SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            FORM 10-KSB
              Annual Report Under Section 13 or 15(d)
              of the Securities Exchange Act of 1934
           For the Fiscal Year Ended: December 31, 1997
                    Commission File No. 0-23123

                      CENTRAL OIL CORPORATION
 (Exact Name of Small Business Issuer as specified in its charter)



             COLORADO                               74-1383447
         (State  or  other                   (IRS  Employer  File
         jurisdiction of                               Number)
          incorporation)

                6000 East Evans Ave., Bldg #1
                        SUITE 22, DENVER, CO            80222
          (Address of principal executive offices)      (zip code)


                         (303) 759-3053
       (Registrant's telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act:  None
 Securities to be Registered Pursuant to Section 12(g) of the Act:
             Common Stock, $0.0001 per share par value

     Indicate  by  check  mark  whether  the  Registrant  (1) 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  (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:

     Check if there  is  no  disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form and no disclosure will
be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated  by  reference in Part III of this Form
10-KSB. [  ]

     State issuer's revenues for its most  recent  fiscal  year  $-0-;  The
aggregate  market  value of the voting stock of the Registrant held by non-
affiliates as of December  31, 1997 was not able to be determined since the
Registrant's stock has not ever traded. The number of shares outstanding of
the Registrant's common stock, as of the latest practicable date, March 18,
1998, was  10,021,000

                DOCUMENTS INCORPORATED BY REFERENCE
     Documents incorporated by reference are found in Item 13.
<PAGE>

                              PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

     (a)  GENERAL DEVELOPMENT OF BUSINESS

     Central Oil Corporation  (the  "Company"  or  the  "Registrant"), is a
Colorado corporation.  The principal business address is  6000  East  Evans
Ave. Bldg.# 1., Suite 22, Denver, Colorado  80222.

     The Company was originally incorporated under the laws of the State of
Colorado  on September 8, 1981 as an oil exploration and brokerage company.
Initially,  the  Company acted as an agent and broker for oil and gas lease
holders. Since 1993, the Company has been in the development stage.

     The present management  has  been  involved with the Company since its
inception, with the  exception of Stephan  R. Levy, who joined the Company
in August, 1997. In 1997, the Company elected  two  new  Directors, Messrs.
Stephan  R.  Levy  and  Mark G. Lawrence. On August 22, 1997,  the  Company
approved a one-for-two thousand  forward  split  of its common stock. As of
September  5,  1997,  the Company had a total of 10,021,000  common  shares
issued and outstanding. The Company has not been subject to any bankruptcy,
receivership or similar proceeding.

     (b)  NARRATIVE DESCRIPTION OF THE BUSINESS

     GENERAL

     From the Company's  inception in 1981 until 1993, the Company acted as
an  agent  and broker for oil  and  gas  lease  holders.  The  Company  was
originally formed to act as an advisor for persons interested in filing for
oil and gas leases in the U.S. Federal Oil Lottery for public lands. During
the period when  the  Lottery  was in place, the Company acted as agent for
those persons who wanted to become  involved in the Lottery and as a broker
for  those  persons  who were successful  in  obtaining  leases  under  the
Lottery. The Company's  activities  diminished  as  the  Lottery  declined.
Eventually, the Lottery was abolished. The Company ceased acting on  behalf
of lease holders around 1989. Until 1993, the Company pursued its own lease
situations.  Since  1993,  the  Company  has had minimal activities and has
carried no substantial inventories or accounts  receivable.  No independent
market  surveys  have  ever  been  conducted  to  determine demand for  the
Company's  products  and  services,  since  the  Company  did  not  provide
substantial  products  or  services  during this period.  The  Company  has
carried on no operations and generated  no  revenues since 1993.  While the
Company may be characterized as a "shell" company  because it presently has
no operations and no revenues, the Company plans to  be involved in the oil
and gas business as described below.
<PAGE>

     ORGANIZATION

     The  Company  presently comprises one corporation with no subsidiaries
or parent entities and is in the developmental stage.

     The Company filed  a  Form  10-SB  on  a  voluntary  basis to become a
reporting  company  because  it  plans  to  engage  in  equity and/or  debt
financings  in  the foreseeable future and believes that its  fund  raising
will be enhanced  by  having  a  record  of  regular  disclosure  under the
Securities Exchange Act of 1934 (the "1934 Act"). The Company has no  plans
in  the  foreseeable  future,  under  any  circumstances,  to terminate its
registration under the 1934 Act.

     (c)  OPERATIONS

     PROPOSED PLAN OF OPERATION

     Since  1993, the Company had been essentially inactive.  Beginning  in
July, 1997, the  Company  developed  a  business  plan  to once again begin
operations. To date, all of the Company's focus has been  directed  towards
organizational   efforts.   The  Company  believes  that  oil  prices  have
stabilized and that there is  again  an  opportunity for small, independent
companies to be involved in the oil and gas business.

     The Company plans to search for and to  acquire oil and gas leases for
its  own  account  and  for  the account of its clients.  The  Company  has
acquired in the past, and plans in the future to acquire leases for nominal
prices, sometimes as low as $1.00  per acre. Such leases can be acquired in
Federal and State lotteries, and the Company plans to take advantage of all
opportunities to engage in such lotteries. Leases may also be received from
individuals or companies by assignment  under  an  agreement  to develop or
sell  such  leases on behalf of such persons. The Company also has  in  the
past and plans  in  the  future  to  act  as  a broker for lease situations
involving third parties. No leases or clients have  been identified at this
time.  It  is  also the Company's intention to develop oil  and  gas  lease
projects in which  the  Company can act either as the drilling operator for
an investor group or as a broker of leases for a lessor.

     When acting for its own account, the Company will acquire interests in
various lease tracts located  in  areas  where the Company plans to explore
for oil or gas. At the present time, none of the
<PAGE>
specific tracts have been identified by the  Company.  However,  the tracts
are expected to fit into an overall profile.

     The  tracts  will  be entirely within a specific, defined geographical
area, will be exploratory  or  developmental,  at  the  discretion  of  the
Company,  and  will  be  subject  to  landowners'  and  overriding  royalty
interests  totaling  in  the  range of 12.5% to 25%, so the Company and its
partners can acquire between a  87.5%  and  75%  net revenue interest and a
100% working interest in the drill site.  The specific  ownership interests
between  the Company and its partners will be negotiated on  an  individual
project basis.

     The Company will focus its attention on drilling primarily in the same
specific geographical  area in which it plans to acquire interests.  In the
past, the Company has concentrated  its  activities  in  the Rocky Mountain
states  and  expects  to  continue to do so. The Company plans  to  utilize
various reporting services  such  as Petroleum Information and its contacts
within the petroleum industry to identify drilling locations, companies and
ownership activity. However, since  the  thrust  of  the  Company's initial
efforts  will  be to acquire leases with a minimum of capital  outlay,  the
Company will also  look  at situations in any other geographical area where
such leases may be obtained.  The ability to drill in a specific lease area
will be secondary to the ability to acquire a lease on terms most favorable
to the Company and at little or no capital outlay. At the present time, the
Company has been looking for leases which meet the above-mentioned criteria
but has not yet identified any  lease situations which it believes would be
appropriate  for  acquisition.  The   Company   cannot  predict  when  such
identification will occur.

     The Company expect to enter into turnkey drilling  contracts   with an
unaffiliated  third  party  for  the  drilling of any wells.  At some later
time, the Company may act as the driller  of  the wells, although there are
no plans to do so at the present time. The costs  of drilling wells has not
been  determined  at this time. In any case, the Company  will  make  every
attempt to see that  the  well  are  drilled  in  such  areas with its best
estimate of making the best return on investment for the  Company  and  its
partners.

     The  turnkey  drilling  contract  represents  the cost of drilling and
completion.  If, in the sole opinion of the Company,  a  well should not be
completed  because it will not produce sufficient oil or gas  to  return  a
profit, then  the  Company  would  not  anticipate expending the completion
funds for such well.

     It  is currently anticipated that any  wells  to  be  drilled  by  the
Company will  be  drilled within the geographical area or areas selected by
the Company. However,  once  selected, if subsequent engineering evaluation
indicates a more favorable location, the Company reserves the right to move
the drill site or sites, as the case may be, to such location or locations,
as the case may be. Any substituted  well  location  or  drill  site  would
compare  favorably  with  the  general  character  of  the  site previously
selected regarding degree of risk, drilling depth and cost. Furthermore, it
is  expected,  though  not  necessarily required, that any such substituted
well location or drill site will  be  in  the same general area as the site
specified herein.
<PAGE>
     In addition, the Company would reserve  the  right  to unitize or pool
all of the wells in the selected geographical area into a common production
pool  or unit.  In such event, the owners of the wells, which  may  include
non-partnership  investors  of  the  Company,  will  share  in  the revenue
therefrom on a pro-rata basis.

     The  Company  expects  to  participate  in  joint  ventures with other
entities in the development of some prospects. The Company  will  have  the
sole  discretion  in determining which prospects will be suitable for joint
venture participation.  In  each  such  joint  venture  project,  any  such
partnership would receive its pro rata portion of the 100% working interest
and would be responsible for its pro rata share of costs and expenses.

     The  Company  also  plans  to  search  for  and  to identify potential
acquisition candidates in the oil and gas business. Because the Company has
limited capital, any such acquisition would most likely  result in a change
of  control  of  the  Company. As of the date hereof, the Company  has  not
engaged in any preliminary  efforts  intended  to  identify  such  possible
potential acquisition candidates and has neither conducted negotiations nor
entered  into  a  letter  of  intent concerning any such candidates. At the
present time, the search for potential  acquisition  candidates  in the oil
and gas business will be secondary to the principal purpose of the Company,
which is to develop oil and gas lease projects in which the Company can act
either  as  the  drilling operator for an investor group or as a broker  of
leases for a lessor.

       The principal  criteria  for  evaluating  such  joint  ventures  and
acquisitions  which  the  Company  may  engage  in  will  be  the amount of
investment required by the Company, the degree of risk to the Company,  the
potential  return  on investment to the Company, the Company's expertise in
each situation and the expertise and reliability of the partner in any such
situation. The risk  associated  therewith  are  expected to be substantial
since the Company will have only minimal capital with  which  to  carry out
its activities.

     As of the date hereof, there are no plans, proposals, arrangements, or
understandings   with  respect  to  the  sale  or  issuance  of  additional
securities by the Company.

     The  Company anticipates  that  the  implementation  of  its  proposed
business plan  will  be  complex  and  extremely  risky  because of general
economic  conditions,  the inherent risks in the oil and gas  industry  and
shortages  of available capital.  The  oil  industry  is  characterized  by
fluctuating  oil prices and costs of drilling, substantial risks associated
with finding and  developing properties, and intense competition, both from
other companies and  alternative  fuel  sources.  Substantially  all of the
competitors will be better organized and capitalized than the Company.  The
Company presently has no assets available for such activities.

     For the Company to succeed in its business plan, the Company must make
prudent  choices concerning its oil industry partners since the Company has
no assets  of  its own with which to operate. Any such oil industry partner
must have the capability  of  acting as a driller on the various properties
which the Company intends to develop. Such a partner must have expertise in
geology, drilling,
<PAGE>
and well operation.  The  Company plans to add its value
to  any  potential  operation  by  being  able  to  react  quickly  to  any
opportunity which is presented to it and to secure exclusive lease rights.

     The   Company's  operations  will  be  subject  to  governmental   and
environmental   regulation  even  though  the  specific  sites  of  Company
activities have not  been  identified  at this time. The principal types of
such regulation center upon the restrictions  which  run  with  each  lease
property. All such lease properties have various kinds of governmental  and
environmental   use   restrictions,  most  of  which  are  unique  to  such
properties.  Generally,   such  restrictions  would  be  known  before  the
individual property is acquired  by  the  Company. However, there can be no
guarantee that additional restrictions may  not  be  imposed  later. In any
case,  the costs and effects of compliance with environmental laws  on  the
Federal,  State,  and local levels are expected to be substantial and could
have effect on whether the Company ever operates successfully.

     (d)  MARKETS

     The Company's  initial  marketing  plan  will be focused completely on
developing oil and gas lease projects in which  the  Company can act either
as the drilling operator for an investor group or as a broker of leases for
a lessor. No efforts toward this marketing plan have been  made  as  of the
date hereof.

     (e)  RAW MATERIALS

     The  use  of raw materials is not now material factor in the Company's
operations at the present time.

     (f)  CUSTOMERS AND COMPETITION

     At the present  time, the Company is expected to be experience intense
competition in the acquisition of oil and gas leases. There are a number of
established companies, many of which are larger and better capitalized than
the  Company  and/or  have   greater   personnel  resources  and  technical
expertise.  In view of the Company's extremely limited financial resources,
the Company will be at a significant competitive  disadvantage  compared to
the Company's competitors.

     (g)  BACKLOG

     At December 31, 1997, the Company had no backlogs.

     (h)  EMPLOYEES

     At  as  of  the  date  hereof,  the  Company  has  two  employees, its
President, Mr. Charles L. Mattis, and Stephan R. Levy, who presently do not
receive  any  compensation. The Company does not plan to hire employees  in
the future.
<PAGE>

     (i)  PROPRIETARY INFORMATION

      The Company has no proprietary information.

     (j)  GOVERNMENT REGULATION

     The Company  is  expected  to  be  subject  to  material  governmental
regulation  and approvals customarily incident to the operation of  an  oil
and gas company. The extent of such regulation cannot be determined at this
time, since the  properties  to  be explored have not yet been selected. It
will be the policy of the Company  to  fully  comply  will all governmental
regulation.

     (k)  RESEARCH AND DEVELOPMENT

     The  Company  has never spent any amount in research  and  development
activities.

     (l)  ENVIRONMENTAL COMPLIANCE

     The Company is  expected  to  be  subject  to  material  environmental
compliance customarily incident to the operation of an oil and gas company.
The extent of such regulation cannot be determined at this time,  since the
properties to be explored have not yet been selected. It will be the policy
of the Company to fully comply will all environmental regulation.

ITEM 2. DESCRIPTION OF PROPERTIES.

          As of July 1, 1997, the Company's business office was located  at
6000 East Evans Ave., Bldg #1, Suite 22, Denver, Colorado 80222, the office
of Mr. Stephan R. Levy, its Secretary-Treasurer, for which it pays no rent.
The Company has no other properties.

ITEM 3.   LEGAL PROCEEDINGS.

          No legal proceedings of a material nature to which the Company is
a  party were pending during the reporting period, and the Company knows of
no legal  proceedings  of  a  material  nature  pending  or  threatened  or
judgments  entered  against  any  director or officer of the Company in his
capacity as such.

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

     The Company did not submit any  matter  to  a vote of security holders
through solicitation of proxies or otherwise during  the  fourth quarter of
the fiscal year covered by this report.
<PAGE>



                              PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS.

     (a)  PRINCIPAL MARKET OR MARKETS

     The  Company's  securities have never been listed for trading  on  any
market and are not quoted  at  the  present  time. At the present time, the
Company does not know where secondary trading will eventually be conducted.
The place of trading, to a large extent, will  depend  upon the size of the
Company's eventual acquisition. To the extent, however,  that  trading will
be conducted in the over-the-counter market in the so-called "pink  sheets"
or  the NASD's "Electronic Bulletin Board," a shareholder may find it  more
difficult  to  dispose  of or obtain accurate quotations as to price of the
Company's securities. In  addition,  The  Securities  Enforcement and Penny
Stock Reform Act of 1990 requires additional disclosure  and  documentation
related  to the market for penny stock and for trades in any stock  defined
as a penny stock.

     (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

     As of  the  date  hereof,  a  total  of  10,021,000  of  shares of the
Company's Common Stock were outstanding and the number of holders of record
of  the  Company's  common  stock at that date was approximately seventeen.
Three of the Company's shareholders acquired their respective shares in the
Company prior to 1990, and two  shareholders acquired their shares prior to
1993.  The remaining shareholders  acquired their shares in September, 1997
for cash at a price of $.50 per share.   All  of the issued and outstanding
shares of the Company's common stock, $0.0001 par  value,  were  issued  in
accordance with the exemption from registration afforded by Section 4(2) of
the  Securities  Act  of  1933,  as  amended,  in  that  these were private
offerings to individuals who were sophisticated investors  and received all
pertinent information relative to this investment.

     (c)  DIVIDENDS

     Holders of common stock are entitled to receive such dividends  as may
be  declared  by  the  Company's  Board  of Directors.  No dividends on the
common stock were paid by the Company during  the  periods  reported herein
nor does the Company anticipate paying dividends in the foreseeable future.

     (d)  THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990

     The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional  disclosure  and documentation related to the market  for  penny
stock and for trades in any  stock  defined  as  a  penny stock. Unless the
Company can acquire substantial assets and trade at over $5.00 per share on
the bid, it is more likely than not that the Company's securities, for some
period of time,
<PAGE>
would be defined under that Act as a "penny stock." As  a result, those who
trade  in  the  Company's securities may be required to provide  additional
information related  to  their fitness to trade the Company's shares. Also,
there is the requirement of  a  broker-dealer,  prior to a transaction in a
penny  stock,  to  deliver  a  standardized risk disclosure  document  that
provides information about penny  stocks  and  the risks in the penny stock
market. Further, a broker-dealer must provide the customer with current bid
and offer quotations for the penny stock, the compensation  of  the broker-
dealer  and  its  salesperson  in  the  transaction,  and  monthly  account
statements  showing  the  market  value  of  each  penny  stock held in the
customer's account. These requirements present a substantial  burden on any
person  or  brokerage firm who plans to trade the Company's securities  and
would thereby  make  it  unlikely that any liquid trading market would ever
result in the Company's securities  while  the provisions of this Act might
be applicable to those securities.

     (e)  BLUE SKY COMPLIANCE

     The  trading  of  penny  stock  companies may  be  restricted  by  the
securities  laws ("Blue Sky" laws) of the  several  states.  Management  is
aware that a  number  of states currently prohibit the unrestricted trading
of penny stock companies  absent  the availability of exemptions, which are
in the discretion of the states' securities  administrators.  The effect of
these  states' laws would be to limit the trading market, if any,  for  the
shares of  the  Company  and to make resale of shares acquired by investors
more difficult.

     (f)  INVESTMENT COMPANY ACT OF 1940

     The  Company does not  intend  to engage in any activities which would
cause it to be classified as an "investment  company"  under the Investment
Company Act of 1940, as amended. However, to the extent  that  the  Company
would inadvertently become an investment company because of its activities,
the  Company  would  be  subjected  to  additional,  costly and restrictive
regulation.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF  OPERATION.

     Results of Operations

     The Company has generated no substantial revenues  from its operations
in recent years and has been a development stage company  since 1993. Since
the  Company  has not generated revenues and has not been in  a  profitable
position, it operates with minimal overhead. The Company's primary activity
will be to search  for  and  to  acquire  oil  and  gas  leases for its own
account, and for the foreseeable future to search for and  to  acquire  oil
and  gas  leases  for the account of its clients. No leases or clients have
been identified at  this time. It is the Company's intention to develop oil
and gas lease projects  in which the Company can act either as the drilling
operator for an investor  group  or  as a broker of leases for a lessor and
for the account of its clients. The Company  has  acquired in the past, and
plans in the future to acquire leases for nominal prices,  sometimes as low
as  $1.00  per  acre.  Such  leases  can  be acquired in Federal and  State
lotteries, and the Company plans to take advantage  of all opportunities to
engage in such lotteries. Leases may also be received from individuals or
<PAGE>
companies by assignment under an agreement to develop  or  sell such leases
on behalf of such persons. The Company also has in the past  and  plans  in
the future to act as a broker for lease situations involving third parties.

        In  the  past,  the  Company has concentrated its activities in the
Rocky Mountain states and expects  to  continue to do so. The Company plans
to utilize various reporting services such as Petroleum Information and its
contacts  within  the petroleum industry to  identify  drilling  locations,
companies  and  ownership  activity.  However,  since  the  thrust  of  the
Company's initial  efforts  will  be  to  acquire  leases with a minimum of
capital  outlay,  the  Company will also look at situations  in  any  other
geographical area where  such  leases may be obtained. The ability to drill
in a specific lease area will be  secondary  to  the  ability  to acquire a
lease  on  terms most favorable to the Company and at little or no  capital
outlay. At the  present time, the Company has been looking for leases which
meet the above-mentioned  criteria  but  has  not  yet identified any lease
situations  which  it  believes would be appropriate for  acquisition.  The
Company cannot predict when such identification will occur.

     Liquidity and Capital Resources

     As of the end of the  reporting  period,  the  Company had no material
cash  or  cash  equivalents.  There  was no significant change  in  working
capital during this fiscal year.

     Management feels that the Company  has  inadequate  working capital to
pursue any business opportunities other than seeking leases for acquisition
and  partnership  with  third  parties.  The  Company will have  negligible
capital requirements prior to the consummation  of  any  such  acquisition.
The Company does not intend to pay dividends in the foreseeable future.

ITEM 7.   Financial Statements.

          The complete financial statements are included at Item 13 herein.

ITEM 8.   DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND   FINANCIAL
DISCLOSURE.

          The  Company  did  not  have any disagreements on accounting  and
     financial disclosures with its  present  accounting  firm  during  the
     reporting period.


                             PART III

ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS, AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The Directors and Executive Officers of  the  Company,  their ages and
positions held in the Company as of December 31, 1997 are as follows:
<PAGE>

NAME                 AGE           POSITION HELD
Charles L. Mattis    63            President and Director

Stephan R. Levy      58            Secretary-Treasurer and Director

Mark G. Lawrence     48            Director

     The  Company's  Directors will serve in such capacity until  the  next
annual meeting of the  Company's  shareholders  and  until their successors
have been elected and qualified.  The officers serve at  the  discretion of
the  Company's  Directors.  There  are  no  family relationships among  the
Company's  officers  and  directors,  nor  are there  any  arrangements  or
understandings between any of the directors  or  officers of the Company or
any other person pursuant to which any officer or  director was or is to be
selected as an officer or director.

     Mr.  Mattis  should be considered the "parent" or  "promoter"  of  the
Company (as such terms  are  defined under the Securities Act), inasmuch as
Mr. Mattis has taken significant  initiative in founding and organizing the
business  of  the Company and because  of  the  shareholdings  and  control
positions held by him in the Company.

     CHARLES L.  MATTIS.   Mr. Mattis has been the President and a Director
of the Company since its inception. During the past five years, he has been
involved in various investments,  including  oil  and  gas,  as  a  private
investor.  Prior to his involvement with the Company, he was involved  with
several  oil   companies.   In  1979,  he  General  Manager  of  Terra  Oil
Corporation. In 1980, he worked  at  Westhoma  Oil  Company  as the Mineral
Rights  Manager.  He also has a history in the banking industry.  His  last
position with a bank  was in 1979 with Southeast State Bank. Mr. Mattis has
a Bachelor's Degree in  Business  Administration from Drexel University. He
will work full time and expects to  devote  approximately 40 hours per week
to the affairs of the Company.

     STEPHAN R. LEVY.  Mr. Levy has been Secretary-Treasurer and a Director
of the Company since August, 1997.  He has been retired since August, 1990.
Prior to that time, he was an officer  and  director  of  Tofruzen, Inc., a
public company which manufactured and marketed a non-dairy  frozen dessert,
novelty  food  products, and promotional items. Mr. Levy has also  been  an
officer and director  of  Oxford  Financial, Inc., Augusta Financial, Inc.,
ABP Equities, Inc. and Bryce Financial,  Inc.,  all  of  which  were public
companies  at  the  time  he  held  office.  He is no longer an officer  or
director in any of these companies. He attended the University of Texas and
graduated  in  1961  from the University of Colorado  with  a  Bachelor  of
Science in Business. He  is  a member of the International Monetary Market,
which is a division of the Chicago Mercantile Exchange and was appointed by
the  Governor  of Colorado as a  member  of  the  Colorado  Municipal  Bond
Supervisory Board.  He will devote  approximately 10 hours per month to the
affairs of the Company.

     MARK G. LAWRENCE.  Mr.  Lawrence  has  been  a Director of the Company
since August, 1997. He has approximately eighteen years  of  experience  in
the homebuilding industry. Since 1988, he has
<PAGE>
served  as Executive Vice President and Partner of Vintage Marketing Group,
Inc., a Denver  real  estate  company  specializing  in  new home sales and
marketing.   He   currently   serves   as  a  Director  of  Clancy  Systems
International,  a public company involved  in  the  business  of  supplying
automated parking  ticket  systems  to municipalities and universities. Mr.
Lawrence graduated from the University  of  Denver in 1971 and attended the
University of the Americas in Mexico City in  1969.   He is a licensed real
estate broker and has received several professional awards.  He is a member
of  the  Home  Builders  Association,  the  Sales and Marketing Council  of
Metropolitan Denver, the National Sales and Marketing  Council, the Builder
Marketing Society, the National Association of Realtors,  and the Institute
of Residential Marketing. He will devote  approximately 10  hours per month
to the affairs of the Company.

     COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.

     Section  16(a) of the Securities Exchange Act of 1934 (the  "34  Act")
requires the Company's  officers and directors and persons owning more than
ten percent of the Company's  Common  Stock,  to  file  initial  reports of
ownership  and  changes  in  ownership  with  the  Securities  and Exchange
Commission ("SEC"). Additionally, Item 405 of Regulation S-B under  the  34
Act requires the Company to identify in its Form 10-KSB and proxy statement
those  individuals  for  whom  one  of the above referenced reports was not
filed on a timely basis during the most  recent fiscal year or prior fiscal
years. Given these requirements, the Company  has  the  following report to
make under this section.  None of the Officers or Directors  of the Company
made  timely  filings of their Forms 3 and 5 in the last fiscal  year.  All
such persons eventually made the filings and have been counseled concerning
their responsibilities regarding future compliance with these rules.

ITEM 10.  EXECUTIVE COMPENSATION.

     None  of  the   Company's   officers   and/or  directors  receive  any
compensation for their respective services rendered  to  the  Company,  nor
have  they  received such compensation in the past. They all have agreed to
act without compensation  until authorized by the Board of Directors, which
is not expected to occur until  the  Registrant has generated revenues from
operations.  Any  compensation  will be dependent  upon  a  combination  of
factors, including the percentage  of time a person devotes to the business
of the Registrant, experience, ability  of the Registrant to pay, and other
items.  The  Company  has  no retirement, pension,  profit  sharing,  stock
option, insurance or other similar programs.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following sets forth  the  number  of  shares  of the Registrant's
$0.0001 par value common stock beneficially owned by (i)  each  person who,
as of December 31, 1997, was known by the Company to own beneficially  more
than  five  percent (5%) of its common stock; (ii) the individual Directors
of the Registrant and (iii) the Officers and Directors of the Registrant as
a group. As of   December  31,  1997,  there  were 10,021,000 common shares
issued and outstanding.
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS          AMOUNT AND NATURE OF     PERCENT OF
OF BENEFICIAL OWNER       BENEFICIAL OWNERSHIP (1)(2)     CLASS
<S>                            <C>                     <C>
Charles L. Mattis              8,000,000               79.83%

Stephan R. Levy                    5,000                .04%

Mark G. Lawrence                   5,000                .04%

All Officers and Directors
as a Group                     8,010,000              79.91%
(three persons)
</TABLE>
(1)   All  ownership  is  beneficial  and  on  record,   unless   indicated
otherwise.

(2)   Beneficial  owner  listed above has sole voting and investment  power
      with respect to the shares shown, unless otherwise indicated.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 The Company's business office  have  been located at 6000 East Evans Ave.,
Bldg #1, Suite 22, Denver, Colorado 80222,  the  office  of  Mr. Stephan R.
Levy, its Secretary-Treasurer, for which it pays no rent.  Otherwise, there
have  been  no  related  party  transactions, or any other transactions  or
relationships required to be disclosed  pursuant  to Item 404 of Regulation
S-B.

                              PART IV

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

           (a)  The following financial information  is  filed  as  part of
 this report:
                (1) FINANCIAL STATEMENTS
                (2)  SCHEDULES
                (3)  EXHIBITS.  The following exhibits required by Item 601
                     to be filed herewith are incorporated by reference  to
                     previously filed documents:
EXHIBIT NO.     DESCRIPTION
   3A           Articles and Bylaws +

    3B          Articles of Amendment+

+ Previously filed.
<PAGE>


           (b)  REPORTS  ON FORM 8-K.  The Company filed no reports on Form
 8-K during the fourth quarter of the fiscal year ended December 31, 1997.
<PAGE>


                      CENTRAL OIL CORPORATION


                           AUDIT REPORTS

                 December 31, 1997, 1996 and 1995



























<PAGE>

                      Janet Loss, C.P.A, P.C.
                    Certified Public Accountant
                3525 South Tamarac Drive, Suite 120
                      Denver, Colorado  80237

                      CENTRAL OIL CORPORATION

                   INDEX TO FINANCIAL STATEMENTS


                         TABLE OF CONTENTS

ITEM                                      PAGE

Report of Certified Public Accountant  ................1

Balance Sheets, December 31, 1997 and 1996 ............2

Statements of Operations, for the Years ended
  December 31, 1997, 1996 and 1995  ...................3

Statements of Stockholders' Equity (Deficit),
  for the Years ended December 31,
  1997 and 1996....................................... 4

Statements of Cash Flows, for the Years ended
  December 31, 1997, 1996 and 1995  ...................5

Notes to Financial Statements  ..................... 6-7
<PAGE>
                     Janet Loss, C.P.A., P.C.
                    Certified Public Accountant
                3525 South Tamarac Drive, Suite 120
                      Denver, Colorado  80237
                          (303) 220-0227




Board of Directors
Central Oil Corporation
6000 East Evans Avenue
Building #1, Suite 22
Denver, Colorado  80222

I have audited the accompanying  balance  sheets of Central Oil Corporation
as of December 31, 1997 and 1996, and the related statements of operations,
stockholders' equity and cash flows for the  years ended December 31, 1997,
1996 and 1995.  These financial statements are  the  responsibility  of the
Company's  management.   My  responsibility is to express an opinion on the
financial statements based on my audit.

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

In  my  opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Central Oil Corporation
as of December 31, 1997 and 1996, and the results of its operations and its
cash flow  for  the  years  ended  December  31,  1997,  1996  and 1995, in
conformity  with  generally  accepted  accounting principles applied  on  a
consistent basis.

Janet Loss, C.P.A., P.C.

March 13, 1998
<PAGE>
<TABLE>
<CAPTION>
                      CENTRAL OIL CORPORATION

                          BALANCE SHEETS
                    December 31, 1997 and 1996

                            1997            1996
                               ASSETS
<S>                      <C>              <C>
CURRENT ASSETS:

  Cash in checking       $5,435           $0

OTHER ASSETS:

  Deferred Offering
  Costs                   4,057            0

TOTAL ASSETS             $9,492            0

               LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:    $    0    $       0

STOCKHOLDERS' EQUITY:

  Preferred stock, no par
    value, 10,000,000
    shares authorized,
    shares issued            0            0

  Common stock, $.0001
    par value, 100,000,000
    shares authorized,
    10,021,000 and 10,000,000
    shares issued
    outstanding **       6,002        6,000

  Additional Paid-In-Capital 10,498       0

  Retained Earnings (Deficit)  (7,008)  (6,000)

    TOTAL STOCKHOLDERS'
     EQUITY                 9,492         0
<PAGE>


    TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY     $  9,492  $     0
</TABLE>
**Common stock shares retroactively adjusted  for  a  1  for  2,000 forward
split of common stock.

The accompanying notes are an integral part of these financial statements.
<PAGE>

<PAGE>
<TABLE>
<CAPTION>
                                      CENTRAL OIL CORPORATION

                                     STATEMENTS OF OPERATIONS

                       For the Years Ended December 31, 1997, 1996 and 1995


                                1997      1996                1995
<S>                           <C>       <C>               <C>
REVENUES:

  Sales                       $      0  $      0           $    0

OPERATING EXPENSES:

  Entertainment               $    368 $      0            $    0
  Office expense and postage       274        0                 0
  Printing expenses                138        0                 0
  Telephone and cellular
   expenses                        228        0                 0


Total Operating Expenses:        1,008         0                0

    NET INCOME (LOSS) PER
      SHARE                    $(1,008) $      0          $     0

Weighted average number of
  shares outstanding        10,007,000 10,000,000      10,000,000
</TABLE>
(1) Common stock shares retroactively adjusted for a 1 for 2,000  forward split
of common stock.

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                      CENTRAL OIL CORPORATION

                            STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
                          For the Years Ended December 31, 1997 and 1996


         Common stock   Common    Additional                Stockholders'
          Number  of     stock      Paid-In-                 Equity
          shares        amount      Capital     (Deficit)   (Deficit)
<S>        <C>           <C>         <C>        <C>           <C>
Balance,
January 1,
1996 (1)   10,000,000    $6,000      $  0       $(6,000)      $    0

Net (Loss)
for the year
ended December
31, 1996           -          -         0             -            0

Balance,
December 31,
1996 (1)   10,000,000    $6,000       $ 0       $(6,000)      $    0

August 31, 1997
21,000 shares
issued for cash,
at $.0001      21,000         2    10,498                     $10,500

Net (Loss)
for the year
ended December
31, 1997            0         0         0        (1,008)      (1,008)

Balance,
December
31, 1997   10,021,000    $6,002   $10,498       $(7,008)     $(9,492)

</TABLE>
(1) Common stock shares retroactively adjusted for a 1  for 2,000 forward split
of common stock.

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                            CENTRAL OIL CORPORATION

                           STATEMENTS OF CASH FLOWS

             For the Years Ended December 31, 1997, 1996 and 1995

                              1997     1996      1995
<S>                          <C>      <C>        <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

  Net Income (Loss)         $(1,008)  $(    0)   $(    0)

CHANGES IN ASSETS AND
LIABILITIES:

  Net cash provided (Used)
  by Operating activities    (1,008)   (    0)   (     0)

CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:

  Proceeds from issuance
    of common stock          10,500         0          0
  Deferred offering costs   ( 4,057)        0          0

  Net cash provided by
  financing activities        6,443         0          0

  Net increase in cash        5,435         0          0

CASH, BEGINNING OF THE
PERIOD:                           0         0          0

CASH, END OF THE PERIOD     $ 5,435    $    0     $    0

</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
                            CENTRAL OIL CORPORATION

                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Central Oil Corporation, a Colorado Corporation, was incorporated  September 9,
1981,  for  the purpose of gas exploration.  From 1981 until 1993, the  Company
acted as an agent  for  oil and gas lease holders.  Since 1993, the Company has
had minimal activities.   During  this fiscal year, the Company plans to search
for and to identify potential oil and gas acquisition candidates.

The Company has elected a calendar  year-end and records income and expenses on
the accrual method of accounting.

NOTE II -- RELATED PARTY TRANSACTION.

The Company maintains its office in space  provided by the Company's secretary-
treasurer pursuant to an oral agreement on a rent free basis.

NOTE III -- CAPITAL STOCK

On August, 22, 1997, the Company approved a  one-for two thousand forward split
of its common stock effective August 22, 1997.   The  total  authorized  common
capital stock of the corporation increased from 5,000 to 100,000,000 shares and
from no par value to .0001 par value effective August 22, 1997.

<PAGE>
                            SIGNATURES

 In  accordance  with  Section 13 or 15(d) 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.



                              CENTRAL OIL CORPORATION




Dated:    3-31-98             By:      ///SIGNED///
                                   Charles L. Mattis
                                   President and Chief Executive Officer



     Pursuant to the requirements  of  the  Securities Exchange Act of 1934,
this report has been signed below by the following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.


                              CHIEF FINANCIAL AND ACCOUNTING
                                         OFFICER




Dated: 3-31-98                     By:      ///SIGNED///
                                   Stephan R. Levy
                                   Treasurer


<PAGE>



                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549





                            FORM 10-KSB

                             EXHIBITS
                                TO
                      Central Oil Corporation


<PAGE>

                         INDEX TO EXHIBITS


  Exhibit                                Page or
  NUMBER         DESCRIPTION            CROSS REFERENCE

    3A         Articles and Bylaws           +

    3B         Articles of Amendment         +

+ Previously filed.