FORM 10-QSB

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

       (Mark One)
       [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
       For the Quarter Ended         March 31, 1999
                            ----------------------------------------
                            
                                          OR

       [X]  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.      000-24455
                           -----------------------------------------------
                               TORVEC, INC.
       ------------------------------------------------------------------- 
               (Exact name of Registrant as Specified in its Charter)
            
                 New York                            16-150951-2
       -------------------------------       ---------------------------
      (State or Other Jurisdiction of    (IRS Employer Identification Number)
       Incorporation or Organization)

      3740 Route 104, Williamson, New York             14587
      ------------------------------------   ---------------------------
    (Address of Principal Executive Offices)         (Zip Code)

      Registrant's telephone number, including area code: (716) 248-8549
                                                          --------------

      Securities registered under Sec. 12(g) of the Act:
     
                               $.01 Par Value Common Stock
      ------------------------------------------------------------------     
                                    (Title of Class)

      The Registrant has 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 and has been subject to such
      filing requirements for the past 90 days.

                 YES [ X]  NO [   ]

       As of March 31, 1999, there were outstanding 20,833,916
       shares of the Company's Common Stock, $.01 Par Value.
       Options for 809,000 shares of the Company's Common Stock are
       outstanding but have not yet been exercised.  Shares to
       cover the options will not be issued until they are
       exercised.

                                          1



                                    TORVEC, INC.
                            (A Development Stage Company)
                                        INDEX

  PART I    FINANCIAL INFORMATION                                    PAGE

   Item 1. Financial Statements

           Torvec, Inc. Condensed Balance Sheets - December 31,
           1998 and March 31, 1999 (unaudited)                         3

           Torvec, Inc. Condensed Statements of Operations -
           Three Months Ended March 31, 1999 (unaudited),
           Three Months Ended March 31, 1998 (unaudited),
           September 25, 1996 (Inception) through
           March 31, 1999 (unaudited)                                  4

           Torvec, Inc. Condensed Statement of Cash Flows -
           Three Months Ended March 31, 1999 (unaudited),
           Three Months Ended March 31, 1998 (unaudited),
           September 25, 1996 (Inception) through
           March 31, 1999 (unaudited)                                  5

           Notes to Financial Statements                               6

   Item 2. Plan of Operation                                           8


  PART II  OTHER INFORMATION
           -----------------

   Item 1. Legal Proceedings                                          10

   Item 2. Changes in Securities                                      10

   Item 3. Defaults Upon Senior Securities                            10

   Item 4. Submission of Matters to a Vote of Security Holders        10

   Item 5. Other Information                                          10

   Item 6. Exhibits and Reports on Form 8-K                           11

  SIGNATURE PAGE                                                      13

  EXHIBIT INDEX                                                       14

                                          2



            <TABLE>
           <CAPTION>TORVEC, INC.
           (A Development Stage Company)
           CONDENSED BALANCE SHEETS
           </CAPTION>
           <S>                                  <C>March 31, <C>December 31,
                                                    1999          1998
                                                 (Unaudited)
                                                ------------  -----------
                                                             
           ASSETS
           CURRENT ASSETS
                Cash                                 $57,000     $ 30,000
                Subscriptions receivable                   0       81,000
                                                ------------  -----------
                     Total Current Assets             57,000      111,000
                                                ------------  -----------
            PROPERTY AND EQUIPMENT
                Office equipment                       9,000        9,000
                Transportation equipment              53,000       53,000
                                                ------------  -----------
                                                      62,000       62,000
           LESS:  ACCUMULATED DEPRECIATION            15,000       12,000
                                                ------------  -----------
                                                      47,000       50,000
                                                ------------  -----------
           OTHER ASSETS                              164,000      164,000
                                                ------------  -----------
           Total Assets                             $268,000     $325,000
                                                ============  ===========

           LIABILITIES AND STOCKHOLDERS' EQUITY

           CURRENT LIABILITIES
             Current maturities of long-term debt     $5,000       $5,000
             Accounts payable and accrued expenses   221,000      431,000
             Consulting fees payable
               to related parties                    194,000      132,000
                                                ------------  -----------
                     Total Current Liabilities       420,000      568,000

           LONG-TERM LIABILITIES
             Long-term debt, net of current        
             maturities                               19,000       21,000
                                                ------------  -----------
                                                     439,000      589,000
                                                ------------  -----------
           STOCKHOLDERS' EQUITY
             Common stock, $.01 par value,
                40,000,000 shares authorized,
                20,888,916 and 20,811,616 issued
                and outstanding at March 31,
                1999 and December 31, 1998,
                respectively                         209,000      208,000
             Additional paid in capital            7,213,000    3,766,000
             Unearned compensatory stock options  (2,940,000)    (705,000)
             Accumulated deficit                  (4,653,000)  (3,533,000)
                                                ------------  -----------
                     Total Stockholders' Equity     (171,000)    (264,000)
                                                ------------  -----------
           Total Liabilities and Stockholders'     
           Equity                                   $268,000    $325,000
                                                ============ ===========



           See Notes to Financial Statements
            </TABLE>





                                          3



            <TABLE>


  <CAPTION>
  TORVEC, INC.
  (A Development Stage Company)
  CONDENSED STATEMENTS OF OPERATIONS
  </CAPTION>

  <S>       <C>Three Months   <C>Three Months  <C>September 25, 1996   
              Ended March 31,    Ended March       (Inception)  
                  1998             31, 1998    Through March 31, 1999
              (Unaudited)       (Unaudited)        (Unaudited)
                                                                        
            -------------------------------------------------------------          
  COSTS AND
  EXPENSES:
    Research and
    development      $428,000      $120,000       $1,706,000
   General and
    administrative    692,000       221,000        2,947,000
                   ----------   -----------      -----------  
      Net Loss    ($1,120,000)    ($341,000)     ($4,653,000)  
                   ==========   ===========      =========== 

  Basic and
  Diluted Loss                                                     
  Per Share           ($0.05)       ($0.02)
                   ==========   ===========

  Weighted
  average
  number of
  shares of
  common stock -
  basic and
  diluted          20,846,000     20,321,000  
                   ==========    =========== 

     </TABLE>








                                          4




<TABLE>
<CAPTION>
TORVEC, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
</CAPTION>

<S>                          <C>Three Months <C>Three Months <C>September 25, 1996
                                  Ended           Ended         (Inception) Through
                               March 31, 1999  March 31, 1998   March 31, 1999
                                (Unaudited)     (Unaudited)        (Unaudited)   
                              _____________________________________________________
CASH FLOWS FROM
OPERATING ACTIVITIES:
   Net loss                     ($1,120,000)     ($341,000)   ($4,653,000)

 Adjustment to reconcile
 net income to net cash
 provided by operating
 activities
  Depreciation                      3,000          2,000         15,000  
  Amortization of unearned
  compensatory stock              544,000        144,000      1,573,000
 Common stock issued for
  services                              0              0        409,000
 Contribution of services               0              0         39,000
 Changes in other current                                           
  assets and current
  liabilities:
   (Increase)/decrease                  0              0       (164,000)
      in other assets
   Increase/(decrease)
      in accounts payable
      and accrued expenses       (148,000)       (10,000)       415,000
                            --------------  -------------  ------------
Net cash (used in)
 operating activities            (721,000)      (205,000)    (2,366,000)

CASH FLOWS FROM
INVESTNG ACTIVITIES:
   Purchase of property
   and equipment                       0         (29,000)       (62,000)
                           --------------  -------------    -----------
 Net cash (used in)
  investing activities                 0         (29,000)       (62,000)

CASH FLOWS FROM
 FINANCING ACTIVITIES:
  Proceeds from sale of
   common stock                  750,000         180,000      2,826,000
  Proceeds from
   long-term borrowings                0          29,000         29,000
  Repayment of
   long-term borrowings           (2,000)              0         (5,000)
  Distributions                        0               0       (365,000)
                           --------------    -----------  -------------
    Net cash provided                                 
     by financing activities      748,000        209,000      2,485,000
                           --------------    -----------  -------------
                                   
NET INCREASE (DECREASE) 
  IN CASH                          27,000        (25,000)        57,000
CASH - BEGINNING OF PERIOD         30,000        147,000              0
                           --------------     ----------  -------------
CASH - END OF PERIOD              $57,000       $122,000        $57,000
                           ==============     ==========  =============

See Notes to Financial Statements
</TABLE>

                             5

                                    TORVEC, INC.

                            NOTES TO FINANCIAL STATEMENTS

                                  March 31, 1999


            Note 1   Financial Statement Presentation

            The information contained herein with respect  to the three
            month periods  ended March 31,  1999 and March 31, 1998 and
            the  period from  September  25, 1996  (inception)  through
            March 31,  1999 has  not been  audited   but  was  prepared
            in    conformity  with    generally   accepted   accounting
            principles for    interim   financial    information   and
            instructions for  10-QSB and Item 310(b)  of Regulation S-B.
            Accordingly, the condensed  financial  statements  do  not
            include  information  and  footnotes required  by  generally
            accepted accounting  principles for  financial  statements.
            Included  are  the adjustments, which  in  the  opinion  of
            management are necessary for a  fair  presentation of  the
            financial  information for  the  three-month periods
            periods ended  March 31, 1999 and 1998, and since
            inception.   The results are  not necessarily  indicative
            of results to be expected for the year.

            Note 2   The Company

            Torvec, Inc. (the  Company) was incorporated in  New York on
            September  25,  1996.     The  Company,  which   is  in  the
            development stage, specializes in automotive technology.

            Note 3   Summary of Significant Accounting Policies

            Equipment

            Equipment is  stated at cost less  accumulated depreciation.
            Depreciation is provided using the straight-line method over
            the useful lives of the assets.

            Research and development and patents

            Research  and  development  costs and  patent  expenses  are
            charged to operations as incurred.

            Note 4   Related Party Transactions

            The  Company has  entered  into  consulting agreements  with
            members of  the Gleasman family.   Included in  research and
            development and general and  administrative expenses for the
            periods ending  March 31, 1999 and March 31, 1998 is $112,500
            and $112,500 respectively for consulting expenses.


                                          6


                                    TORVEC, INC.

                            NOTES TO FINANCIAL STATEMENTS
                               
                                   March 31, 1999


            Note 5   Private Placement

            The Company  commenced a private placement in May 1998
            to sell its common stock at a price of $5.00 per share.
            On September 21, 1998 the offering price of the private
            placement was increased to $10.00 per share.  The private
            placement has been extended to May 31, 1999.  Those
            offerings raised approximately $645,000 during the
            quarter ended March 31, 1999.

            Note 6  Stock Options

            On February 10, 1999, the Company entered into a one-year
            agreement with two consultants to provide financial and
            public relation services.  In connection therewith 375,000
            of previously granted warrants were cancelled and the
            Company granted 375,000 options at an exercise price of
            $5.00 exercisable immediately through February 10, 2004.
            The underlying shares will have registration rights.  The
            Company valued these options at $2,800,000 which will be
            charged to operations over the term of the consulting
            agreement.

            During the current quarter, 21,000 of these options were
            exercised raising $105,000.

            Note 7  Long-Term Debt

            Long-term debt  at March 31, 1999 consisted of  a note
            payable in monthly installments of $610 including interest
            at  10.13% through  March, 2003.   The  note is  secured by
            transportation equipment.

            Note 8  Lease

            The Company has entered into an agreement with a shareholder
            to lease  land and building for  $53,000 per month  upon
            completion of the Company's private placement.  The
            agreement provides  for four one-year renewal periods at
            the Company's option.

            The  agreement  also  provides  for  the  purchase  of  land
            adjacent  to the  leased  premises for  one  year after  the
            effective date of the lease for $350,000.

            The  Company paid  approximately $164,000 representing the
            first month's rent and rent deposits which are reflected
            on non current assets.

            Note 9  Arbitration

            During  1997 certain  members of  the  Gleasman family  were
            named  in a  lawsuit seeking  monetary  damages of  $750,000
            relating  to  the  development  of  certain  technology  and
            related  matters.   The  court  stayed  all aspects  of  the
            litigation  and  directed  the  parties  to  arbitrate  such
            matters in  dispute.  During the current quarter, the
            arbitrator issued a nonappealable decision which determined
            that certain members of the Gleasman family exclusively owned
            all of the patents at issue prior to transferring such patents
            to the Company.


                                          7


Item 2.     Plan of Operation
  
            The  following   discussion  should  be   read  in
            conjunction with, and is qualified in its entirety
            by, the Financial Statements and the Notes thereto
            included in this report.  This discussion contains
            certain  forward-looking  statements that  involve
            substantial risks and uncertainties.  When used in
            this report, the  words "anticipate", "expect" and
            similar expressions as they  relate to the Company
            or its  management are  intended to  identify such
            forward-looking statement.   The  Company's actual
            results, performance or  achievements could differ
            materially from those expressed in, or implied by,
            these  forward-looking   statements.    Historical
            operating results  are not  necessarily indicative
            of the trends in operating results for any further
            period.

            Torvec,  Inc. a  New York  State corporation  (the
            Company) was duly organized on September 25, 1996.
            The Company  is in the development  stage, and its
            efforts have been  principally devoted to research
            and  development   activities  and  organizational
            efforts.

            The Company is continuing to implement its Plan of
            Operation  and has  initiated  discussions with  a
            number  of vehicle  manufacturers with  a view  to
            possible licensing of one or  more of its products
            and or the  creation of one or  more joint venture
            relationships in  order to further develop  and to
            initiate the manufacture  and distributions if its
            products,   especially  the  Fastrack,  the Torvec
            transmission  and the  Company's  CV  Joint.   The
            Company   has    completed its plan  to  have  one
            pre-production    Fastrack   vehicles   assembled.
            The   Company  anticipates    that  the   proceeds
            generated   by  its current  offering will  enable
            it to  continue to implement its Plan of Operation.

            The Company  commenced a private placement  in May
            1998 to sell 1,500,000 shares  of its common stock
            at a price  of $5.00 per share.   On September 21,
            1998 the  offering price of the  private placement
            was  increased  to  $10.00 per  share.  The private
            placement has been extended to May 31, 1999.  Those
            offerings raised approximately $645,000 during the
            quarter ended March 31, 1999.  Management believes
            that the funds from the private placement will  be
            sufficient  to  sustain   the  Company's  Plan  of
            Operation for the next two quarters.


                                        8


             The net loss as of  March  31,  1999   has   increased
             as compared to March 31, 1998  due  to  the  additional
             amounts spent in research and development,  increases
             in   general   and administrative expenses   and  the
             increase in the amortization  of  unearned compensatory
             stock.  The  amortization,  which  is  a  non cash item,
             was $544,000 for  the  quarter  ended   March 31, 1999
             compared to $144,000 for the quarter ended March 31, 1998.
             Also,  included  are  consulting  fees for Research  and
             Development and general and administrative expenses in
             the amounts of  $112,500  and  $112,500   respectively,
             payable to the Gleasman family. Additionally, the Research
             and Development expenses have  increased as a result  of
             increased expenses  associated with the  Fastrak  vehicle.
             These  increases  have  been  projected   by   management,
             and  will  continue  to increase  as  the  Company
             continues on its Plan of Operation.
















                                          9


                                       PART II

                                  OTHER INFORMATION


   Item 1.   Legal Proceedings
             -----------------

             During 1997 certain members of the Gleasman family were
             named in a lawsuit seeking monetary damages of $750,000
             relating to  the development of certain  technology  as
             well as disputing their exclusive  ownership  of  these
             patents relating to future Company products, namely Torvec
             hydraulic pump and motor,  the Torvec constant velocity
             joint and Torvec's spherical gearing.  In February, 1998,
             the court stayed all aspects of the litigation and directed
             the parties to arbitrate the matters in dispute.  On
             April 22, 1999, the arbitrator issued a nonappealable
             decision which determined that Vernon and Keith Gleasman
             exclusively owned all three patents, thereby confirming
             that these patents, which were assigned by them to Torvec,
             are the exclusive patents of the Company.


   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


   Item 5.   Other Information
             -----------------

             Year 2000
 
             The Company currently uses  a software which management
             believes   is   in   "Year  2000"   (Y2K)   compliance.
             Management  will  continue   to  evaluate  the  current
             software  and implement  any necessary  changes  during
             the  balance  of  1999.   Management  expects the costs
             associated not to  be  material.   Also, the Company is
             is  devising  a  Y2K  contingency  plan  to  avoid  any
             interruption to its business.



                                            10


   Item 6.   Exhibits and Reports on Form 8-K

        a.   Exhibits

             The following Exhibits, as  applicable, are attached to
             this Quarterly Report (Form 10-QSB).  The Exhibit Index
             is  found  on  the   page  immediately  succeeding  the
             signature  page and  the Exhibits  follow on  the pages
             immediately succeeding the Exhibit Index.

        (2)  Plan of  acquisition, reorganization, arrangement,
             liquidation, or succession

             Not applicable

        (3)  Articles of incorporation, By-laws

             3.1  Certificate of  Incorporation incorporated by
                  reference to Form 10SB/A,  Registration Statement,
                  registering Company's $.01 par value common stock
                  under section 12(g) of the Securities Exchange Act
                  of 1934;

             3.2  By-laws incorporated by  reference to Form 10
                  SB/A,  Registration   Statement,  registering
                  Company's $.01  par value common  stock under
                  section 12(g) of  the Securities Exchange Act
                  of 1934;

        (4)  Instruments  defining   the  rights   of  security
             holders, including indentures

             Not applicable
 
        (10) Material contracts

             Certain    Employment    Agreements,    Consulting
             Agreements,  the Company's  Stock Option  Plan and
             related   agreements,   certain   assignments   of
             patents, patent  properties, technology  and know-
             how  to  the  Company,   Neri  Service  and  Space
             Agreement  and Ford  Motor  Company Agreement  and
             Extension of  Term, all incorporated  by reference
             to   Form   10   SB/A,   Registration   Statement,
             registering Company's $.01  par value common stock
             under section 12(g) of the Securities Exchange Act
             of 1934;
  
        (11) Statement re computation of per share earnings (loss)

             Not applicable

        (15) Letter re unaudited interim financial information

             Not applicable


                                         11


        (18) Letter re change in accounting principles

             Not applicable

        (19) Report furnished to security holders

             Not applicable

        (22) Published  report regarding  matters submitted  to
             vote of security holders

             Not applicable

        (23) Consents of experts and counsel

             Not applicable

        (24) Power of attorney

             Not applicable

        (27) Financial data schedule

        (99) Additional exhibits

             Not applicable

   b.   Reports Filed on 8-K

        None









                                      12




                                  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, thereunto duly
      authorized.

                                          TORVEC, INC.



      DATE:    May 14, 1999           By: /S/ KEITH E. GLEASMAN
                                          -------------------------
                                            Keith E. Gleasman,
                                            President


      DATE:    May 14, 1999           By: /S/ SAMUEL M. BRONSKY
                                          ------------------------
                                            Samuel M. Bronsky
                                            Chief Financial Officer












                                         13



                                    EXHIBIT INDEX


         Exhibit                                                      Page

           2. Plan of acquisition, reorganization, arrangement,
              liquidation, or succession                                N/A

           3. Articles of incorporation, By-Laws

              3.1  Certificate of Incorporation incorporated by
                   reference to Form 10SB/A, Registration Statement,
                   registering Company's $.01 par value common
                   stock under section 12(g) of the Securities
                   Exchange Act of 1934;                                N/A

              3.2  By-laws incorporated by reference to Form 10 SB/A,
                   Registration Statement, registering Company's $.01
                   par value common stock under section 12(g) of the
                   Securities Exchange Act of 1934;                     N/A

           4. Instruments defining the rights of security
              holders, including indentures                             N/A

           10.Material contracts

              Certain Employment Agreements, Consulting Agreements,
              the Company's Stock Option Plan and related agreements,
              certain  assignments  of  patents,  patent  properties,
              technology and know-how to the Company, Neri Service
              and Space Agreement and Ford Motor Company Agreement
              and Extension of Term, all incorporated by reference
              to Form 10 SB/A, Registration Statement, registering
              Company's $.01 par value common stock under
              section 12(g) of the Securities Exchange Act of 1934;    N/A

           11.Statement re computation of per share earnings (loss)    N/A

           15.Letter re unaudited interim financial information        N/A



                                         14



           18.Letter re change in accounting principles                N/A

           19.Report furnished to security holders                     N/A

           22.Published report regarding matters submitted to
              vote of security holders                                 N/A

           23.Consents of experts and counsel                          N/A

           24.Power of attorney                                        N/A

           27.Financial data schedule                                  16

           99.Additional exhibits                                      N/A













                                         15



                                                              EXHIBIT 27
                                    TORVEC, INC.
                               FINANCIAL DATA SCHEDULE
            Article 5:

            Legend: This schedule contains summary financial information
                    extracted from the financial statements of TORVEC,
                    Inc. for the period ending March 31, 1999 and is
                    qualified in its entirety by reference to such
                    financial statements.

            CIK NUMBER:  1063197
            Name:  TORVEC, INC.
                                        TABLE
                              Period Type:  Three Months
                         Fiscal Year-End:  December 31, 1998
                           Period Start:  January 1, 1998
                           Period End:  March 31, 1999
            Cash............................................$57,000
            Securities ...........................................0
            Receivables ..........................................0
            Allowances ...........................................0
            Inventory.............................................0
            Current Assets ..................................57,000
            PP&E...... ......................................62,000
            Depreciation ..................................<15,000>
            Other Assets....................................164,000
            Total Assets ...................................268,000
            Current Liabilities ............................194,000
            Bonds.................................................0
            Preferred Mandatory ..................................0
            Preferred.............................................0
            Common..........................................209,000
            Other SE......................................<135,000>
            Total Liability and Equity .....................268,000
            Sales.................................................0
            Total Revenues .......................................0
            CGS...................................................0
            Total Costs...........................................0
            Other Expenses .............................<1,120,000>
            Loss Provision .......................................0
            Interest Expense .....................................0
            Income Pretax ..............................<1,120,000>
            Income Tax ...........................................0
            Income Continuing ..........................<1,120,000>
            Discontinued .........................................0
            Extraordinary ........................................0
            Changes    ...........................................0
            Net Income .................................<1,120,000>
            EPS Basic  .......................................<.05>
            EPS Diluted ......................................<.05>

                                         16