjustment to reconcile net     0                 0                                   0                 0
loss to net cash provided by
operating activities
Issued common stock for                                                                                 +4,100
services
Changes in assets and                                                                                   
liabilities:
Increase in current             $ +585            $ 0               $ +3,160          $ +900            $ +4,060
liabilities:
Advances Payable
Net cash used in operating      0                 0                                   0                 0
activities
Cash Flows from investing      0                 0                                   0                 0
activities
Cash Flows from Financing      0                 0                                   0                 0
Activities
Net increase (decrease) in     $0                $0                                  $0                $0
cash
Cash, beginning of period      0                 0                                   0                 0
Cash, end of period            $0                $0                                  $0                $0
</TABLE>

See accompanying notes to financial statements & audit report
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 1998, December 31, 1997, and September 30, 1997

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The  Company was organized September 23, 1993, under laws of  the
State  of Nevada, as Corporate Tours & Travel, Inc.. The  company
currently  has  no  operations and, in  accordance  SFAS  #7,  is
considered a development stage company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company records income and expenses on the accrual method.

Estimates

The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts  of revenue and expenses during  the  reporting
period. Actual results could differ from those estimates.

Cash and Equivalents

The  Company  maintains a cash balance in a  non-interest-bearing
bank that currently does not exceed federally insured limits. For
the  purpose  of the statements of cash flows, all highly  liquid
investments  with  the  maturity of  three  months  or  less  are
considered to be cash equivalents. They're no cash equivalents as
of September 31, 1998.

Income Taxes

Income  taxes  are  provided for using the  liability  method  of
accounting  in accordance with Statement of Financial  Accounting
Standards No. 109, (SFAS #109), "Accounting for Income Taxes".  A
deferred  tax  asset or liability is recorded for  all  temporary
difference  between  financial and tax  reporting.  Deferred  tax
expense (benefit) results from the net change during the year  of
deferred tax assets and liabilities.

Organization Costs

Costs incurred to organize the Company are being amortized  on  a
straight-line basis over a sixty-month period

Loss Per Share

Net  loss  per share is provided in accordance with Statement  of
Financial  Accounting Standards No. 128, (SFAS  #128),  "Earnings
Per  Share". Basic loss per share is computed by dividing  losses
available  to common stockholders by the weighted average  number
of  common shares outstanding during the period. Diluted loss per
share  reflects  per share amounts that would  have  resulted  if
dilative  common stock equivalents had been converted  to  common
stock.  As  of  December 31, 1998, the Company  had  no  dilative
common stock equivalents such as stock options.

Year End

The Company has selected December 31, as its year-end

Year 2000 Disclosure

The  year  2000  issue is the result of computer  programs  being
written  using  two  digits  rather  than  four  to  define   the
applicable  year.  Computer programs  that  have  time  sensitive
software may recognize a date using "00" as the year 1900  rather
than  the  year  2000. This could result in a system  failure  or
miscalculations causing disruption of normal business activities.

Based  on  a  recent  and  ongoing assessment,  the  Company  has
determined  that  it  will  require only  off-the-shelf  software
utilizing  a Microsoft Windows platform for all of its  computing
requirements.   The   Company  presently   believes   that   with
modifications  to existing off-the-shelf software or  conversions
to  new software, the Year 2000 issue will not pose a significant
operational  problem  and  will  not  materially  affect   future
financial results.

The  Company  currently anticipates purchasing new  off-the-shelf
Year  2000 compatible software within the near future,  which  is
prior  to  any  anticipated impact on its operating systems.  The
total  cost  of  this  new software is not anticipated  to  be  a
material expense to the Company at this time. However, there  can
be  no  guarantee that these new off-the-shelf software  products
will  be adequately modified, which could have a material adverse
effect on the Company's results of operations.

NOTE 3- INCOME TAXES

There  is  no  provision for income taxes for  the  period  ended
December 31, 1998, due to the net loss and no state income tax in
the  state of the Company's domicile and operations, Nevada.  The
Company's total deferred tax asset as of December 31, 1998 is  as
follows:

Net operation loss carry forward   $8,160
Valuation allowance      8,160

     Net deferred tax asset $0

The  federal net operating loss carry forward will expire various
amounts from 2013 to 2018.

This  carry  forward may be limited upon the  consummation  of  a
business combination under IRC Section 381.

NOTE 4- SHAREHOLDERS' EQUITY

Common Stock

The  authorized  common stock of Corporate Tours &  Travel,  Inc.
consists  of  50,000,000 shares with a par  value  of  $.001  per
share.

Preferred Stock

The  authorized Preferred Stock of Corporate Tours & Travel, Inc.
consists  of  10,000,000 shares with a par value  of  $0.001  per
share.

On  September  27, 1993, the Company issued 4,100,000  shares  of
it's $.00l par value common stock for services of $ 4,100.

On  September  7,  1996,  the Company restated  its  Articles  of
Incorporation.  The  Company increased  its  capitalization  from
5,000,000  common  shares to 50,000,000 common  shares.  The  par
value  was  unchanged at $0.001. Also, the Company  approved  the
authority  to  issue 10,000,000 shares of preferred  shares,  par
value $0.001.

NOTE 5- GOING CONCERN

The  Company's financial statements are prepared using  generally
accepted  accounting principles applicable  to  a  going  concern
which  contemplates the realization of assets and liquidation  of
liabilities  in  the  normal  course of  business.  However,  the
Company  does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient  to
cover  its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an
existing,    operating   company.   Until    that    time,    the
stockholders/officers   and/or  directors   have   committed   to
advancing the operating costs of the Company interest free.

NOTE 6-RELATED PARTY TRANSACTION

The  Company  neither  owns  nor  leases  any  real  or  personal
property.  Office  services  are provided  without  charge  by  a
director.  Such costs are immaterial to the financial  statements
and,  accordingly, have not been reflected therein. The  officers
and  directors  of  the Company are involved  in  other  business
opportunities.   If  a  specific  business  opportunity   becomes
available, such persons may face a conflict in selecting  between
the  Company and their other business interests. The Company  has
not formulated a policy for the resolution of such conflicts.

NOTE 7- WARRANTS AND OPTIONS
          
          There are no warrants or options outstanding to acquire
            any additional shares of common or preferred stock.

EXHIBITS

a)    The  exhibits,  consisting  of the  Company's  Articles  of
  Incorporation and Bylaws, are attached to the Company's Amended
  Form  10-SB,  filed  on  March  3,  1999.  These  exhibits  are
  incorporated by reference to that Form.

  Exhibit 27, the Financial Data Statement, is attached herein.

b)    Reports on Form 8-K: On May 12, 1999, the Company  filed  a
  Form 8-K announcing that two of the three officers and directors
  had left the Company, and were replaced by two new individuals. This
  exhibit is incorporated by reference to that Form.
                                
                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.
                           
                           
                           
                           Corporate Tours & Travel, Inc.
                           
                           
                           
                           By: /s/ Lewis Eslick
                              Lewis M. Eslick, President