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, 1998
                    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 Number)
          jurisdiction of
          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. [ X]

     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, 1998 was approximately $5,500,000. The number
of shares outstanding  of  the  Registrant's common stock, as of the latest
practicable date, March 1, 1999, was  10,021,000

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

                              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. Since
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 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
<PAGE>
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.

     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.
<PAGE>

     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, 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
<PAGE>
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, 1998, 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.

     (i)  PROPRIETARY INFORMATION

      The Company has no proprietary information.
<PAGE>


     (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.

     (i)  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  began  trading  in  May,  1998. Prior to that time, the
Company's  securities  had never been listed for  trading  on  any  market.
Market makers and other  dealers  provide  bid  and  ask  quotations of the
Company's Common Stock under the symbol "CEOL." Trading is conducted in the
over-the-counter market on the NASD's "Electronic Bulletin Board,"

     The table below represents the range of high and low bid quotations of
the  common  shares of the Company as reported during the reporting  period
herein. The following  bid price market quotations represent prices between
dealers and do not include  retail markup, markdown, or commissions; hence,
they may not represent actual transactions.

Fiscal Year 1998         HIGH      LOW

    First Quarter        Not Trading
Common Shares            

    Second Quarter       $3.06     $1.50
Common Shares            

    Third Quarter        $3.02     $2.00
Common Shares

    Fourth Quarter       $2.87     $2.00
Common Shares

     (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
<PAGE>
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, 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
<PAGE>
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
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.
<PAGE>

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, 1998 are as follows:

NAME           AGE            POSITION HELD
Charles L. Mattis    64            President and Director

Stephan R. Levy      59            Secretary-Treasurer and Director

Mark G. Lawrence     49            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
<PAGE>
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 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. No filings were required during  the  last  fiscal
year.

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.
<PAGE>
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, 1998,  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, 1998, there  were  10,021,000  common  shares
issued and outstanding.

NAME AND ADDRESS          AMOUNT AND NATURE OF     PERCENT OF
OF BENEFICIAL OWNER       BENEFICIAL OWNERSHIP (1)(2)     CLASS

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)

(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.
<PAGE>

           (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.

           (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, 1998.


<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:    3/22/99                  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: 3/22/99                     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.


<PAGE>
                      CENTRAL OIL CORPORATION











                           AUDIT REPORTS

                 December 31, 1998, 1997 and 1996
































                      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, 1998 and 1997.......................2

Statements of Operations, for the Years ended
  December 31, 1998, 1997 and 1996...............................3

Statements of Stockholders' Equity (Deficit),
  for the Years ended December 31,
  1998 and 1997..................................................4

Statements of Cash Flows, for the Years ended
  December 31, 1998, 1997 and 1996...............................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 balance sheets of Central Oil Corporation  as of December
31,  1998  and 1997, and the related statements of operations, stockholders'
equity and cash  flows for the years ended December 31, 1998, 1997 and 1996.
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,  1998  and  1997, and the results of its operations and its
cash  flow  for  the years ended  December  31,  1998,  1997  and  1996,  in
conformity  with generally  accepted  accounting  principles  applied  on  a
consistent basis.

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

March 5, 1999
<PAGE>
<TABLE>
<CAPTION>
                      CENTRAL OIL CORPORATION
                          BALANCE SHEETS
                    December 31, 1997 and 1996

                              1998          1997
<S>                          <C>           <C>
                              ASSETS
CURRENT ASSETS:

  Cash in checking              $48        $5,435

OTHER ASSETS:

 Deferred Offering Costs        4,057       4,057

TOTAL ASSETS                      $48       9,492

               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      6,002

  Additional Paid-In-Capital     10,498     10,498

  Retained Earnings (Deficit)   (16,452)   (7,008)

TOTAL STOCKHOLDERS' EQUITY           48     9,492

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY         $     48  $  9,492

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

                                      STATEMENTS OF OPERATIONS

                        For the Years Ended December 31, 1998, 1997 and 1996

                                  1998           1997           1996
<S>                          <C>            <C>             <C>
REVENUES:

  Sales                      $      0       $      0         $    0

OPERATING EXPENSES:

  Accounting expenses           $1,575      $      0         $    0
  Advertising                      144             0              0
  Bank Charges                      80             0              0
  Entertainment                     0            368              0
  Filing and Transfer fees      1,156              0              0
  Legal expenses                5,732              0              0
  Office expense and postage      238            274              0
  Printing expenses               519            138              0
  Telephone and cellular expenses   0            228              0

Total Operating Expenses:       9,444          1,008              0

 NET INCOME (LOSS) PER
      SHARE                   $(9,444)      $ (1,008)       $     0

Weighted average number of
  shares outstanding        10,021,000     10,007,000     10,000,000

(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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                       CENTRAL OIL CORPORATION

                             STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
                           For the Years Ended December 31, 1998 and 1997

           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,
1997 (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, 1998              0       0      0    (2,008)   (2,008)

Balance,
December 31,
1997 (1)     10,000,000  $6,002  $10,498 $(8,008)  $  8,492

Net (Loss)
for the year
ended December
31, 1998             0       0       0    (9,444)    (9,444)

Balance,
December
31, 1997     10,000,000 $6,002  $10,498  $(7,452)     $(952)


(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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             CENTRAL OIL CORPORATION

                            STATEMENTS OF CASH FLOWS
              For the Years Ended December 31, 1998, 1997 and 1996

                            1998         1997           1996
<S>                        <C>         <C>          <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

  Net Income (Loss)         $(9,444)    $(1,008)    $(    0)

CHANGES IN OPERATING ASSETS
AND LIABILITIES:                   0           0           0

  Net cash provided (Used) 
  by Operating activities   ________     _______     _______
                            $(9,444)    $(1,008)           0

CASH FLOWS FROM
INVESTING ACTIVITIES:

  Deferred offering costs     4,057      (4,057)           0

  Net cash provided by
  financing activities        4,057      (4,057)           0

  CASH FLOWS FROM (TO)
  FINANCING ACTIVITIES:
    Proceeds from Issuance of
     common stock                  0      10,500           0

    Net cash flows from (to)
     Financing acitivities         0      10,500           0

  Net increase in cash       (5,387)       5,435           0

CASH, BEGINNING OF THE
PERIOD:                        5,435           0           0

CASH, END OF THE PERIOD     $      48    $ 5,435      $    0

The accompanying notes are an integral part of these financial statements.
</TABLE>
<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 8,
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.

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.