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


                           Form 10-QSB

                      Quarterly Report Under
                the Securities Exchange Act of 1934

                For Quarter Ended:  December 31, 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 December 31, 1998, was 500,000
shares.



<PAGE>
                            PART I

ITEM 1.   FINANCIAL STATEMENTS.

          The unaudited financial statements for the nine month
period ended December 31, 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 nine month
period ending December 31, 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
                                             December 31,       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
  December 31, 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
                               Nine Months   Nine Months     (Inception)
                                  Ended         Ended           Thru
                               December 31,  December 31,    December 31,
                                   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
                                  Nine Months    Nine Months    (Inception)
                                     Ended          Ended          Thru
                                  December 31,   December 31,   December 31,
                                      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
  December 31, 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 nine month periods ended December
31, 1998 and 1997, and for the periods from inception at January
30, 1996 to December 31, 1998, (b) financial position at December
31, 1998 and March 31, 1998, and (c) the cash flows for the nine
months ended December 31, 1998 and 1997 and for the period from
inception, January 30, 1996 to December 31, 1998, have been made.

NOTE 2.
-------

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




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<PAGE>
                           SIGNATURES


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

                              MATHY CORPORATION
                              (Registrant)

                              Dated:  February 12, 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 December 31, 1998

EXHIBITS                                                  Page No.

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



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