U.S. SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549


                         Form 10-QSB   /A 1    

                      Quarterly Report Under
               the Securities Exchange Act of 1934

              For Quarter Ended:  September 30, 1998

               Commission File Number:  000-24447



                        MATHY CORPORATION
 (Exact name of small business issuer as specified in its charter)



                             Colorado
   (State or other jurisdiction of incorporation or organization)

                            84-1463449
                 (IRS Employer Identification No.)

                 2851 South Parker Road, Suite 720
                         Aurora, Colorado
              (Address of principal executive offices)

                               80014
                             (Zip Code)

                           (303) 671-8920
                    (Issuer's Telephone Number)


        (Former name, former address and former fiscal year,
                    if changed since last report)


Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days:   Yes
__X__   No ____.

The number of shares of the registrant's only class of common stock
issued and outstanding, as of September 30, 1998, was 500,000
shares.



<PAGE>
                              PART I

ITEM 1.   FINANCIAL STATEMENTS.

          The unaudited financial statements for the six month
period ended September 30, 1998, are attached hereto.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The following discussion should be read in conjunction
with the    Company's unaudited financial statements and notes
thereto included herein.  In connection with, and because it
desires to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company
cautions readers regarding certain forward looking statements in
the following discussion and elsewhere in this report and in any
other statement made by, or on the behalf of the Company, whether
or not in future filings with the Securities and Exchange
Commission.  Forward looking statements are statements not based on
historical information and which relate to future operations,
strategies, financial results or other developments.  Forward
looking statements are necessarily based upon estimates and
assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond the Company's control and many of which, with
respect to future business decisions, are subject to change.  These
uncertainties and contingencies can affect actual results and could
cause actual results to differ materially from those expressed in
any forward looking statements made by, or on behalf of, the
Company.  The Company disclaims any obligation to update forward
looking statements.    

          The Company generated no revenues during the six month
period ending September 30, 1998.  Management of the Company
anticipates that the Company will not generate any significant
revenues until the Company accomplishes its business objective of
merging with a nonaffiliated entity or acquiring assets from the
same.  

          The Company's securities are currently not liquid.  There
are no market makers in the Company's securities and it is not
anticipated that any market will develop in the Company's
securities until such time as the Company successfully implements
its business plan of engaging in a business opportunity, either by
merger or acquisition of assets.  The Company presently has no
liquid financial resources to offer such a candidate and must rely
upon an exchange of its stock to complete such a merger or
acquisition.

          Because the Company is not required to pay rent or
salaries to any of its officers or directors, management believes

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<PAGE>
that the Company has sufficient funds to continue operations
through the foreseeable future.

   Year 2000 Disclosure

          Many existing computer programs use only two digits to
identify a year in the date field.  These programs were designed
and developed without considering the impact of the upcoming change
in the century.  If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000.  As a
result, many companies will be required to undertake major projects
to address the Year 2000 issue.  Because the Company has nominal
assets, including no personal property such as computers, it is not
anticipated that the Company will incur any negative impact as a
result of this potential problem.  However, it is possible that
this issue may have an impact on the Company after the Company
successfully consummates a merger or acquisition.  Management
intends to address this potential problem with any prospective
merger or acquisition candidate.  There can be no assurances that
new management of the Company will be able to avoid a problem in
this regard after a merger or acquisition is so consummated.    

                 PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS - NONE

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 - NONE.

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

          (a)  Exhibits

               EX-27     Financial Data Schedule

          (b)  Reports on Form 8-K

               None.

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<PAGE>
<TABLE>
MATHY CORPORATION
(A Development Stage Company)
Unaudited
Balance Sheet

<CAPTION>
                                              Unaudited         Audited
                                             September 30       March 31 
                                                 1998             1998
                                              _________       ___________
<S>                                           <C>             <C>
ASSETS

  Current Assets - Cash                       $       0       $         0
                                              _________       ___________
TOTAL ASSETS                                  $       0       $         0
                                              =========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

  Liabilities                                 $       0       $         0
                                              ---------       -----------
SHAREHOLDERS' EQUITY

  Common Stock, $.001 Par Value;
  100,000,000 Shares Authorized,
  500,000 Issued and Outstanding at
  September 30, 1998 and March 31, 1998,
  respectively                                $     500       $       500

  Preferred Stock, $.001 Par Value;
  25,000,000 Shares Authorized,
  No Shares Issued and Outstanding                    0                 0

  Additional Paid In Capital
    on Preferred Stock                                0                 0

  Deficit Accumulated During
    the Development Stage                          (500)             (500)
                                              _________       ___________
Total Shareholders' Equity                    $       0       $         0
                                              _________       ___________
TOTAL LIABILITIES
  AND SHAREHOLDERS' EQUITY                    $       0       $         0
                                              =========       ===========


</TABLE>


                                    4

<PAGE>
<TABLE>
MATHY CORPORATION
(A Development Stage Company)
Unaudited
Statement of Operations

<CAPTION>
                                 For the       For the    January 30, 1996
                                Six Months    Six Months     (Inception)
                                  Ended         Ended           Thru
                               September 30, September 30,  September 30,
                                   1998          1997           1998
                              ____________   ____________   _____________
<S>                           <C>            <C>            <C>
Revenue                       $          0   $          0   $           0
                              ------------   ------------   -------------
Expenses                                 0              0             500
                              ------------   ------------   -------------
Net (Loss) Accumulated
  During The Development
  Stage                       $          0   $          0  $         (500)
                              ============   ============  ==============

Net (Loss) Per Share          $     ($0.00)  $     ($0.00) $       ($0.00)
                              ============   ============  ==============
Common Shares
  Outstanding                      500,000        500,000         500,000
                              ============   ============  ==============




</TABLE>

                                    5

<PAGE>
<TABLE>
MATHY CORPORATION
(A Development Stage Company)
Unaudited
Cash Flow Statement

<CAPTION>
                                    For the        For the   January 30, 1996
                                   Six Months     Six Months    (Inception)
                                     Ended          Ended          Thru
                                 September 30,  September 30,  September 30,
                                      1998          1997           1998
                                 ____________   ____________   ______________ 
<S>                              <C>            <C>            <C>
Cash Flows From
  Operating Activities:
    Net Profit (Loss)
     Accumulated During The
     Development Stage           $          0   $          0   $        (500)
    Amortization and
     Depreciation                           0              0               0
    Issuance of Common Stock
     Not For Cash                           0              0             500
                                 ____________   ____________   _____________
  Net Cash Flows 
    From Operations                         0              0               0 

Cash Flows From
  Financing Activities:
    Issuance of Common Stock                0              0               0

  Additional Paid in Capital                0              0               0
                                 ____________   ____________   _____________
  Net Cash Provided 
    by Financing Activities                 0              0               0
                                 ____________   ____________   _____________

Net Increase (Decrease) in Cash             0              0               0

Cash At Beginning of Period                 0              0               0
                                 ____________   ____________   _____________
Cash At End of Period            $          0   $          0   $           0
                                 ============   ============   =============
Supplementary Disclosure of
  Cash Flow Information:

    Noncash Financing Activities:
      Common Stock Issued For
      Cash Advances & Services   $          0   $          0   $         500
                                 ============   ============   =============

</TABLE>

                                    6

<PAGE>
<TABLE>
MATHY CORPORATION
(A Development Stage)
Unaudited
Statement of Shareholders' Equity

<CAPTION>
                                                           Deficit
                                                         Accumulated
                        Number of            Additional   During the
                          Shares     Common    Paid In   Development
                       Common Stock   Stock    Capital      Stage      Total
                       ____________  ______  __________  ___________  _______
<S>                    <C>           <C>     <C>         <C>          <C>
Balance at
  January 30, 1996                0  $    0  $        0  $        0   $     0

Issuance of Common Stock:
  January 30, 1996 For
  Cash Advances and
  Services At $.001 Per
  Share                     500,000  $  500           0           0       500

Net (Loss)                                                     (500)     (500)
                       ____________  ______  __________  __________   _______
Balance at
  March 31, 1996,
  1997 & 1998               500,000     500           0        (500)        0

Net (Loss)                                                        0         0 
                       ____________  ______  __________  __________   _______
Balance at
  September 30, 1998        500,000     500  $        0  $     (500)  $     0
                       ============  ======  ==========  ==========   =======




</TABLE>

                                      7

<PAGE>







                        MATHY CORPORATION

                  (A Development Stage Company)


              NOTES TO UNAUDITED FINANCIAL STATEMENTS



NOTE 1.
------

The Company initially authorized 100,000,000 shares of $.001 par
value common stock.  In January 1996, the Company issued 500,000
shares of common stock valued at $500 for cash advances and
services. 

In the opinion of management, all adjustments, consisting only of
normal recurring adjustments necessary for a fair statement of (a)
the results of operations for the six month periods ended September
30, 1998 and 1997, and for the periods from inception at January
30, 1996 to September 30, 1998, (b) financial position at September
30, 1998 and March 31, 1998, and (c) the cash flows for the six
months ended September 30, 1998 and 1997 and for the period from
inception, January 30, 1996 to September 30, 1998, have been made.

NOTE 2.
------

The results for the six month period ended September 30, 1998, are
not necessarily indicative of the results for the entire fiscal
year ended March 31, 1999.



                               8

<PAGE>
                           SIGNATURES


          Pursuant to the requirements of Section 12 of the
Securities and Exchange Act of 1934, the Registrant has duly caused
this    amendment to its     report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                              MATHY CORPORATION
                              (Registrant)

                              Dated:     January 8, 1999    



                              By:  s/Andrew I. Telsey
                                 --------------------------------
                                   Andrew I. Telsey,
                                   President
                                      

                               9

<PAGE>
                        MATHY CORPORATION

        Exhibit Index to Quarterly Report on Form 10-QSB
            For the Quarter Ended September 30, 1998

EXHIBITS                                                 Page No.

  EX-27     Financial Data Schedule . . . . . . . . . . . .   11




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