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     September 30, 1998
                            ----------------------------------------
                            
                                          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 September 30, 1998, there were outstanding 20,781,818
       shares of the Company's Common Stock, $.01 Par Value.
       Options for 455,000 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,
           1997 and September 30, 1998 (unaudited)                      3

           Torvec, Inc. Condensed Statements of Operations -
           September 25, 1996 (Inception through September 30,
           1998 (unaudited), Nine Months Ended September 30, 1997
           (unaudited) and September 30, 1998 (unaudited), Three
           Months Ended September 30, 1997 (unaudited) and
           September 30, 1998 (unaudited)                              4

           Torvec, Inc. Condensed Statements of Cash Flows -
           September 25, 1996 (Inception through September 30,
           1998 (unaudited), Nine Months Ended September 30, 1997
           (unaudited) and September 30, 1998 (unaudited), Three
           Months Ended September 30, 1997 (unaudited) and
           September 30, 1998 (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>September  <C>December
                                                    30, 1998     31, 1997
                                                 (Unaudited)
                                                ------------  -----------
                                                             
           ASSETS
           CURRENT ASSETS
                Cash                                 $67,000     $147,000
                Other current asset                   53,000       53,000
                Subscriptions receivable                   0      180,000
                                                ------------  -----------
                     Total Current Assets            120,000      380,000
                                                ------------  -----------          
            PROPERTY AND EQUIPMENT
                Office equipment                       9,000        5,000
                Transportation equipment              53,000       24,000
                                                ------------  -----------
                                                      62,000       29,000
           LESS:  ACCUMULATED DEPRECIATION             9,000        3,000
                                                ------------  -----------
                                                      53,000       26,000
                                                ------------  -----------
           OTHER ASSETS                              111,000      171,000
                                                ------------  -----------
           Total Assets                             $284,000     $577,000
                                                ============  ===========        
           LIABILITIES AND STOCKHOLDERS' EQUITY
           CURRENT LIABILITIES
             Current maturities of long-term debt     $5,000           $0
             Accounts payable and accrued expenses   246,000       73,000
                                                ------------  -----------
                     Total Current Liabilities       251,000       73,000

           LONG-TERM LIABILITIES
             Long-term debt, net of current        
             maturities                               22,000            0
                                                ------------  -----------
                                                     273,000       73,000
                                                ------------  -----------
           STOCKHOLDERS' EQUITY
             Common stock, $.01 par value,
                40,000,000 shares authorized,
                20,781,616 and 20,672,496 issued
                and outstanding at September 30,
                1998 and December 31, 1997,
                respectively                         208,000      207,000
             Additional paid in capital            3,475,000    2,991,000
             Unearned compensatory stock options    (849,000)  (1,283,000)
             Accumulated deficit                  (2,823,000)  (1,411,000)
                                                ------------  -----------
                     Total Stockholders' Equity       11,000      504,000
                                                ------------  -----------
           Total Liabilities and Stockholders'     
           Equity                                   $284,000     $577,000
                                                ============ ===========



           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>Nine Months   <C>Nine Months   <C>September
              Ended September    Ended September  Ended September  Ended September    25, 1996
                30, 1998          30, 1997          30, 1998         30, 1997         (Inception)
              (Unaudited)       (Unaudited)      (Unaudited)     (Unaudited)       Through
                                                                                 September 30,     
                                                                                 1998 (Unaudited)
            -------------------------------------------------------------------------------------          
  COSTS AND
  EXPENSES:
    Research and
    development      $318,000      $117,000       $589,000         $163,000       $812,000
    General and
    administrative    290,000       117,000        823,000          447,000      2,011,000
                   ----------   -----------    -----------      -----------    -----------
      Net Loss       $608,000      $234,000     $1,412,000         $610,000     $2,823,000
                   ==========   ===========    ===========      ===========

  Basic and
  Diluted Loss                                                     
  Per Share           ($0.03)       ($0.01)           ($0.07)        ($0.03)
                   ==========   ===========       ===========    ===========

  Weighted
  average
  number of
  shares of
  common stock -
  basic and        20,759,000     19,950,000       20,727,000      19,547,000
  diluted
                   ==========    ===========      ===========     ===========

  See Notes to Financial
  Statements
     </TABLE>








                                          4




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

<S>                          <C>Three Months <C>Three Months <C>Nine Months <C>Nine Months <C>September 25, 1996
                                  Ended          Ended          Ended          Ended          (Inception) Through
                               September 30,  September 30,  September 30,  September 30,      September 30, 1998
                                  1998           1997           1998           1997
                               (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)          (Unaudited)
                              ______________________________________________________________________________________________ 
CASH FLOWS FROM
OPERATING ACTIVITIES:
   Net loss                     ($608,000)     ($234,000)   ($1,412,000)    ($610,000)       ($2,823,000)

 Adjustment to reconcile
 net income to net cash
 provided by operating
 activities
  Depreciation                      5,000                         6,000                            9,000
  Amortization of unearned
  compensatory stock              144,000        124,000        434,000         319,000          884,000
 Common stock issued for
  services                                                                                       406,000
 Changes in other current                                                        24,000           24,000             
  assets and current
  liabilities:
   Increase in other assets                                                                      (164,000)
   Increase in accounts payable
   and accrued expenses          183,000                        173,000                           232,000
                          --------------    -------------- ------------    -------------    --------------
Net cash (used in)
 operating activities           (276,000)         (110,000)    (799,000)        (267,000)      (1,432,000)

CASH FLOWS FROM
INVESTNG ACTIVITIES:
   Purchase of property
   and equipment                  (4,000)          (24,000)     (33,000)         (24,000)       (62,000)
                         ---------------    --------------  -------------    ------------   -------------
 Net cash (used in)
  investing activities            (4,000)          (24,000)     (33,000)         (24,000)       (62,000)

CASH FLOWS FROM
 FINANCING ACTIVITIES:
  Proceeds from sale of
   common stock                  223,000           188,000      545,000          784,000      1,765,000
  Proceeds from stock
   subscription                                                 180,000                         180,000
  Proceeds from
   long-term borrowings                                          29,000                          29,000
  Repayment of
   long-term borrowings           (1,000)                        (2,000)                         (2,000)
  Offering Cost Expenditures                                                                    (46,000)     
  Distributions                                                                 (338,000)      (365,000)  
                           --------------    --------------  ------------    -------------  -----------
    Net cash provided                                 
     by financing activities      222,000           188,000      752,000         446,000      1,561,000
                           --------------    --------------  ------------    -------------  -----------
                                   
NET INCREASE (DECREASE) 
  IN CASH                         (58,000)           54,000      (80,000)        155,000         67,000
CASH - BEGINNING OF PERIOD        125,000           322,000      147,000         221,000              0
                           --------------     --------------   --------------   -------------  --------  
CASH - END OF PERIOD              $67,000          $376,000      $67,000        $376,000        $67,000
                           ==============     ==============   ==============   ============== ========

See Notes to Financial Statements
</TABLE>

                             5

                                    TORVEC, INC.
                            NOTES TO FINANCIAL STATEMENTS


            Note 1   Interim Financial Statements

            The information  contained herein with respect  to the three
            month and  nine month periods  ended September 30,  1998 and
            1997  and the  period from  September  25, 1996  (inception)
            through  September 30,  1998 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 and  nine-month
            periods  ended  September  30,  1998   and  1997  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
            period ending  September 30, 1998  is $225,000  and $112,500
            respectively for consulting expenses.


                                          6


                                    TORVEC, INC.
                            NOTES TO FINANCIAL STATEMENTS

            Note 5   Private Placement

            The Company  has offered securities in  a private placements
            dated May 11, 1998 at $5.00 per share and September 21, 1998
            at $10.00  per share.  Those  offerings raised approximately
            $223,000 during the quarter ended September 30, 1998.

            Note 6  Long-Term Debt

            Long-term debt  at September  30, 1998  consisted of  a note
            payable in monthly installments of   $610 including interest
            at  10% through  March, 2003.   The  note is  secured by  an
            asset.

            Note 7  Lease

            The Company has entered into an agreement with a shareholder
            to lease  land and building for  $53,000 per month  upon the
            date that the  proceeds from a proposed  public offering are
            received.  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  $53,000  representing  the first  month's
            rent, which  is reflected as  a current asset,  and $111,000
            representing the last  month's rent and two  twelfths of the
            purchase price  of the land, which  is reflected, as  a non-
            current asset.

            Note 8  Contingency

            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.  The  Company has not  been named  as a
            defendant  in  this action.    In  the event  the  claimants
            prevail, it could adversely affect  the Company's rights to,
            and  exclusive  ownership  of,   certain  technology.    The
            Gleasmans  believe  that  the   claims  are  without  merit.
            Management's  preliminary assessment  of this  situation has
            resulted  in  a  determination that  the  likelihood  of  an
            unfavorable  outcome  is less  than  probable  and that  the
            ultimate  outcome  of this  matter  will  not have  material
            adverse  effect on  the results  of operations  or financial
            position of 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  moved forward with  its plan  to have
            three pre-production Fastrack   vehicles assembled
            during the  fall of 1998,  and this process  is on
            schedule.    The   Company  anticipates  that  the
            proceeds  generated by  its current  offering will
            enable  it to  continue to  implement  it 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.    Through
            September   30,  1998,   the  Company   raised  an
            aggregate of  $223,000.  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   September  30,  1998  has
             increased as compared to September 30, 1997 due to
             the  additional  amounts  spent  in  research  and
             development   and   increases   in   general   and
             administrative expenses.   Included are consulting
             fees for Research and  Development and general and
             administrative expenses in the amounts of $225,000
             and  $112,500 respectively,  paid 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 it 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 and
             related matters.   The court stayed all  aspects of the
             litigation and  directed the parties to  arbitrate such
             matters in dispute.  The Company  has not been named as
             a defendant in this action.  In the event the claimants
             prevail, it could adversely affect the Company's rights
             to,  and exclusive  ownership  of, certain  technology.
             The  Gleasmans  believe  that the  claims  are  without
             merit.   Management's  preliminary  assessment of  this
             situation  has resulted  in  a  determination that  the
             likelihood  of  an  unfavorable outcome  is  less  than
             probable and  that the ultimate outcome  of this matter
             will not have material adverse effect on the results of
             operations or financial position 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 in  the
             first quarter  of 1999.   Management expects  the costs
             associated to be  less than $2,500.   Also, the Company
             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:    November 12, 1998      By: /S/ KEITH E. GLEASMAN
                                          -------------------------
                                            Keith E. Gleasman,
                                            President


      DATE:    November 12, 1998      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 September 30, 1998 and is
                    qualified in its entirety by reference to such
                    financial statements.

            CIK NUMBER:  1063197
            Name:  TORVEC, INC.
                                        TABLE
                              Period Type:  Nine Months
                         Fiscal Year-End:  December 31, 1998
                           Period Start:  January 1, 1998
                           Period End:  September 30, 1998
            Cash............................................$67,000
            Securities ...........................................0
            Receivables ..........................................0
            Allowances ...........................................0
            Inventory.............................................0
            Current Assets .................................120,000
            PP&E...... ......................................62,000
            Depreciation .....................................9,000
            Total Assets ...................................284,000
            Current Liabilities ............................251,000
            Bonds.................................................0
            Preferred Mandatory ..................................0
            Preferred.............................................0
            Common..........................................208,000
            Other SE......................................<197,000>
            Total Liability and Equity .....................284,000
            Sales.................................................0
            Total Revenues .......................................0
            CGS...................................................0
            Total Costs...................................1,412,000
            Other Expenses ...............................1,412,000
            Loss Provision .......................................0
            Interest Expense .....................................0
            Income Pretax ..............................(1,412,000)
            Income Tax ...........................................0
            Income Continuing ..........................(1,412,000)
            Discontinued .........................................0
            Extraordinary ........................................0
            Changes    ...........................................0
            Net Income .................................(1,412,000)
            EPS Basic  .......................................(.07)
            EPS Diluted ......................................(.07)

                                         16